UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 29, 1997
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
First Shelton Place, 1000 Bridgeport Avenue, Shelton, Connecticut
(Address of principal executive offices)
06484-0898
(Zip Code)
(203) 925-2900
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
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 ( X ) No ( )
The number of shares of the registrant's Common Stock, par value $.01 per
share, outstanding as of the close of business on May 8, 1997 was 12,616,833.
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 thirteen weeks ended March 29, 1997
are not necessarily indicative of the results that may be expected for the
entire fiscal year ending December 27, 1997.
These interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
1996 Annual Report on Form 10-K.
Index
Item 1
Consolidated Balance Sheets as of March 29, 1997
and December 28, 1996 ................................................ Page 3
Consolidated Statements of Income for the Thirteen Weeks
Ended March 29, 1997 and March 30, 1996 .............................. Page 4
Consolidated Statements of Cash Flows for the Thirteen Weeks
Ended March 29, 1997 and March 30, 1996 .............................. Page 5
Consolidated Statement of Changes in Shareholders'
Equity for the Thirteen Weeks Ended March 29, 1997 ................... Page 6
Notes to Consolidated Financial Statements.............................. Page 7
Item 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations......................... Page 8
2
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
March 29, December 28,
1997 1996
------------- ------------
ASSETS
Current assets:
Cash $ 8,022 $ 4,187
Trade accounts receivable, less allowance of $6,496 157,992 176,892
and $6,526
Other receivables, including advances to independent
contractors, less allowance of $4,551 and $4,390 16,057 10,740
Inventories 1,522 1,785
Prepaid expenses and other current assets 8,987 7,319
---------- -----------
Total current assets 192,580 200,923
---------- -----------
Operating property, less accumulated depreciation
and amortization of $49,422 and $50,223 100,307 105,564
Goodwill, less accumulated amortization of $7,520 and $7,087 54,693 55,126
Deferred income taxes and other assets 8,406 9,188
---------- -----------
Total assets $ 355,986 $ 370,801
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Cash overdraft $ 8,187 $ 13,488
Accounts payable 49,420 39,901
Current maturities of long-term debt 20,568 23,241
Estimated insurance claims 26,477 25,328
Other current liabilities 29,335 28,312
---------- -----------
Total current liabilities 133,987 130,270
---------- -----------
Long-term debt, excluding current maturities 48,941 67,155
Estimated insurance claims 26,340 25,819
Shareholders' equity:
Common stock, $.01 par value, authorized 20,000,000
shares, issued 12,889,874 shares and 12,882,874 shares 129 129
Additional paid-in capital 61,886 61,740
Retained earnings 90,660 87,655
Cost of 273,041 and 94,041 shares of common stock in treasury (5,957) (1,967)
---------- -----------
Total shareholders' equity 146,718 147,557
---------- -----------
Total liabilities and shareholders' equity $ 355,986 $ 370,801
========== ===========
See accompanying notes to consolidated financial statements.
3
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
Thirteen Weeks Ended
-----------------------
March 29, March 30,
1997 1996
---------- ----------
Revenue $ 305,558 $ 295,477
Costs and expenses:
Purchased transportation 215,122 200,213
Drivers' wages and benefits 8,145 11,505
Fuel and other operating costs 13,163 17,778
Insurance and claims 9,331 9,797
Commissions to agents and brokers 22,719 18,767
Selling, general and administrative 24,166 24,070
Depreciation and amortization 5,114 6,014
Restructuring costs 1,179
---------- ----------
Total costs and expenses 298,939 288,144
---------- ----------
Operating income 6,619 7,333
Interest and debt expense, net 1,439 1,922
---------- ----------
Income before income taxes 5,180 5,411
Income taxes 2,175 2,257
---------- ----------
Net income $ 3,005 $ 3,154
========== ==========
Earnings per share $ 0.24 $ 0.25
========== ==========
Average number of common shares outstanding 12,726,000 12,779,000
========== ==========
See accompanying notes to consolidated financial statements.
