Form 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2023
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission File Number:
0-21238
 



LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
06-1313069
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
13410 Sutton Park Drive South, Jacksonville, Florida
(Address of principal executive offices)
32224
(Zip Code)
(904)
398-9400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock
 
LSTR
 
NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
    
Yes
  
    
No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files):
    
Yes  
    
No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act. (Check one):
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated
filer
     Smaller reporting company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
    
Yes  ☐
    
No  
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of the close of business on July 24, 2023 was 35,946,472.
 
 
 
 

Table of Contents
Index
 
Item 1. Financial Statements (unaudited)   
     Page 4  
     Page 5  
     Page 6  
     Page 7  
     Page 8  
     Page 10  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations      Page 18  
     Page 31  
     Page 32  
PART II – Other Information   
     Page 32  
     Page 32  
     Page 33  
     Page 33  
     Page 35  
 
EX – 31.1 Section 302 CEO Certification
EX – 31.2 Section 302 CFO Certification
EX – 32.1 Section 906 CEO Certification
EX – 32.2 Section 906 CFO Certification
 
2

Table of Contents
PART I -
FINANCIAL INFORMATION
Item 1. Financial Statements
The interim consolidated financial statements contained herein reflect all adjustments (all of a normal, recurring nature) which, in the opinion of management, are necessary for a fair statement of the financial condition, results of operations, cash flows and changes in shareholders’ equity for the periods presented. They have been prepared in accordance with Rule
10-01
of Regulation
S-X
and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the twenty six weeks ended July 1, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 30, 2023.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form
10-K.
 
3

Table of Contents
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
 
    
July 1,

2023
   
December 31,

2022
 
ASSETS                 
Current Assets
                
Cash and cash equivalents
   $ 360,528     $ 339,581  
Short-term investments
     58,574       53,955  
Trade accounts receivable, less allowance of $12,715 and $12,121
     848,839       967,793  
Other receivables, including advances to independent contractors, less allowance of $13,673 and $10,579
     64,079       56,235  
Other current assets
     41,667       21,826  
    
 
 
   
 
 
 
Total current assets
     1,373,687       1,439,390  
    
 
 
   
 
 
 
Operating property, less accumulated depreciation and amortization of $417,364 and $393,274
     297,066       314,990  
Goodwill
     42,166       41,220  
Other assets
     124,846       136,279  
    
 
 
   
 
 
 
Total assets
   $ 1,837,765     $ 1,931,879  
    
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY                 
Current Liabilities
                
Cash overdraft
   $ 57,216     $ 92,953  
Accounts payable
     478,688       527,372  
Current maturities of long-term debt
     31,560       36,175  
Insurance claims
     45,160       50,836  
Dividends payable
              71,854  
Other current liabilities
     80,202       98,945  
    
 
 
   
 
 
 
Total current liabilities
     692,826       878,135  
    
 
 
   
 
 
 
Long-term debt, excluding current maturities
     53,149       67,225  
Insurance claims
     57,240       58,268  
Deferred income taxes and other noncurrent liabilities
     40,989       41,030  
Shareholders’ Equity
                
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 68,497,324 and 68,382,310 shares
     685       684  
Additional
paid-in
capital
     253,486       258,487  
Retained earnings
     2,759,128       2,635,960  
Cost of 32,550,852 and 32,455,300 shares of common stock in treasury
     (2,009,327     (1,992,886
Accumulated other comprehensive loss
     (10,411     (15,024
    
 
 
   
 
 
 
Total shareholders’ equity
     993,561       887,221  
    
 
 
   
 
 
 
Total liabilities and shareholders’ equity
   $ 1,837,765     $ 1,931,879  
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
4


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
 
    
Twenty Six Weeks Ended
    
Thirteen Weeks Ended
 
    
July 1,

2023
   
June 25,

2022
    
July 1,

2023
   
June 25,

2022
 
Revenue
   $ 2,809,532     $ 3,945,663      $ 1,373,857     $ 1,975,064  
Investment income
     3,852       1,307        2,484       586  
Costs and expenses:
                                 
Purchased transportation
     2,154,491       3,096,018        1,053,197       1,545,688  
Commissions to agents
     248,153       311,634        122,478       161,856  
Other operating costs, net of gains on asset sales/dispositions
     25,840       21,522        13,462       10,381  
Insurance and claims
     57,431       64,820        29,784       34,052  
Selling, general and administrative
     108,096       111,680        54,529       58,967  
Depreciation and amortization
     30,139       28,045        14,941       14,288  
    
 
 
   
 
 
    
 
 
   
 
 
 
Total costs and expenses
     2,624,150       3,633,719        1,288,391       1,825,232  
    
 
 
   
 
 
    
 
 
   
 
 
 
Operating income
     189,234       313,251        87,950       150,418  
Interest and debt (income) expense
     (1,033     2,228        (307     1,105  
    
 
 
   
 
 
    
 
 
   
 
 
 
Income before income taxes
     190,267       311,023        88,257       149,313  
Income taxes
     45,513       73,629        21,698       36,758  
    
 
 
   
 
 
    
 
 
   
 
 
 
Net income
   $ 144,754     $ 237,394        66,559     $ 112,555  
    
 
 
   
 
 
    
 
 
   
 
 
 
Diluted earnings per share
   $ 4.03     $ 6.39      $ 1.85     $ 3.05  
    
 
 
   
 
 
    
 
 
   
 
 
 
Average diluted shares outstanding
     35,962,000       37,162,000        35,941,000       36,905,000  
    
 
 
   
 
 
    
 
 
   
 
 
 
Dividends per common share
   $ 0.60     $ 0.50      $ 0.30     $ 0.25  
    
 
 
   
 
 
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
5


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
 
    
Twenty Six Weeks Ended
   
Thirteen Weeks Ended
 
    
July 1,

2023
    
June 25,

2022
   
July 1,

2023
   
June 25,

2022
 
Net income
   $ 144,754      $ 237,394     $ 66,559     $ 112,555  
Other comprehensive income (loss):
                                 
Unrealized holding gains (losses) on
available-for-sale
investments, net of tax expense (benefit) of $214, ($2,025), ($92) and ($604)
     782        (7,391     (338     (2,204
Foreign currency translation gains (losses)
     3,831        473       2,120       (802
    
 
 
    
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss)
     4,613        (6,918     1,782       (3,006
    
 
 
    
 
 
   
 
 
   
 
 
 
Comprehensive income
   $ 149,367      $ 230,476     $ 68,341     $ 109,549  
    
 
 
    
 
 
   
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
6


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
 
  
Twenty Six Weeks Ended
 
 
  
July 1,

2023
 
 
June 25,

2022
 
OPERATING ACTIVITIES
                
Net income
   $ 144,754     $ 237,394  
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation and amortization
     30,139       28,045  
Non-cash
interest charges
     132       224  
Provisions for losses on trade and other accounts receivable
     7,268       6,359  
Gains on sales/disposals of operating property
     (2,884     (1,213
Deferred income taxes, net
     (1,178     5,999  
Stock-based compensation
     3,126       5,810  
Changes in operating assets and liabilities:
                
Decrease (increase) in trade and other accounts receivable
     103,842       (82,233
Increase in other assets
     (20,258     (42,742
(Decrease) increase in accounts payable
     (48,684     66,404  
Decrease in other liabilities
     (17,820     (25,265
(Decrease) increase in insurance claims
     (6,704     10,869  
    