4
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
---------------------------
March 29, March 30,
1997 1996
----------- -----------
OPERATING ACTIVITIES
Net income $ 3,005 $ 3,154
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization of operating property 4,579 5,479
Amortization of goodwill and non-competition agreements 535 535
Non-cash interest charges 66 66
Provisions for losses on trade and other accounts
receivable 622 811
Gains on sales of operating property (762) (1,132)
Deferred income taxes, net 76 58
Changes in operating assets and liabilities:
Decrease (increase) in trade and other
accounts receivable 12,961 (7,519)
Decrease (increase) in inventories,
prepaid expenses and other assets (867) 182
Increase in accounts payable and
other liabilities 10,542 4,681
Increase in estimated insurance claims 1,670 847
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 32,427 7,162
----------- -----------
INVESTING ACTIVITIES
Purchases of operating property (4,289) (2,178)
Proceeds from sales of operating property 5,729 3,260
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,440 1,082
----------- -----------
FINANCING ACTIVITIES
Borrowings under revolving credit facility 7,000
Decrease in cash overdraft (5,301) (4,110)
Proceeds from exercise of stock options and
related income tax benefit 146 37
Purchases of common stock (3,990)
Principal payments on long-term debt and capital lease
obligations (20,887) (9,949)
----------- -----------
NET CASH USED BY FINANCING ACTIVITIES (30,032) (7,022)
----------- -----------
Increase in cash 3,835 1,222
Cash at beginning of period 4,187 3,415
----------- -----------
Cash at end of period $ 8,022 $ 4,637
=========== ===========
See accompanying notes to consolidated financial statements.
5
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
Thirteen Weeks Ended March 29, 1997
(Dollars in thousands)
(Unaudited)
Treasury Stock
Common Stock Additional at Cost
------------------ Paid-In Retained ----------------
Shares Amount Capital Earnings Shares Amount Total
---------- ------- --------- -------- -------- ------- ---------
Balance December 28, 1996 12,882,874 $ 129 $61,740 $87,655 94,041 $(1,967) $147,557
Purchases of common stock 179,000 (3,990) (3,990)
Exercise of stock options
and related income tax
benefit 7,000 146 146
Net income 3,005 3,005
---------- ------- -------- -------- -------- -------- ---------
Balance March 29, 1997 12,889,874 $ 129 $61,886 $90,660 273,041 $(5,957) $146,718
========== ======= ======== ======== ======== ======== =========
See accompanying notes to consolidated financial statements.
6
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".
(1) Income Taxes
The provisions for income taxes for both the 1997 and 1996
thirteen week periods were based on an estimated combined
full year effective income tax rate of approximately 42%,
which is higher than the statutory federal income tax rate,
primarily as a result of state income taxes, amortization
of certain goodwill and the meals and entertainment exclusion.
(2) Earnings Per Share
Earnings per share amounts were based on the weighted average
number of common shares outstanding.
(3) Additional Cash Flow Information
During the 1997 period, Landstar paid income taxes and
interest of $813,000 and $1,719,000, respectively, and
did not acquire any property by entering into capital leases.
During the 1996 period, Landstar paid income taxes and
interest of $1,688,000 and $1,795,000, respectively, and
acquired operating property by entering into capital leases
in the amount of $8,659,000.
(4) Commitments and Contingencies
At March 29, 1997, Landstar had commitments for letters of
credit outstanding in the amount of $21,469,000, primarily as
collateral for estimated insurance claims.
Landstar is involved in certain claims and pending litigation
arising from the normal conduct of business. Based on the
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 claims and pending litigation and that the ultimate outcome,
after provisions thereof, will not have a material adverse effect
on the financial condition of Landstar, but could have a material
effect on the results of operations in a given quarter or year.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
attached interim consolidated financial statements and notes
thereto, and with the Company's audited financial statements and
notes thereto for the fiscal year ended December 28, 1996 and
Management's Discussion and Analysis of Financial Condition and
Results of Operations, included in the Annual Report to
Shareholders.
RESULTS OF OPERATIONS
Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc.
("Landstar" or the "Company") provide transportation services to a variety
of market niches throughout the United States and to a lesser extent in Canada
and between the United States and Canada and Mexico through its operating
subsidiaries. The Company provides truckload transportation, intermodal
transportation services, expedited air and surface transportation and contract
logistics services.
The Company provides truckload and expedited surface transportation through
independent contractors, and to a lesser extent company-owned equipment driven
by company-employed drivers. The Company's intermodal and expedited air
transportation services primarily involve arranging for the movement of
customer's goods by a combination of rail or air and truck. Both the railroads
and air cargo carriers used by the Company in its intermodal and expedited air
operations are independent contractors. Contract logistics services include
single source alternatives, truck brokerage and other transportation solutions
for large customers. The Company markets its transportation services and
provides local operating support primarily through a network of independent
commission sales agents.
A significant portion of the Company's operating costs vary directly with
revenue which is attributable to the use of independent contractors and
independent commission sales agents. Purchased transportation represents the
amount an independent contractor is paid to haul freight and is primarily based
on a contractually agreed upon percentage of revenue generated by the haul for
truck operations. Purchased transportation for the intermodal and expedited
air operations is based on a contractually agreed-upon fixed rate. Purchased
transportation as a percentage of revenue for the intermodal operations is
normally higher than that of Landstar's other transportation services.
Purchased transportation is the largest component of costs and expenses and,
on a consolidated basis, increases or decreases in proportion to the revenue
generated through independent contractors. Commissions to agents and brokers
are primarily based on contractually agreed upon percentages of revenue or
contractually agreed upon percentages of gross profit. Commissions to agents
and brokers as a percentage of consolidated revenue will vary directly with the
revenue generated through independent commission sales agents. Both purchased
transportation and commissions to agents and brokers generally will also
increase or decrease as a percentage of the Company's consolidated revenue
if there is a change in the percentage of revenue contributed by intermodal
operations or expedited air operations or through company-employed drivers.
Drivers' wages and benefits represent the amount Landstar employee drivers
are compensated. Employee drivers are compensated primarily on a cents per
8
mile driven basis. Drivers' wages and benefits as a percentage of consolidated
revenue generally will vary only if there is a change in the revenue
contribution generated through independent contractors or a change in
Landstar's rate of employee driver pay or benefit structure.
The Company's intention is to continue its expansion of truckload
capacity provided by independent contractors and to reduce its
truckload capacity provided by company-owned equipment and company-
employed drivers. It is also the Company's intention to favor independent
commission sales agent locations over company-owned and operated locations.
Historically, the intermodal operations and a portion of the company-owned
equipment operations have principally utilized a company employee sales
structure and to a lesser degree, independent commission sales agents. During
1996, management completed the process of converting the majority of the
company-owned sales locations to independent commission sales agent locations.
Accordingly, purchased transportation and commissions to agents and brokers are
anticipated to increase as a percentage of total consolidated revenue and
drivers' wages and benefits are anticipated to decline as a percentage of total
consolidated revenue over time.
Potential liability associated with accidents in the trucking
industry is severe and occurrences are unpredictable. The industry
is also subject to substantial workers' compensation expense. A
material increase in the frequency or severity of accidents or
workers' compensation claims or the unfavorable development of
existing claims can be expected to adversely affect Landstar's
operating income.
The cost of fuel, including fuel taxes, is the largest component of fuel
and other operating costs. Changes in prevailing prices of fuel or increases
in fuel taxes can significantly affect the operating results of the company-
owned equipment operations. Also included in fuel and other operating costs
are costs of equipment maintenance paid to third parties and the operating
costs of Company terminals. Effective August 1, 1996, Landstar closed all but
one of its Company terminals, including those that had functioned as Landstar
Centers. The closings were part of the Company's strategy to reduce its fixed
cost elements.