 
 
   
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
     191,733       209,651  
    
 
 
   
 
 
 
INVESTING ACTIVITIES
                
Sales and maturities of investments
     63,602       21,918  
Purchases of investments
     (55,507     (23,883
Purchases of operating property
     (12,631     (7,467
Proceeds from sales of operating property
     4,582       2,358  
Purchase of
non-marketable
securities
              (4,999
    
 
 
   
 
 
 
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
     46       (12,073
    
 
 
   
 
 
 
FINANCING ACTIVITIES
                
Decrease in cash overdraft
     (35,737     (2,875
Dividends paid
     (93,440     (93,968
Proceeds from exercises of stock options
     28       56  
Taxes paid in lieu of shares issued related to stock-based compensation plans
     (9,162     (10,269
Purchases of common stock
     (15,433     (212,632
Principal payments on finance lease obligations
     (18,691     (19,051
    
 
 
   
 
 
 
NET CASH USED BY FINANCING ACTIVITIES
     (172,435     (338,739
    
 
 
   
 
 
 
Effect of exchange rate changes on cash and cash equivalents
     1,603       (190
    
 
 
   
 
 
 
Increase (decrease) in cash, cash equivalents and restricted cash
     20,947       (141,351
Cash, cash equivalents and restricted cash at beginning of period
     339,581       219,571  
    
 
 
   
 
 
 
Cash and cash equivalents at end of period
   $ 360,528     $ 78,220  
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
7


LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Twenty Six and Thirteen Weeks Ended July 1, 2023 and June 25, 2022
(Dollars in thousands)
(Unaudited)

 
 
  
Common Stock
 
  
Additional
Paid-In
 
 
Retained
 
 
Treasury Stock at Cost
 
 
Accumulated
Other
Comprehensive
 
 
Total
 
 
  
Shares
 
  
Amount
 
  
Capital
 
 
Earnings
 
 
Shares
 
  
Amount
 
 
(Loss) Income
 
Balance December 31, 2022
     68,382,310      $ 684      $ 258,487     $ 2,635,960       32,455,300      $ (1,992,886   $ (15,024   $ 887,221  
Net income
                               78,195                                78,195  
Dividends ($0.30 per share)
                               (10,806                              (10,806
Purchases of common stock
                                       89,661        (15,433             (15,433
Issuance of stock related to stock-based compensation plans
     101,653        1        (7,201             5,891        (1,008             (8,208
Stock-based compensation
                       1,852                                        1,852  
Other comprehensive income
                                                        2,831       2,831  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance April 1, 2023
     68,483,963      $ 685      $ 253,138     $
 
2,703,349       32,550,852      $ (2,009,327   $ (12,193   $
 
935,652  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
                               66,559                                66,559  
Dividends ($0.30 per share)
                               (10,780                              (10,780
Issuance of stock related to stock-based compensation plans
     13,361                  (926                                        (926
Stock-based compensation
                       1,274                                        1,274  
Other comprehensive income
                                                        1,782       1,782  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance July 1, 2023
     68,497,324      $ 685      $ 253,486     $ 2,759,128       32,550,852      $ (2,009,327   $ (10,411   $ 993,561  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
 
8


    
Common Stock
    
Additional
Paid-In
   
Retained
   
Treasury Stock at Cost
   
Accumulated
Other
Comprehensive
       
    
Shares
    
Amount
    
Capital
   
Earnings
   
Shares
    
Amount
   
Loss
   
Total
 
Balance December 25, 2021
     68,232,975      $ 682      $ 255,148     $ 2,317,184       30,539,235      $ (1,705,601   $ (5,403   $ 862,010  
Net income
             124,839              124,839  
Dividends ($0.25 per share)
             (9,324            (9,324
Purchases of common stock
               693,550        (109,332       (109,332
Issuance of stock related to stock-based compensation plans
     137,176        2        (8,913       10,033        (1,216       (10,127
Stock-based compensation
           1,995                1,995  
Other comprehensive loss
                    (3,912     (3,912
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance March 26, 2022
     68,370,151      $ 684      $ 248,230     $ 2,432,699       31,242,818      $ (1,816,149   $ (9,315   $ 856,149  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
             112,555              112,555  
Dividends ($0.25 per share)
             (9,257            (9,257
Purchases of common stock
               703,211        (103,300       (103,300
Issuance of stock related to stock-based compensation plans
     6,783                             587        (86       (86
Stock-based compensation
           3,815                3,815  
Other comprehensive loss
                    (3,006     (3,006
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance June 25, 2022
     68,376,934      $ 684      $ 252,045     $ 2,535,997       31,946,616      $ (1,919,535   $ (12,321   $ 856,870  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
9

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The consolidated financial statements include the accounts of Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc., and reflect all adjustments (all of a normal, recurring nature) which are, in the opinion of management, necessary for a fair statement of the results for the periods presented. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates. Landstar System, Inc. and its subsidiary are herein referred to as “Landstar” or the “Company.” Significant intercompany accounts have been eliminated in consolidation.
 
(1)
Significant Accounting Policies
Revenue from Contracts with Customers – Disaggregation of Revenue
The following table summarizes (i) the percentage
of consolidated revenue generated by mode of transportation and (ii) the total amount of truck transportation revenue hauled by BCO Independent Contractors and Truck Brokerage Carriers generated by equipment type during the
twenty-six-week
and thirteen-week periods ended July 1, 2023 and June 25, 2022 (dollars in thousands):

 
 
 
  
Twenty Six Weeks Ended
 
 
Thirteen Weeks Ended
 
Mode
  
July 1,

2023
 
 
June 25,

2022
 
 
July 1,

2023
 
 
June 25,

2022
 
Truck – BCO Independent Contractors
     37     36     38     35
Truck – Truck Brokerage Carriers
     55     53     53     54
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     5     8     5     8
Truck Equipment Type
                        
Van equipment
   $ 1,458,124     $ 2,108,143     $
 
703,041     $ 1,026,938  
Unsided/platform equipment
   $ 772,336     $ 883,032     $ 394,772     $ 474,274  
Less-than-truckload
   $ 62,673     $ 70,651     $ 31,115     $ 36,931  
Other truck transportation (1)
   $ 277,520     $ 436,656     $ 118,017     $ 209,055  
 
(1)
Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee
.
 