Employee compensation and benefits account for more than half of the Company's
selling, general and administrative expense. Other significant components of
selling, general and administrative expense are data processing expense,
communications costs and rent expense.
9
The following table sets forth the percentage relationships of
expense items to revenue for the periods indicated:
Thirteen Weeks Ended
-----------------------
March 29, March 30,
1997 1996
---------- ----------
Revenue 100.0% 100.0%
Costs and expenses:
Purchased transportation 70.4% 67.8%
Drivers' wages and benefits 2.7% 3.9%
Fuel and other operating costs 4.3% 6.0%
Insurance and claims 3.0% 3.3%
Commissions to agents and brokers 7.4% 6.4%
Selling, general and administrative 7.9% 8.1%
Depreciation and amortization 1.7% 2.0%
Restructuring costs 0.4% -
------- -------
Total costs and expenses 97.8% 97.5%
------- -------
Operating income 2.2% 2.5%
Interest and debt expense, net 0.5% 0.7%
------- -------
Income before income taxes 1.7% 1.8%
Income taxes 0.7% 0.7%
------- -------
Net income 1.0% 1.1%
======= =======
THIRTEEN WEEKS ENDED MARCH 29, 1997 COMPARED TO THIRTEEN WEEKS
ENDED MARCH 30, 1996
Revenue for the 1997 thirteen week period was $305,558,000, an
increase of $10,081,000, or 3.4%, over the 1996 thirteen week
period. The increase was primarily attributable to an increase in
revenue per revenue mile (price) of approximately 4%, which reflected improved
freight quality. An increase in revenue miles (volume) generated through
independent contractors was offset by a decline in revenue miles generated
through company-owned equipment, which reflected a planned reduction in
company-owned tractors. In the 1997 period, revenue generated through
independent contractors, including railroads and air cargo carriers, was 92.9%
of total consolidated revenue compared with 88.7% in the 1996 period.
Purchased transportation was 70.4% of revenue in 1997 compared
with 67.8% in 1996. Drivers' wages and benefits were 2.7% of revenue in 1997
compared with 3.9% in 1996. Fuel and other operating costs were 4.3% of
revenue in 1997 compared with 6.0% in 1996. The increase in purchased
transportation and decrease in drivers' wages and benefits and fuel and other
operating costs as a percentage of revenue was primarily attributable to an
increase in the percentage of revenue generated through independent contractors
which reflected the reduction in company-owned equipment in accordance with a
previously announced restructuring plan.
10
The decrease in fuel and other operating costs as a percentage of revenue was
also attributable to reduced terminal and maintenance costs, partially offset
by increased trailer costs. Insurance and claims were 3.0% of revenue in 1997
compared with 3.3% in 1996. The favorable variance to prior year was primarily
due to lower third party premiums. Commissions to agents and brokers were 7.4%
of revenue in 1997 compared with 6.4% in 1996, primarily due to an increased
percentage of revenue generated through independent commission sales agents,
which reflected the conversion of company-owned sales locations to independent
commission sales agent locations. Selling, general and administrative costs
were 7.9% of revenue in 1997 compared with 8.1% of revenue in 1996, primarily
due to increased revenue, partially offset by an increased provision for
bonuses under the Company's management incentive compensation plan.
Depreciation and amortization was 1.7% of revenue in 1997 compared with 2.0%
in 1996, primarily due to a decrease in the number of company-owned tractors.
During the fourth quarter of 1996, the Company announced a plan to
restructure its Landstar T.L.C., Inc. ("Landstar T.L.C.") and Landstar Poole,
Inc. ("Landstar Poole") operations, in addition to the relocation of its
Shelton, Connecticut corporate office headquarters to Jacksonville, Florida in
the second quarter of 1997. The Landstar Poole restructuring plan included the
transfer of the variable cost business component of Landstar Poole to Landstar
Ranger, Inc. and the disposal of 175 company-owned tractors. The Landstar
T.L.C. restructuring plan included the merger of Landstar T.L.C. into Landstar
Inway, Inc. and the disposal of all the company-owned tractors. During the
first quarter of 1997, the Company incurred $1,179,000 of such restructuring
costs.
The provisions for income taxes for both the 1997 and 1996 thirteen week
periods were both based on an estimated full year combined effective income
tax rate of approximately 42%, which is higher than the statutory federal
income tax rate primarily as a result of state income taxes, amortization of
certain goodwill and the meals and entertainment exclusion.
Net income was $3,005,000, or $0.24 per share, in the 1997 period,
compared with $3,154,000, or $0.25 per share, in the 1996 period. Excluding
restructuring costs, 1997 net income would have been $3,689,000, or $0.29 per
share.
CAPITAL RESOURCES AND LIQUIDITY
Shareholders' equity decreased to $146,718,000 at March 29, 1997, compared with
$147,557,000 at December 28, 1996, which reflected the repurchase of 179,000
shares of common stock, at an aggregate cost of $3,990,000, partially offset by
the net income for the period. However, shareholders' equity increased to
67.9% of total capitalization at March 29, 1997 compared with 62.0% at
December 28, 1996, as a result of reduced borrowings on the acquisition line of
the senior credit facility and reduced capital lease obligations.
Working capital and the ratio of current assets to current
liabilities were $58,593,000 and 1.44 to 1, respectively, at March
29, 1997, compared with $70,653,000 and 1.54 to 1, respectively, at
December 28, 1996. Landstar has historically operated with a current
ratio of approximately 1.5 to 1. Cash provided by operating activities was
$32,427,000 in the 1997 thirteen week period compared with $7,162,000 in the
1996 thirteen week period. The increase in cash flow provided by operating
11
activities was primarily attributable to the timing of cash collections and
payments. During the 1997 thirteen week period, Landstar purchased $4,289,000
of operating property and did not acquire any operating property by entering
into capital leases. Landstar plans to acquire approximately $10,700,000 of
operating property during the remainder of fiscal year 1997 either by purchase
or lease financing.
Management believes that cash flow from operations combined with the Company's
borrowing capacity under its revolving credit agreement will be adequate to
meet Landstar's debt service requirements, fund continued growth, both internal
and through acquisitions, and meet working capital needs.
Management does not believe inflation has had a material impact on the
results of operations or financial condition of Landstar in the past five
years. However, inflation higher than that experienced in the past five
years might have an adverse effect on the Company's results of operations.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard ("FAS") No. 128, "Earnings per Share." This
statement, effective for financial statements issued for periods ending after
December 15, 1997, replaces the presentation of primary earnings per share,
currently required under Accounting Principals Board Opinion 15 "Earnings
Per Share" ("APB 15"), with a presentation of basic earnings per share.
Basic earnings per share excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding for the period. FAS No. 128 also requires the dual
presentation of basic earnings per share and diluted earnings per share on the
face of the income statement. Management believes that, upon the adoption of
this statement, basic earnings per share will not differ from primary earnings
per share calculated in accordance with APB 15 and diluted earnings per share
will not be materially different from the basic earnings per share given the
current market value of the Company's common stock and the current structure
of its stock compensation plans.
SEASONALITY
Landstar's operations are subject to seasonal trends common to the
trucking industry. Results of operations for the quarter ending in
March is typically lower than the quarters ending June, September
and December due to reduced shipments and higher operating costs in
the winter months.
12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
In response to a breach of contract suit filed in January 1988 by Landstar
Gemini in the Circuit Court, County of Genesee, in the state of Michigan
against Vicki and Kevin Cresson, individually and doing business as V&C
Trucking (the "Defendants"), the Defendants, who are former agents and
independent contractors of Landstar Gemini, have asserted breach of
contract, tort and state antitrust law counterclaims against Landstar
Gemini and other parties, including EnviroSource, Landstar, Landstar
Ranger and John B. Bowron, a director and executive officer of the Company.