10


(2) Share-based Payment Arrangements
As of July 1, 2023, the Company has an employee equity incentive plan, the 2011 equity incentive plan (the “2011 EIP”). The Company also has a stock compensation plan for members of its Board of Directors, the 2022 Directors Stock Compensation Plan (the “2022 DSCP”), which replaced the Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated, the “2013 DSCP”). The provisions of the 2022 DSCP are substantially similar to the provisions of the 2013 DSCP. 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 200,000 shares of the Company’s common stock were authorized for issuance under the 2022 DSCP. The 2011 EIP, 2013 DSCP and 2022 DSCP are each referred to herein as a “Plan,” and, collectively, as the “Plans.” Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
 
    
Twenty Six Weeks Ended
    
Thirteen Weeks Ended
 
    
July 1,

2023
    
June 25,

2022
    
July 1,

2023
    
June 25,

2022
 
Total cost of the Plans during the period
   $ 3,126      $ 5,810      $ 1,274      $ 3,815  
Amount of related income tax benefit recognized during the period
     (3,592      (4,270      (841      (910
    
 
 
    
 
 
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ (466    $ 1,540      $ 433      $ 2,905  
    
 
 
    
 
 
    
 
 
    
 
 
 
Included in income tax benefits recognized in the
twenty-six-week
periods ended July 1, 2023 and June 25, 2022 were excess tax benefits from stock-based awards of $2,825,000 and $2,844,000, respectively.
As of July 1, 2023, there were 187,260 shares of the Company’s common stock reserved for issuance under the 2022 DSCP and 3,011,856 shares of the Company’s common stock reserved for issuance under the 2011 EIP.
Restricted Stock Units
The following table summarizes information regarding the Company’s outstanding restricted stock unit (“RSU”) awards with either a performance condition or a market condition under the Plans:
 
    
Number of
RSUs
    
Weighted Average

Grant Date

Fair Value
 
Outstanding at December 31, 2022
     151,780      $ 115.80  
Granted
     41,317      $ 165.14  
Shares earned in excess of target
(1)
     79,176      $ 98.39  
Vested shares, including shares earned in excess of target
     (137,861    $ 97.97  
Forfeited
     (554    $ 136.18  
    
 
 
          
Outstanding at July 1, 2023
     133,858      $ 139.01  
    
 
 
          
 
(1)
Represents additional shares earned under the February 1, 2019 and January 31, 2020 RSU awards as fiscal year 2022 financial results exceeded target performance level and under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.
During the
twenty-six-week
period ended July 1, 2023, the Company granted RSUs with a performance condition. Outstanding RSUs at both December 31, 2022 and July 1, 2023 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2022 Annual Report on Form
10-K.
RSUs with a performance condition granted on February 3, 2023 may vest on January 31 of 2026, 2027 and 2028 based on growth in operating income and
pre-tax
income per diluted share from continuing operations as compared to the results from the 2022 fiscal year.
The Company recognized approximately
$1,294,000 and $4,203,000 of share-based compensation expense related to RSU awards in the
twenty-six-week
periods ended July 1, 2023 and June 25, 2022, respectively. As of July 1, 2023, there was a maximum of $29.8
 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately
3.7 years. With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based on future operating results.
 
1
1


Non-vested
Restricted Stock and Deferred Stock Units
The following table summarizes information regarding the Company’s outstanding shares of
non-vested
restricted stock and Deferred Stock Units (defined below) under the Plans:
 
    
Number of Shares

and Deferred Stock
Units
    
Weighted Average

Grant Date

Fair Value
 
Non-vested
at December 31, 2022
     47,795      $ 138.30  
Granted
     22,714      $ 179.32  
Vested
     (23,640    $ 138.23  
    
 
 
          
Non-vested
at July 1, 2023
     46,869      $ 158.22  
    
 
 
          
The fair value of each share of
non-vested
restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s common stock on the date of grant. Shares of
non-vested
restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of the grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first, third or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2022 DSCP, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s common stock on the date of recipient separation
from service from the Board of Directors, or, if earlier, upon a change in control event of the Company. Deferred Stock Units become vested 100% on the first anniversary of the date of the grant. Deferred Stock Units do not represent actual ownership in shares of the Company’s common stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares.
As of July 1, 2023, there was $5,691,000 of total unrecognized compensation cost related to
non-vested
shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these
non-vested
shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 2.1 years.
Stock Options
All 1,900 stock options outstanding and exercisable at December 31, 2022 were exercised at an exercise price of $56.40 as of January 31, 2023, following which the Company had no remaining issued and outstanding vested or unvested stock options.
The total intrinsic value of stock options exercised during the
twenty-six-week
periods ended July 1, 2023 and June 25, 2022 was $218,000 and $369,000, respectively.
As of July 1, 2023, there was no unrecognized compensation cost related to
non-vested
stock options granted under the Plans.
(3) Income Taxes
The provisions for income taxes for the 2023 and 2022
twenty-six-week
periods were based on estimated annual effective income tax rates of 24.4% and 24.5%, respectively, adjusted for discrete events, such as benefits resulting from stock-based awards. The estimated annual effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2023 period primarily attributable to state taxes and
non-deductible
meals and entertainment. The estimated annual effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2022 period primarily attributable to state taxes and
non-deductible
executive compensation. The effective income tax rate for the 2023
twenty-six-week
period was 23.9%, which was lower than the estimated annual effective income tax rate of 24.4%, primarily attributable to excess tax benefits realized on stock-based awards. The effective income tax rate for the 2022
twenty-six-week
period was 23.7%, which was lower than the estimated annual effective income tax rate of 24.5%, primarily attributable to excess tax benefits realized on stock-based awards.
(4) Earnings Per Share
Earnings per common share are based on the weighted average number of shares outstanding, including outstanding
non-vested
restricted stock and outstanding Deferred Stock Units. Diluted earnings per share are based on the weighted average number of common shares and Deferred Stock Units outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options. During the 2023 and 2022
twenty-six-week
and thirteen-week periods, in reference to the determination of diluted earnings per share, the future compensation cost attributable to outstanding shares of
non-vested
restricted stock exceeded the impact of incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options.
 
1
2

For each of the
twenty-six-week
periods ended July 1, 2023 and June 25, 2022, no options outstanding to purchase shares of common stock were antidilutive. Outstanding RSUs were excluded from the calculation of diluted earnings per share for all periods because the performance metric requirements or market condition for vesting had not been satisfied.
(5) Additional Cash Flow Information
During the 2023
twenty-six-week
period, Landstar paid income taxes and interest of $47,818,000 and $1,957,000, respectively. During the 2022
twenty-six-week
period, Landstar paid income taxes and interest of $95,730,000 and $2,098,000, respectively. Landstar did not acquire any operating property by entering into finance leases in the 2023
twenty-six-week
period. Landstar acquired operating property by entering into finance leases in the amount of $18,073,000 in the 2022
twenty-six-week
period.
(6) Segment Information
The following table summarizes information about the Company’s reportable business segments as of and for the
twenty-six-week
and thirteen-week periods ended July 1, 2023 and June 25, 2022 (in thousands):
 
    
Twenty Six Weeks Ended
 
    
July 1, 2023
    
June 25, 2022
 
    
Transportation

Logistics
    
Insurance
    
Total
    
Transportation

Logistics
    
Insurance
    
Total
 
External revenue
   $ 2,772,439      $ 37,093      $ 2,809,532      $ 3,906,558      $ 39,105      $ 3,945,663  
Internal revenue
              52,178        52,178                 52,870        52,870  
Investment income
              3,852        3,852                 1,307        1,307  
Operating income
     158,853        30,381        189,234        291,890        21,361        313,251  
Expenditures on long-lived assets
     12,631                 12,631        7,467                 7,467  
Goodwill
     42,166                 42,166        40,977                 40,977  
 
 
  
Thirteen Weeks Ended
 
 
  
July 1, 2023
 
  
June 25, 2022
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $ 1,355,593      $ 18,264      $ 1,373,857      $ 1,955,219      $ 19,845      $ 1,975,064  
Internal revenue
              40,217        40,217                 39,986        39,986  
Investment income
              2,484        2,484                 586        586  
Operating income
     72,691        15,259        87,950        139,944        10,474        150,418  
Expenditures on long-lived assets
     6,398                 6,398        3,858                 3,858  
In
the
twenty-
six
-week
periods ended July 1, 2023 and June 25, 2022, no single customer accounted for more than 10% of the Company’s consolidated revenue.
(7) Other Comprehensive Income
The following table presents the components of and changes in accumulated other comprehensive (loss) income, net of related income taxes, as of and for the
twenty-six-week
period ended July 1, 2023 (in thousands):
 