Defendants have claimed approximately $7,500,000 in actual damages
(subject to trebling) as well as punitive damages.
On October 24, 1996, the court rendered an opinion on the parties' cross-
motions for summary judgment. The court granted Landstar Gemini's motion
for summary judgment in its entirety and denied Defendants motion for
summary judgment in its entirety. The court also granted Landstar Gemini's
request for costs and reasonable attorney's fees. Defendants have appealed
the judge's decision, which to date, have been denied. Further appeals may
ensue at the close of the actions brought by Landstar Gemini which remain
pending. The Company, believing that its defenses are and will continue to
be deemed good and meritorious, will vigorously contest any such appeal.
Although a trial in this matter is now considerably less likely in light of the
judges favorable rulings, any such trial would not likely occur before 1998.
The Company is routinely a party to litigation incidental to its business,
primarily involving claims for personal injury and property damage incurred
in the transportation of freight. The Company maintains insurance which
covers liability amounts in excess of retained liabilities from personal injury
and property damages claims.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the Exhibit Index are filed as part
of this quarterly report on Form 10-Q.
(b) Form 8-K
No reports on Form 8-K were filed by the Registrant during the
thirteen week period ended March 29, 1997.
EXHIBIT INDEX
Registrant's Commission File No.: 0-21238
Exhibit No. Description
- ------------ -----------
(4) Instruments defining the rights of security holders,
including indentures:
(4.1)* Amendment, dated February 28, 1997, to the Credit
Agreement, dated October 7, 1994, among Landstar System
Holdings, Inc., Landstar System, Inc., the lenders
named therein, and Chase Manhattan Bank, as agent.
(11) Statement re: Computation of Per Share Earnings:
(11.1)* Statement re: Computation of Per Share Earnings for the
Thirteen Weeks ended March 29, 1997 and March 30, 1996.
(27) Statement re: Financial Data Schedule:
(27 )* Statement re: Financial Data Schedule
__________________
* Filed herewith
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LANDSTAR SYSTEM, INC.
Date: May 8, 1997 Henry H. Gerkens
----------------------------
Henry H. Gerkens
Executive Vice President and
Chief Financial Officer;
Principal Financial Officer
Date: May 8, 1997 Robert C. LaRose
----------------------------
Robert C. LaRose
Vice President Finance and Treasurer;
Principal Accounting Officer
EXHIBIT 4.1
THIRD AMENDMENT
THIRD AMENDMENT, dated as of February 28, 1997 (this "Amendment"),
to the Amended and Restated Credit Agreement, dated as of October 7, 1994 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among LANDSTAR SYSTEM HOLDINGS, INC., a Delaware corporation (the
"Borrower"), LANDSTAR SYSTEM, INC., a Delaware corporation (the "Parent"), the
lenders parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New
York banking corporation, as agent (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Lenders and the Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrower and the Parent have requested that the
Lenders agree to amend certain provisions of the Credit Agreement and the
Lenders are agreeable to such request upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt
of which is hereby acknowledged, the Borrower, the Parent, the Lenders and the
Agent hereby agree as follows:
1. Definitions. All terms defined in the Credit
Agreement shall have such defined meanings when used herein unless otherwise
defined herein.
2. Amendment of Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by amending or adding definitions in alphabetical
order therein such that the following definitions shall, in their entirety, be
as follows:
"Insurance Subsidiary": a wholly owned corporate Subsidiary of
the Borrower organized under the insurance laws of the Cayman Islands
for the purpose of engaging in the business of providing insurance to
the Borrower, its Subsidiaries and/or independent contractors doing
business with the Borrower and/or any of its Subsidiaries.
"Permitted Insurance Company Investments": any investments (i) in
Cash Equivalents, (ii) constituting loans and advances to the Borrower
or any of its Subsidiaries and (iii) in obligations which, at the time
the investment in question is made, are rated one, two or three by the
Securities Valuation Office of the National Association of Insurance
Commissioners.
"Subsidiary Guarantors": the Subsidiaries of the Borrower listed
on Schedule 1.1(b) hereto and the Insurance Subsidiary.
3. Amendment to Subsection 6.4. Subsection 6.4 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "the same general type as now conducted by it", the following
parenthetical clause: "(except that the Insurance Subsidiary shall be
permitted to engage in the business of providing insurance to the Borrower,
its Subsidiaries and/or independent contractors doing business with the
Borrower and/or any of its Subsidiaries)".
4. Amendment of Subsection 7.10. Subsection 7.10 of the Credit
Agreement is hereby amended by deleting paragraph (b) in its entirety and
substituting in lieu thereof the following new paragraph (b):
"(b) investments in Cash Equivalents and investments by the
Insurance Subsidiary in Permitted Insurance Company Investments;"
5. Amendment to Subsection 7.16. Subsection 7.16 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "subsection 7.10(k)", the following: "; provided, further, that the
Insurance Subsidiary shall be permitted to engage in the business of providing
insurance to the Borrower, its Subsidiaries and/or independent contractors
doing business with the Borrower and/or any of its Subsidiaries provided that,
in the case of insurance for independent contractors, the premiums charged by
the Insurance Subsidiary in connection therewith are consistent in all
material respects with those prevailing in the industry for similar risks
(based on the good faith judgment of the Insurance Subsidiary)".
6. Amendment to Subsection 7.17. Subsection 7.17 of the Credit
Agreement is hereby amended by inserting therein, immediately following the
phrase "equal to $5,000,000", the following: "; provided, further, that the
Borrower shall be permitted to form the Insurance Subsidiary".
7. Amendment to Schedule 1.1(b). Schedule 1.1(b) to the Credit
Agreement is hereby amended by deleting Schedule 1.1(b) in its entirety and
substituting in lieu thereof Schedule 1.1(b) attached hereto.
8. Representations; No Default. On and as of the date hereof,
and after giving effect to this Amendment, the Borrower confirms, reaffirms
and restates that the representations and warranties set forth in Section 4 of
the Credit Agreement are true and correct in all material respects, provided
that the references to the Credit Agreement therein shall be deemed to be
references to this Amendment and to the Credit Agreement as amended by this
Amendment.
9. Conditions to Effectiveness. This Amendment shall become
effective on the date on which the Agent shall have received each of the
following:
(a) counterparts of this Amendment, duly executed and delivered
by a duly authorized officer of each of the Borrower, the Parent, each
Guarantor which is a party to the Subsidiaries Guarantee and the
Required Lenders;
(b) a supplement to the Subsidiaries Guarantee, in substantially
the form attached to the Subsidiaries Guarantee as Exhibit A thereto,
executed and delivered by a duly authorized officer of the Insurance
Subsidiary; and
(c) an opinion of counsel to the Insurance Subsidiary, in form
and substance satisfactory to the Agent, with respect to the documents
delivered pursuant to clause (b) above.
10. Limited Effect. Except as expressly amended herein, the
Credit Agreement shall continue to be, and shall remain, in full force and
effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Credit
Agreement or to prejudice any other right or rights which the Lenders may now
have or may have in the future under or in connection with the Credit
Agreement or any of the instruments or agreements referred to therein, as the
same may be amended from time to time.
11. Costs and Expenses. The Borrower agrees to pay or reimburse
the Agent for all its reasonable and customary out-of-pocket costs and
expenses incurred in connection with this Amendment, including, without
limitation, the reasonable fees and disbursements of its counsel.
12. Counterparts. This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed and delivered by their respective duly authorized officers as
of the date first above written.
LANDSTAR SYSTEM HOLDINGS, INC.
By: Robert C. LaRose
Title: Vice President Finance
and Treasurer
LANDSTAR SYSTEM, INC.