 
  
Unrealized

Holding (Losses)

Gains on

Available-for-Sale

Securities
 
  
Foreign Currency
Translation
 
  
Total
 
Balance as of December 31, 2022
   $ (8,449    $ (6,575    $ (15,024
Other comprehensive income
     782        3,831        4,613  
    
 
 
    
 
 
    
 
 
 
Balance as of July 1, 2023
   $ (7,667    $ (2,744    $ (10,411
    
 
 
    
 
 
    
 
 
 
 
1
3

Amounts reclassified from accumulated other comprehensive income to investment income due to the realization of previously unrealized gains and losses in the accompanying consolidated statements of income were not significant for the
twenty-six-week
period ended July 1, 2023.
(8) Investments
Investments include primarily investment-grade corporate bonds, U.S. treasury obligations and asset-backed securities having maturities of up to five years (the “bond portfolio”) and money market investments. Investments in the bond portfolio are reported as
available-for-sale
and are carried at fair value. Investments maturing less than one year from the balance sheet date are included in short-term investments and investments maturing more than one year from the balance sheet date are included in other assets in the consolidated balance sheets. Management performs an analysis of the nature of the unrealized losses on
available-for-sale
investments to determine whether an allowance for credit loss is necessary. Unrealized losses, representing the excess of the purchase price of an investment over its fair value as of the end of a period, considered to be a result of credit-related factors, are to be included as a charge in the statement of income, while unrealized losses considered to be a result of
non-credit-related
factors are to be included as a component of shareholders’ equity. Investments whose values are based on quoted market prices in active markets are classified within Level 1. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, are classified within Level 2. As Level 2 investments include positions that are not traded in active markets, valuations may be adjusted to reflect illiquidity and/or
non-transferability,
which are generally based on available market information. Any transfers between levels are recognized as of the beginning of any reporting period. Fair value of the bond portfolio was determined using Level 1 inputs related to U.S. Treasury obligations and money market investments and Level 2 inputs related to investment-grade corporate bonds, asset-backed securities and direct obligations of government agencies. Unrealized losses, net of unrealized gains, on the investments in the bond portfolio were $9,767,000 and $10,763,000 at July 1, 2023 and December 31, 2022, respectively.
The amortized cost and fair values of
available-for-sale
investments are as follows at July 1, 2023 and December 31, 2022 (in thousands):
 
    
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair

Value
 
July 1, 2023
                                   
Money market investments
   $ 6,264      $         $         $ 6,264  
Asset-backed securities
     17,639                  2,705        14,934  
Corporate bonds and direct obligations of government agencies
     121,137        1        6,962        114,176  
U.S. Treasury obligations
     16,058        1        102        15,957  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 161,098      $ 2      $ 9,769      $ 151,331  
    
 
 
    
 
 
    
 
 
    
 
 
 
December 31, 2022
                                   
Money market investments
   $ 21,910      $         $         $ 21,910  
Asset-backed securities
     18,905                  2,889        16,016  
Corporate bonds and direct obligations of government agencies
     126,134        1        7,775        118,360  
U.S. Treasury obligations
     2,344                  100        2,244  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 169,293      $ 1      $ 10,764      $ 158,530  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
1
4

For those
available-for-sale
investments with unrealized losses at July 1, 2023 and December 31, 2022, the following table summarizes the duration of the unrealized loss (in thousands):
 
    
Less than 12 months
    
12 months or longer
    
Total
 
    
Fair

Value
    
Unrealized

Loss
    
Fair

Value
    
Unrealized

Loss
    
Fair

Value
    
Unrealized

Loss
 
July 1, 2023
                                                     
Asset-backed securities
   $         $         $ 14,934      $ 2,705      $ 14,934      $ 2,705  
Corporate bonds and direct obligations of government agencies
     19,035        262        93,141        6,700        112,176        6,962  
U.S. Treasury obligations
     6,223        14        2,259        88        8,482        102  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 25,258      $ 276      $ 110,334      $ 9,493      $ 135,592      $ 9,769  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
December 31, 2022
                                                     
Asset-backed securities
   $         $         $ 16,016      $ 2,889      $ 16,016      $ 2,889  
Corporate bonds and direct obligations of government agencies
     54,031        1,516        62,390        6,259        116,421        7,775  
U.S. Treasury obligations
     2,244        100                            2,244        100  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 56,275      $ 1,616      $ 78,406      $ 9,148      $ 134,681      $ 10,764  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
The Company believes unrealized losses on investments were primarily caused by rising interest rates rather than changes in credit quality. The Company expects to recover, through collection of all of the contractual cash flows of each security, the amortized cost basis of these securities as it does not intend to sell, and does not anticipate being required to sell, these securities before recovery of the cost basis. For these reasons, no losses have been recognized in the Company’s consolidated statements of income.
(9) Leases
Landstar’s noncancelable leases are primarily comprised of finance leases for the acquisition of new trailing equipment. Each finance lease for the acquisition of trailing equipment is a five year lease with a $1 purchase option for the applicable equipment at lease expiration. Substantially all of Landstar’s operating lease
right-of-use
assets and operating lease liabilities represent leases for facilities maintained in support of the Company’s network of BCO Independent Contractors and office space used to conduct Landstar’s business. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives or other
build-out
clauses. Further, the leases do not contain contingent rent provisions. Landstar also rents certain trailing equipment to supplement the Company-owned trailer fleet under
“month-to-month”
lease terms, which are not required to be recorded on the balance sheet due to the less than twelve month lease term exemption. Sublease income is primarily comprised of weekly trailing equipment rentals to BCO Independent Contractors.
Most of Landstar’s operating leases include one or more options to renew. The exercise of lease renewal options is typically at Landstar’s sole discretion, and, as such, the majority of renewals to extend the lease terms are not included in the
right-of-use
assets and lease liabilities as they are not reasonably certain of exercise. Landstar regularly evaluates the renewal options, and when they are reasonably certain of exercise, Landstar includes the renewal period in the lease term.
As most of Landstar’s operating leases do not provide an implicit rate, Landstar utilized its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Landstar has a centrally managed treasury function; therefore, based on the applicable lease terms and the current economic environment, the Company applies a portfolio approach for determining the incremental borrowing rate.
 
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5

The components of lease cost for finance leases and operating leases for the twenty six weeks ended July 1, 2023 were (in thousands):
 
Finance leases:
        
Amortization of
right-of-use
assets
   $ 10,445  
Interest on lease liability
     1,452  
    
 
 
 
Total finance lease cost
     11,897  
Operating leases:
        
Lease cost
     1,751  
Variable lease cost
         
Sublease income
     (2,626
    
 
 
 
Total net operating lease income
     (875
    
 
 
 
Total net lease cost
   $ 11,022  
    
 
 
 
A summary of the lease classification on our consolidated balance sheet as of July 1, 2023 is as follows (in thousands):
 
Assets:
 
 
 
 
 
 
Operating lease
right-of-use
assets
   Other assets    $ 1,766  
Finance lease assets
   Operating property, less accumulated depreciation and amortization      125,947  
         
 
 
 
Total lease assets
        $ 127,713  
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
The following table reconciles the undiscounted cash flows for the finance and operating leases to the finance and operating lease liabilities recorded on the balance sheet at July 1, 2023 (in thousands):
 
    
Finance

Leases
    
Operating

Leases
 
2023 Remainder
   $ 18,669      $ 430  
2024
     28,843        735  
2025
     22,658        456  
2026
     14,530        128  
2027
     4,115        128  
Thereafter
               50  
    
 
 
    
 
 
 
Total future minimum lease payments
     88,815        1,927  
Less amount representing interest (1.6% to 6.0%)
     4,106        161  
    
 
 
    
 
 
 
Present value of minimum lease payments
   $ 84,709      $ 1,766  
    
 
 
    
 
 
 
Current maturities of long-term debt
     31,560           
Long-term debt, excluding current maturities
     53,149           
Other current liabilities
              800  
Deferred income taxes and other noncurrent liabilities
              966  
The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of July 1, 2023 were:
 
     Finance Leases     Operating Leases  
Weighted average remaining lease term (years)
     3.1       2.9  
Weighted average discount rate
     3.0     6.0
 
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6

(10) Debt
Other than the finance lease obligations as presented on the consolidated balance sheets, the Company had no outstanding debt as of July 1, 2023 and December 31, 2022.
On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000. As of July 1, 2023, the Company had no borrowings outstanding under the Credit Agreement.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and an applicable margin ranging from 1.25% to 2.00%, or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 1.00%, in each case with the applicable margin determined based upon the Company’s Leverage Ratio, as defined in the Credit Agreement, at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. The revolving credit facility bears a commitment fee, payable quarterly in arrears, of 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered.
The Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness. The Company is required to, among other things, maintain a minimum fixed charge coverage ratio, as described in the Credit Agreement, and maintain a Leverage Ratio, as defined in the Credit Agreement, below a specified maximum. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock to the extent there is a default under the Credit Agreement. In addition, the Credit Agreement under certain circumstances limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Leverage Ratio would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter. The Credit Agreement provides for an event of default in the event that, among other things, a person or group acquires 35% or more of the outstanding capital stock of the Company or obtains power to elect a majority of the Company’s directors or the directors cease to consist of a majority of Continuing Directors, as defined in the Credit Agreement. None of these covenants are presently considered by management to be materially restrictive to the Company’s operations, capital resources or liquidity. The Company is currently in compliance with all of the debt covenants under the Credit Agreement.
The interest rates on borrowings under the revolving credit facility are typically tied to short-term interest rates and, as such, carrying value approximates fair value. Interest rates on borrowings under finance leases approximate the interest rates that would currently be available to the Company under similar terms and, as such, carrying value approximates fair value.
(11) Commitments and Contingencies
Short-term investments include $58,574,000 in current maturities of investments held by the Company’s insurance segment at July 1, 2023. The
non-current
portion of the bond portfolio of $92,757,000 is included in other assets. The short-term investments, together with $26,500,000 of
non-current
investments, provide collateral for the $76,567,000 of letters of credit issued to guarantee payment of insurance claims. As of July 1, 2023, Landstar also had $33,492,000 of additional letters of credit outstanding under the Company’s Credit Agreement.
The Company is involved in certain claims and pending litigation arising from the normal conduct of business. Many of these claims are covered in whole or in part by insurance. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable losses with respect to the resolution of all such claims and pending litigation and that the ultimate outcome, after provisions therefor, will not have a material adverse effect on the financial condition of the Company, but could have a material effect on the results of operations in a given quarter or year.
 
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7

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the interim consolidated financial statements and notes thereto included herein, and with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2022 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2022 Annual Report on Form
10-K.
FORWARD-LOOKING STATEMENTS
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this document that are not based on historical facts are “forward-looking statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form
10-Q
contain forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “expects,” “plans,” “predicts,” “may,” “should,” “could,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the impact of the Russian conflict with Ukraine on the operations of certain independent commission sales agents, including the Company’s largest such agent by revenue in the 2022 fiscal year; the impact of the coronavirus
(COVID-19)
pandemic; an increase in the frequency or severity of accidents or other claims; unfavorable development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; decreased demand for transportation services; U.S. trade relationships; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; intellectual property; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form
10-K
for the 2022 fiscal year, described in Item 1A “Risk Factors”, in Landstar’s Form
10-Q
for the quarterly period ended April 1, 2023, described in Part II, Item 1A “Risk Factors”, and in this report or in Landstar’s other Securities and Exchange Commission filings from time to time. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Introduction
Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc. (collectively referred to herein with their subsidiaries and other affiliated companies as “Landstar” or the “Company”), is a worldwide technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third party capacity providers and employees. The Company offers services to its customers across multiple transportation modes, with the ability to arrange for individual shipments of freight to comprehensive third party logistics solutions to meet all of a customer’s transportation needs. Landstar provides services principally throughout the United States and to a lesser extent in Canada and Mexico, and between the United States and Canada, Mexico and other countries around the world. The Company’s services emphasize safety, information coordination and customer service and are delivered through a network of over 1,100 independent commission sales agents and over 97,000 third party capacity providers, primarily truck capacity providers, linked together by a series of digital technologies which are provided and coordinated by the Company. The nature of the Company’s business is such that a significant portion of its operating costs varies directly with revenue.
Landstar markets its integrated transportation management solutions primarily through independent commission sales agents and exclusively utilizes third party capacity providers to transport customers’ freight. Landstar’s independent commission sales agents enter into contractual arrangements with the Company and are responsible for locating freight, making that freight available to Landstar’s capacity providers and coordinating the transportation of the freight with customers and capacity providers. The Company’s third party capacity providers consist of independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”), unrelated trucking companies who provide truck capacity to the Company under
non-exclusive
contractual arrangements (the “Truck Brokerage Carriers”), air cargo carriers, ocean cargo carriers and railroads. Through this network of agents and capacity providers linked together by Landstar’s ecosystem of digital technologies, Landstar operates an integrated transportation management solutions business primarily throughout North America with revenue of $7.4 billion during the most recently completed fiscal year. The Company reports the results of two operating segments: the transportation logistics segment and the insurance segment.
The transportation logistics segment provides a wide range of integrated transportation management solutions. Transportation services are provided by Landstar’s “Operating Subsidiaries”: Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc., Landstar Transportation Logistics, Inc., Landstar Global Logistics, Inc., Landstar Express America, Inc., Landstar Canada, Inc., Landstar Metro, S.A.P.I. de C.V., and as further described below, Landstar Blue, LLC. Transportation services offered by the Company include truckload, less-than-truckload transportation and other truck transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul/specialized, U.S.-Canada and U.S.-Mexico cross-border, intra-Mexico, intra-Canada, project cargo and customs brokerage. Examples of the industries serviced by the transportation logistics segment include automotive parts and assemblies, consumer durables, building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics
 