By: Robert C. LaRose
Title: Vice President Finance
and Treasurer
THE CHASE MANHATTAN BANK, as Agent
and as a Lender
By: Rosemary Bradley
Title: Vice President
ABN AMRO BANK N.V.
By: Nancy W. Lanzoni
Title: Group Vice President
By: Thomas T. Rogers
Title: Assistant Vice President
AMSOUTH BANK OF ALABAMA
By: John J. Hooker
Title: Commercial Banking
Officer
THE BANK OF NEW YORK
By: Ken Sneider
Title: Vice President
BARNETT BANK OF JACKSONVILLE, N.A.
By: Pamela Fitch
Title: Vice President
CORESTATES BANK, N.A.
By: Verna R. Prentice
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: Michael J. Blake
Title: Director
FLEET BANK, NATIONAL ASSOCIATION
By: John V. Raliegh
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: Nobru Kubota
Title: Deputy General Manager
NATIONSBANK N.A. (CAROLINAS)
By: Thomas J. Kane
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: Sarah McClintock
Title: Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: Rey Giallongo, Jr.
Title: Senior Vice
President
The undersigned Guarantors do hereby consent and agree to the
execution and delivery by the Borrower and the Parent of the foregoing
Amendment:
LANDSTAR GEMINI, INC. (f.k.a.
GEMINI TRANSPORTATION
SERVICES, INC.)
LANDSTAR EXPEDITED, INC.
LANDSTAR GEMINI ACQUISITION
LANDSTAR CORPORATE
SERVICES, INC.
LANDSTAR RANGER, INC. (f.k.a.
RANGER TRANSPORTATION,INC.)
LANDSTAR LIGON, INC. (f.k.a.
LIGON NATIONWIDE, INC.)
LANDSTAR POOLE, INC. (f.k.a.
POOLE TRUCK LINE, INC.)
RISK MANAGEMENT CLAIM
SERVICES, INC.
LANDSTAR LOGISTICS, INC.
(f.k.a. LANDSTAR
TRANSPORTATION SERVICE, INC.)
LANDSTAR EXPRESS AMERICA,
INC.
LANDSTAR T.L.C., INC.
LANDSTAR INWAY, INC.
(f.k.a. INDEPENDENT
FREIGHTWAY, INC.)
By: Robert C. LaRose
Title: Vice President
Schedule 1.1(b)
Subsidiary Guarantors
Landstar Gemini, Inc. (f.k.a. Gemini Transportation Services, Inc.)
Landstar Expedited, Inc.
Landstar Gemini Acquisition
Landstar Corporate Services, Inc.
Landstar Ranger, Inc. (f.k.a. Ranger Transportation, Inc.)
Landstar Ligon, Inc. (f.k.a. Ligon Nationwide, Inc.)
Landstar Poole, Inc. (f.k.a. Poole Truck Line, Inc.)
Risk Management Claim Services, Inc.
Landstar Logistics, Inc. (f.k.a. Landstar Transportation Service, Inc.)
Landstar Express America, Inc.
Landstar T.L.C., Inc.
Landstar Inway, Inc. (f.k.a. Independent Freightway, Inc.)
[DESCRIPTION] CALCULATION OF 1997 EARNINGS PER SHARE
EXHIBIT 11.1
LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CALCULATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
(Unaudited)
Thirteen Thirteen
Weeks Ending Weeks Ending
March 29, March 30,
1997 1996
------------ ------------
Earnings available for earnings per share:
Net income $ 3,005 $ 3,154
============ ============
Average number of common shares outstanding 12,726 12,779
============ ============
Earnings per share $ 0.24 $ 0.25
============ ============
5
1,000
OTHER
DEC-27-1997
DEC-29-1996
MAR-29-1997
8,022
0
164,488
6,496
1,522
192,580
149,729
49,422
355,986
133,987
48,941
0
0
129
146,589
355,986
0
305,558
0
236,430
9,331
622
1,439
5,180
2,175
3,005
0
0
0
3,005
0.24
0.24