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Table of Contents
and military equipment. In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers. The independent commission sales agents market services provided by the transportation logistics segment. Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue. During the
twenty-six-week
period ended July 1, 2023, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 37%, 55% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 5% of the Company’s consolidated revenue in the
twenty-six-week
period ended July 1, 2023.
Landstar Blue, LLC (“Landstar Blue”) arranges truckload brokerage services with a focus on the contract services market. Landstar Blue also helps the Company to develop and test digital technologies and processes for the benefit of all Landstar independent commission sales agents. The results of operations from Landstar Blue are presented as part of the Company’s transportation logistics segment. Revenue from Landstar Blue represented approximately 1% of the Company’s transportation logistics segment revenue in the
twenty-six-week
period ended July 1, 2023.
The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. The insurance segment provides risk and claims management services to certain of Landstar’s operating subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to certain of Landstar’s operating subsidiaries. Revenue at the insurance segment represents reinsurance premiums from third party insurance companies that provide insurance programs to BCO Independent Contractors where all or a portion of the risk is ultimately borne by Signature. Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for the
twenty-six-week
period ended July 1, 2023.
Changes in Financial Condition and Results of Operations
Management believes the Company’s success principally depends on its ability to generate freight revenue through its network of independent commission sales agents and to deliver freight safely and efficiently utilizing third party capacity providers. Management believes the most significant factors to the Company’s success include increasing revenue, sourcing capacity, empowering its network through technology-based tools and controlling costs, including insurance and claims.
Revenue
While customer demand, which is subject to overall economic conditions, ultimately drives increases or decreases in revenue, the Company primarily relies on its independent commission sales agents to establish customer relationships and generate revenue opportunities. Management’s emphasis with respect to revenue growth is on revenue generated by independent commission sales agents who on an annual basis generate $1 million or more of Landstar revenue (“Million Dollar Agents”). Management believes future revenue growth is primarily dependent on its ability to increase both the revenue generated by Million Dollar Agents and the number of Million Dollar Agents through a combination of recruiting new agents, increasing the revenue opportunities generated by existing independent commission sales agents and providing its independent commission sales agents with digital technologies they may use to grow revenue and increase efficiencies at their businesses. During the 2022 fiscal year, 625 independent commission sales agents generated $1 million or more of Landstar revenue and thus qualified as Million Dollar Agents. During the 2022 fiscal year, the average revenue generated by a Million Dollar Agent was $11,499,000 and revenue generated by Million Dollar Agents in the aggregate represented 97% of consolidated revenue.
 
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Table of Contents
Management monitors business activity by tracking the number of loads (volume) and revenue per load by mode of transportation. Revenue per load can be influenced by many factors other than a change in price. Those factors include the average length of haul, freight type, special handling and equipment requirements, fuel costs and delivery time requirements. For shipments involving two or more modes of transportation, revenue is generally classified by the mode of transportation having the highest cost for the load. The following table summarizes this information by trailer type for truck transportation and by mode for all others:
 
    
Twenty Six Weeks Ended
   
Thirteen Weeks Ended
 
    
July 1,

2023
   
June 25,
2022
   
July 1,

2023
   
June 25,
2022
 
Revenue generated through (in thousands):
        
Truck transportation
        
Truckload:
        
Van equipment
   $ 1,458,124     $ 2,108,143     $ 703,041     $ 1,026,938  
Unsided/platform equipment
     772,336       883,032       394,772       474,274  
Less-than-truckload
     62,673       70,651       31,115       36,931  
Other truck transportation
(1)
     277,520       436,656       118,017       209,055  
  
 
 
   
 
 
   
 
 
   
 
 
 
Total truck transportation
     2,570,653       3,498,482       1,246,945       1,747,198  
Rail intermodal
     50,889       86,110       25,232       43,422  
Ocean and air cargo carriers
     136,534       310,904       75,441       158,847  
Other
(2)
     51,456       50,167       26,239       25,597  
  
 
 
   
 
 
   
 
 
   
 
 
 
   $ 2,809,532     $ 3,945,663     $ 1,373,857     $ 1,975,064  
  
 
 
   
 
 
   
 
 
   
 
 
 
Revenue on loads hauled via BCO Independent Contractors included in total truck transportation
   $ 1,034,881     $ 1,415,963     $ 515,355     $ 688,389  
Number of loads:
        
Truck transportation
        
Truckload:
        
Van equipment
     655,036       763,750       323,082       387,482  
Unsided/platform equipment
     263,185       279,345       135,613       147,516  
Less-than-truckload
     93,066       96,828       46,874       48,985  
Other truck transportation
(1)
     110,373       166,747       52,311       80,817  
  
 
 
   
 
 
   
 
 
   
 
 
 
Total truck transportation
     1,121,660       1,306,670       557,880       664,800  
Rail intermodal
     15,390       24,220       7,630       11,590  
Ocean and air cargo carriers
     16,750       22,890       8,310       11,330  
  
 
 
   
 
 
   
 
 
   
 
 
 
     1,153,800       1,353,780       573,820       687,720  
  
 
 
   
 
 
   
 
 
   
 
 
 
Loads hauled via BCO Independent Contractors included in total truck transportation
     463,910       527,830       231,360       265,590  
Revenue per load:
        
Truck transportation
        
Truckload:
        
Van equipment
   $ 2,226     $ 2,760     $ 2,176     $ 2,650  
Unsided/platform equipment
     2,935       3,161       2,911       3,215  
Less-than-truckload
     673       730       664       754  
Other truck transportation
(1)
     2,514       2,619       2,256       2,587  
Total truck transportation
     2,292       2,677       2,235       2,628  
Rail intermodal
     3,307       3,555       3,307       3,747  
Ocean and air cargo carriers
     8,151       13,583       9,078       14,020  
Revenue per load on loads hauled via BCO Independent Contractors
   $ 2,231     $ 2,683     $ 2,228     $ 2,592  
Revenue by capacity type (as a % of total revenue):
        
Truck capacity providers:
        
BCO Independent Contractors
     37     36     38     35
Truck Brokerage Carriers
     55     53     53     54
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     5     8     5     8
Other
     2     1     2     1
 
(1)
Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee.
(2)
Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro.
 
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Table of Contents
Expenses
Purchased transportation
Also critical to the Company’s success is its ability to secure capacity, particularly truck capacity, at rates that allow the Company to profitably transport customers’ freight. The following table summarizes the number of available truck capacity providers on the dates indicated:
 
    
July 1, 2023
    
June 25, 2022
 
BCO Independent Contractors
     9,748        11,023  
Truck Brokerage Carriers:
     
Approved and active
(1)
     58,303        70,649  
Other approved
     29,503        29,454  
  
 
 
    
 
 
 
     87,806        100,103  
  
 
 
    
 
 
 
Total available truck capacity providers
     97,554        111,126  
  
 
 
    
 
 
 
Trucks provided by BCO Independent Contractors
     10,548        11,887  
 
(1)
Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal quarter end.
Purchased transportation represents the amount a BCO Independent Contractor or other third party capacity provider is paid to haul freight. The amount of purchased transportation paid to a BCO Independent Contractor is primarily based on a contractually agreed-upon percentage of revenue generated by loads hauled by the BCO Independent Contractor. Purchased transportation paid to a Truck Brokerage Carrier is based on either a negotiated rate for each load hauled or, to a lesser extent, a contractually agreed-upon fixed rate per load. Purchased transportation paid to railroads and ocean cargo carriers is based on either a negotiated rate for each load hauled or a contractually agreed-upon fixed rate per load. Purchased transportation paid to air cargo carriers is generally based on a negotiated rate for each load hauled. Purchased transportation as a percentage of revenue for truck brokerage, rail intermodal and ocean cargo services is normally higher than that of BCO Independent Contractor and air cargo services. Purchased transportation is the largest component of costs and expenses and, on a consolidated basis, increases or decreases as a percentage of consolidated revenue in proportion to changes in the percentage of consolidated revenue generated through BCO Independent Contractors and other third party capacity providers and external revenue from the insurance segment, consisting of reinsurance premiums. Purchased transportation as a percent of revenue also increases or decreases in relation to the availability of truck brokerage capacity and with changes in the price of fuel on revenue generated from shipments hauled by Truck Brokerage Carriers. The Company passes 100% of fuel surcharges billed to customers for freight hauled by BCO Independent Contractors to its BCO Independent Contractors. These fuel surcharges are excluded from revenue and the cost of purchased transportation. Purchased transportation costs are recognized over the freight transit period as the performance obligation to the customer is completed.
Commissions to agents
Commissions to agents are based on contractually agreed-upon percentages of (i) revenue, (ii) revenue less the cost of purchased transportation, or (iii) revenue less a contractually agreed upon percentage of revenue retained by Landstar and the cost of purchased transportation (the “retention contracts”). Commissions to agents as a percentage of consolidated revenue vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation and reinsurance premiums and, in general, vary inversely with changes in the amount of purchased transportation as a percentage of revenue on services provided by Truck Brokerage Carriers, railroads, air cargo carriers and ocean cargo carriers. Commissions to agents are recognized over the freight transit period as the performance obligation to the customer is completed.
Other operating costs, net of gains on asset sales/dispositions
Maintenance costs for Company-provided trailing equipment, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and BCO Independent Contractor recruiting and qualification costs are the largest components of other operating costs. Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.
 
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Table of Contents
Insurance and claims
With respect to insurance and claims cost, potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable.
Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. Effective May 1, 2019, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2019 Initial Excess Policy”) with a third party insurance company. The Company subsequently extended the 2019 Initial Excess Policy for one additional policy year, from May 1, 2022 through April 30, 2023. For commercial trucking claims incurred on or after May 1, 2022 through April 30, 2023, the extended 2019 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $10 million for the policy period ended April 30, 2023. Effective May 1, 2023, the Company entered into a new three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the
thirty-six
month term ending April 30, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the
thirty-six
month term ending April 30, 2026.
The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $10 million. These third party arrangements provide coverage on a per occurrence or aggregated basis. In recent years, there has been a significant increase in the occurrence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending April 30, 2024, the Company experienced an increase of approximately $21 million, or over 380%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.
Moreover, in recent years the Company has increased the level of its financial exposure to commercial trucking claims in excess of $10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage. For example, with respect to a single hypothetical claim in the amount of $60 million incurred during the annual policy year ending April 30, 2024, the Company would have an aggregate financial exposure of approximately $25 million. Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Further, the Company retains liability of up to $2,000,000 for each general liability claim, $250,000 for each workers’ compensation claim and up to $250,000 for each cargo claim. In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various factors including the extent to which such carriers maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo claims or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Selling, general and administrative
During the
twenty-six-week
period ended July 1, 2023, employee compensation and benefits accounted for approximately 60% of the Company’s selling, general and administrative costs. Employee compensation and benefits include wages and employee benefit costs as well as incentive compensation and stock-based compensation expense. Incentive compensation and stock-based compensation expense is highly variable in nature in comparison to wages and employee benefit costs.
 
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Table of Contents
Depreciation and amortization
Depreciation and amortization primarily relate to depreciation of trailing equipment and information technology hardware and software.
Costs of revenue
The Company incurs costs of revenue related to the transportation of freight and, to a much lesser extent, to reinsurance premiums received by Signature. Costs of revenue include variable costs of revenue and other costs of revenue. Variable costs of revenue include purchased transportation and commissions to agents, as these costs are entirely variable on a
shipment-by-shipment
basis. Other costs of revenue include fixed costs of revenue and semi-variable costs of revenue, where such costs may vary over time based on certain economic factors or operational metrics such as the number of Company-controlled trailers, the number of BCO Independent Contractors, the frequency and severity of insurance claims, the number of miles traveled by BCO Independent Contractors, or the number and/or scale of information technology projects in process or
in-service
to support revenue generating activities, rather than on a
shipment-by-shipment
basis. Other costs of revenue associated with the transportation of freight include: (i) other operating costs, primarily consisting of trailer maintenance, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and BCO Independent Contractor recruiting and qualification costs, as reported in the Company’s Consolidated Statements of Income, (ii) transportation-related insurance premiums paid and claim costs incurred, included as a portion of insurance and claims in the Company’s Consolidated Statements of Income, (iii) costs incurred related to internally developed software including ASC
350-40
amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company’s Consolidated Statements of Income; and (iv) depreciation on Company-owned trailing equipment, included as a portion of depreciation and amortization in the Company’s Consolidated Statements of Income. Other costs of revenue associated with reinsurance premiums received by Signature are comprised of broker commissions and other fees paid related to the administration of insurance programs to BCO Independent Contractors and are included in selling, general and administrative in the Company’s Consolidated Statements of Income. In addition to costs of revenue, the Company incurs various other costs relating to its business, including most selling, general and administrative costs and portions of costs attributable to insurance and claims and depreciation and amortization. Management continually monitors all components of the costs incurred by the Company and establishes annual cost budgets that, in general, are used to benchmark costs incurred on a monthly basis.
Gross Profit, Variable Contribution, Gross Profit Margin and Variable Contribution Margin
The following table sets forth calculations of gross profit, defined as revenue less costs of revenue, and gross profit margin defined as gross profit divided by revenue, for the periods indicated. The Company refers to revenue less variable costs of revenue as “variable contribution” and variable contribution divided by revenue as “variable contribution margin”. Variable contribution and variable contribution margin are each
non-GAAP
financial measures. The closest comparable GAAP financial measures to variable contribution and variable contribution margin are, respectively, gross profit and gross profit margin. The Company believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a
shipment-by-shipment
level attributable to our transportation network of third-party capacity providers and independent commission sales agents in order to provide services to our customers. The Company believes variable contribution and variable contribution margin are important performance measurements and management considers variable contribution and variable contribution margin in evaluating the Company’s financial performance and in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
 
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Table of Contents
The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:
 
    
Twenty Six Weeks Ended
    
Thirteen Weeks Ended
 
    
July 1,

2023
    
June 25,
2022
    
July 1,

2023
    
June 25,
2022
 
Revenue
   $ 2,809,532      $ 3,945,663      $ 1,373,857      $ 1,975,064  
Costs of revenue:
           
Purchased transportation
     2,154,491        3,096,018        1,053,197        1,545,688  
Commissions to agents
     248,153        311,634        122,478        161,856  
  
 
 
    
 
 
    
 
 
    
 
 
 
Variable costs of revenue
     2,402,644        3,407,652        1,175,675        1,707,544  
Trailing equipment depreciation
     16,519        18,363        8,150        9,280  
Information technology costs
     13,493        9,039        6,742        4,993  
Insurance-related costs (1)
     58,382        66,441        30,122        34,786  
Other operating costs
     25,840        21,522        13,462        10,381  
  
 
 
    
 
 
    
 
 
    
 
 
 
Other costs of revenue
     114,234        115,365        58,476        59,440  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total costs of revenue
     2,516,878        3,523,017        1,234,151        1,766,984  
  
 
 
    
 
 
    
 
 
    
 
 
 
Gross profit
   $ 292,654      $ 422,646      $ 139,706      $ 208,080  
  
 
 
    
 
 
    
 
 
    
 
 
 
Gross profit margin
     10.4%        10.7%        10.2%        10.5%  
Plus: other costs of revenue
     114,234        115,365        58,476        59,440  
  
 
 
    
 
 
    
 
 
    
 
 
 
Variable contribution
   $ 406,888      $ 538,011      $ 198,182      $ 267,520  
  
 
 
    
 
 
    
 
 
    
 
 
 
Variable contribution margin
     14.5%        13.6%        14.4%        13.5%  
 
(1)
Insurance-related costs in the table above include (i) other costs of revenue related to the transportation of freight that are included as a portion of insurance and claims in the Company’s Consolidated Statements of Income and (ii) certain other costs of revenue related to reinsurance premiums received by Signature that are included as a portion of selling, general and administrative in the Company’s Consolidated Statements of Income. Insurance and claims costs included in other costs of revenue relating to the transportation of freight primarily consist of insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight and the related cost of claims incurred under those programs, and, to a lesser extent, the cost of claims incurred under insurance programs available to BCO Independent Contractors that are reinsured by Signature. Other insurance and claims costs included in costs of revenue that are included in selling, general and administrative in the Company’s Consolidated Statements of Income consist of brokerage commissions and other fees incurred by Signature relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by Signature.
In general, variable contribution margin on revenue generated by BCO Independent Contractors represents a fixed percentage due to the nature of the contracts that pay a fixed percentage of revenue to both the BCO Independent Contractors and independent commission sales agents. For revenue generated by Truck Brokerage Carriers, variable contribution margin may be either a fixed or variable percentage, depending on the contract with each individual independent commission sales agent. Variable contribution margin on revenue generated from shipments hauled by railroads, air cargo carriers, ocean cargo carriers and Truck Brokerage Carriers, other than those under retention contracts, is variable in nature, as the Company’s contracts with independent commission sales agents provide commissions to agents at a contractually agreed upon percentage of the amount represented by revenue less purchased transportation for these types of shipments. Approximately 42% of the Company’s consolidated revenue in the
twenty-six-week
period ended July 1, 2023 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 58% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.
Operating income as a percentage of gross profit and operating income as a percentage of variable contribution
The following table presents operating income as a percentage of gross profit and operating income as a percentage of variable contribution. The Company’s operating income as a percentage of variable contribution is a
non-GAAP
financial measure calculated as operating income divided by variable contribution. The Company believes that operating income as a percentage of variable contribution is useful and meaningful to investors for the following principal reasons: (i) the variable costs of revenue for a significant portion of the business are highly influenced by short-term market-based trends in the freight transportation industry, whereas other costs, including other
 
24

Table of Contents
costs of revenue, are much less impacted by short-term freight market trends; (ii) disclosure of this measure allows investors to better understand the underlying trends in the Company’s results of operations; (iii) this measure is meaningful to investors’ evaluations of the Company’s management of costs attributable to operations other than the purely variable costs associated with purchased transportation and commissions to agents that the Company incurs to provide services to our customers; and (iv) management considers this financial information in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
 
    
Twenty Six Weeks Ended
   
Thirteen Weeks Ended
 
    
July 1,

2023
   
June 25,

2022
   
July 1,

2023
   
June 25,

2022
 
Gross profit
   $ 292,654     $ 422,646     $ 139,706     $ 208,080  
Operating income
   $ 189,234     $ 313,251     $ 87,950     $ 150,418  
Operating income as % of gross profit
  
 
64.7
 
 
74.1
 
 
63.0
 
 
72.3
Variable contribution
   $ 406,888     $ 538,011     $ 198,182     $ 267,520  
Operating income
   $ 189,234     $ 313,251     $ 87,950     $ 150,418  
Operating income as % of variable contribution
  
 
46.5
 
 
58.2
 
 
44.4
 
 
56.2
The decrease in operating income as a percentage of gross profit from both the 2022
twenty-six-week
period to the 2023
twenty-six-week
period and from the 2022 thirteen-week period to the 2023 thirteen-week period primarily resulted from the effect of decreased gross profit on the Company’s fixed cost infrastructure, primarily certain components of selling, general and administrative costs.
The decrease in operating income as a percentage of variable contribution from both the 2022
twenty-six-week
period to the 2023
twenty-six-week
period and from the 2022 thirteen-week period to the 2023 thirteen-week period primarily resulted from the effect of decreased variable contribution on the Company’s fixed cost infrastructure, primarily certain components of selling, general and administrative costs, partially offset by the impact of decreased incentive and equity compensation costs under the Company’s variable compensation programs and decreased insurance and claims costs.
Also, as previously mentioned, the Company reports two operating segments: the transportation logistics segment and the insurance segment. External revenue at the insurance segment, representing reinsurance premiums, has historically been relatively consistent on an annual basis at 2% or less of consolidated revenue and generally corresponds directly with the number of trucks provided by BCO Independent Contractors. The discussion of cost line items in Management’s Discussion and Analysis of Financial Condition and Results of Operations considers the Company’s costs on a consolidated basis rather than on a segment basis. Management believes this presentation format is the most appropriate to assist users of the financial statements in understanding the Company’s business for the following reasons: (1) the insurance segment has no other operating costs; (2) discussion of insurance and claims at either segment without reference to the other may create confusion amongst investors and potential investors due to intercompany arrangements and specific deductible programs that affect comparability of financial results by segment between various fiscal periods but that have no effect on the Company from a consolidated reporting perspective; (3) selling, general and administrative costs of the insurance segment comprise less than 10% of consolidated selling, general and administrative costs and have historically been relatively consistent on a year-over-year basis; and (4) the insurance segment has no depreciation and amortization.
TWENTY-SIX
WEEKS ENDED JULY 1, 2023 COMPARED TO
TWENTY-SIX
WEEKS ENDED JUNE 25, 2022
Revenue for the 2023
twenty-six-week
period was $2,809,532,000, a decrease of $1,136,131,000, or 29%, compared to the 2022
twenty-six-week
period. Transportation revenue decreased $1,134,119,000, or 29%. The decrease in transportation revenue was attributable to decreased revenue per load of approximately 17% and a decreased number of loads hauled of approximately 15% compared to the 2022
twenty-six-week
period. Reinsurance premiums were $37,093,000 and $39,105,000 for the 2023 and 2022
twenty-six-week
periods, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2023
twenty-six-week
period compared to the 2022
twenty-six-week
period, partially offset by an increase in the aggregate value of equipment insured by BCO Independent Contractors under a physical damage program reinsured by Signature in the 2023
twenty-six-week
period compared to the 2022
twenty-six-week
period.
 
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Table of Contents
Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2023
twenty-six-week
period was $2,570,653,000, representing 91% of total revenue, a decrease of $927,829,000, or 27%, compared to the 2022
twenty-six-week
period. Revenue per load on loads hauled by third party truck capacity providers decreased approximately 14% compared to the 2022
twenty-six-week
period, and the number of loads hauled by third party truck capacity providers also decreased approximately 14% in the 2023
twenty-six-week
period compared to the 2022
twenty-six-week
period.
The decrease in revenue per load on loads hauled via truck was primarily due to pricing pressure throughout the 2023