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 September 29, 2001 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.) 13410 Sutton Park Drive South, Jacksonville, Florida (Address of principal executive offices) 32224 (Zip Code) (904) 390-1234 (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 $0.01 per share, outstanding as of the close of business on November 8, 2001 was 8,086,993.
PART I FINANCIAL INFORMATION Index Item 1 Consolidated Balance Sheets as of September 29, 2001 and December 30, 2000 ............................................... Page 3 Consolidated Statements of Income for the Thirty-Nine and Thirteen Weeks Ended September 29, 2001 and September 23, 2000 ................... Page 4 Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended September 29, 2001 and September 23, 2000 ................... Page 5 Consolidated Statement of Changes in Shareholders' Equity for the Thirty-Nine Weeks Ended September 29, 2001 ............ Page 6 Notes to Consolidated Financial Statements............................. Page 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations........................ Page 9 Item 3 Quantitative and Qualitative Disclosures About Market Risk............. Page 15 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 thirty-nine weeks ended September 29, 2001 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 29, 2001. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 2000 Annual Report on Form 10-K. 2
LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts) (Unaudited) Sept. 29, Dec. 30, 2001 2000 ---------- ------------ ASSETS Current assets: Cash $ 35,079 $ 32,926 Short-term investments 3,002 1,500 Trade accounts receivable, less allowance of $4,712 and $4,450 198,549 195,398 Other receivables, including advances to independent contractors, less allowance of $6,746 and $5,089 11,997 13,122 Prepaid expenses and other current assets 4,898 6,062 ---------- ----------- Total current assets 253,525 249,008 ---------- ----------- Operating property, less accumulated depreciation and amortization of $42,708 and $37,497 71,100 76,049 Goodwill, less accumulated amortization of $9,904 and $8,993 31,563 32,474 Deferred income taxes and other assets 10,757 12,831 ---------- ----------- Total assets $ 366,945 $ 370,362 ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Cash overdraft $ 16,706 $ 17,496 Accounts payable 67,793 63,002 Current maturities of long-term debt 9,833 9,766 Insurance claims 21,350 23,364 Other current liabilities 30,679 40,662 ---------- ----------- Total current liabilities 146,361 154,290 ---------- ----------- Long-term debt, excluding current maturities 94,433 84,877 Insurance claims 21,328 23,336 Shareholders' equity: Common stock, $0.01 par value, authorized 20,000,000 shares, issued 13,328,834 and 13,233,874 shares 133 132 Additional paid-in capital 74,211 71,325 Retained earnings 246,585 215,368 Cost of 5,241,841 and 4,741,841 shares of common stock in treasury (209,926) (172,727) Notes receivable arising from exercise of stock options (6,180) (6,239) ---------- ----------- Total shareholders' equity 104,823 107,859 ---------- ----------- Total liabilities and shareholders' equity $ 366,945 $ 370,362 ========== =========== 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) Thirty-Nine Weeks Ended Thirteen Weeks Ended ----------------------- ----------------------- Sept. 29, Sept. 23, Sept. 29, Sept. 23, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Revenue $1,044,983 $1,037,917 $ 355,684 $ 352,356 Investment income 2,861 3,154 902 1,200 Costs and expenses: Purchased transportation 774,162 764,698 264,125 259,590 Commissions to agents 82,291 82,440 28,284 28,502 Other operating costs 24,841 22,413 7,946 7,168 Insurance and claims 23,802 25,317 6,777 6,231 Selling, general and administrative 76,127 76,739 25,152 25,035 Depreciation and amortization 10,328 9,534 3,302 3,344 Non-recurring costs 5,270 2,230 ---------- ---------- ---------- ---------- Total costs and expenses 991,551 986,411 335,586 332,100 ---------- ---------- ---------- ---------- Operating income 56,293 54,660 21,000 21,456 Interest and debt expense 5,529 6,243 1,597 2,420 ---------- ---------- ---------- ---------- Income before income taxes 50,764 48,417 19,403 19,036 Income taxes 19,547 19,125 7,473 7,520 ---------- ---------- ---------- ---------- Net income $ 31,217 $ 29,292 $ 11,930 $ 11,516 ========== ========== ========== ========== Earnings per common share $ 3.71 $ 3.29 $ 1.45 $ 1.33 ========== ========== ========== ========== Diluted earnings per share $ 3.62 $ 3.21 $ 1.41 $ 1.30 ========== ========== ========== ========== Average number of shares outstanding: Earnings per common share 8,419,000 8,909,000 8,251,000 8,677,000 ========== ========== ========== ========== Diluted earnings per share 8,635,000 9,120,000 8,472,000 8,883,000 ========== ========== ========== ========== See accompanying notes to consolidated financial statements. 4
LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Thirty-Nine Weeks Ended --------------------------- Sept. 29, Sept. 23, 2001 2000 ----------- ----------- OPERATING ACTIVITIES Net income $ 31,217 $ 29,292 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of operating property 9,417 8,623 Amortization of goodwill 911 911 Non-cash interest charges 86 243 Provisions for losses on trade and other accounts receivable 5,300 2,145 Gains on sales of operating property (197) (191) Deferred income taxes, net (192) 1,154 Changes in operating assets and liabilities: Decrease (increase) in trade and other accounts receivable (7,326) 8,354 Decrease (increase) in prepaid expenses and other assets 1,329 (473) Increase (decrease) in accounts payable 4,791 (6,832) Decrease in other liabilities (9,983) (10,261) Decrease in insurance claims (4,022) (4,031) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 31,331 28,934 ----------- ----------- INVESTING ACTIVITIES Maturities of short-term investments 1,009 1,000 Purchase of short-term investment (496) (1,560) Purchases of operating property (4,902) (6,220) Proceeds from sales of operating property 631 1,396 ----------- ----------- NET CASH USED BY INVESTING ACTIVITIES (3,758) (5,384) ----------- ----------- FINANCING ACTIVITIES Increase (decrease) in cash overdraft (790) 6,016 Borrowings on revolving credit facility 25,000 27,500 Proceeds from exercise of stock options 2,946 142 Purchases of common stock (37,199) (46,185) Principal payments on long-term debt and capital lease obligations (15,377) (5,941) ----------- ----------- NET CASH USED BY FINANCING ACTIVITIES (25,420) (18,468) ----------- ----------- Increase in cash 2,153 5,082 Cash at beginning of period 32,926 23,721 ----------- ----------- Cash at end of period $ 35,079 $ 28,803 =========== =========== See accompanying notes to consolidated financial statements. 5
LANDSTAR SYSTEM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Thirty-Nine Weeks Ended September 29, 2001 (Dollars in thousands) (Unaudited) Notes Treasury Stock Receivable Common Stock Additional at Cost Arising from ------------------ Paid-In Retained ------------------- Exercise of Shares Amount Capital Earnings Shares Amount Stock Options Total ---------- ------- --------- --------- --------- --------- ------------- --------- Balance December 30, 2000 13,233,874 $ 132 $ 71,325 $ 215,368 4,741,841 $(172,727) $ (6,239) $ 107,859 Net income 31,217 31,217 Purchases of common stock 500,000 (37,199) (37,199) Exercises of stock options 94,960 1 2,886 59 2,946 ---------- ------- --------- --------- --------- --------- ------------- --------- Balance September 29, 2001 13,328,834 $ 133 $ 74,211 $ 246,585 5,241,841 $(209,926) $ (6,180) $ 104,823 ========== ======= ========= ========= ========= ========= ============= ========= 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" or the "Company." (1) Non-recurring Costs Approximately 100 Landstar Ranger, Inc. ("Landstar Ranger") drivers are represented by the International Brotherhood of Teamsters (the "Teamsters"). The vast majority of these unionized drivers participate in the Teamsters' Central States Southeast and Southwest Areas Pension Fund (the "Fund"). Under a prior collective bargaining agreement, Landstar Ranger was required to make contributions to various Teamster pension funds for 205 drivers regardless of the actual number of unionized drivers. Effective April 1, 2000, a new collective bargaining agreement required Landstar Ranger to make pension contributions for only the actual number of unionized drivers. As a result of the elimination of the requirement to make contributions for more than the actual number of unionized drivers, the Trustees of the Fund have terminated participation in the Fund by Landstar Ranger effective October 1, 2000. The Trustees of the Fund regard this action as a withdrawal by Landstar Ranger. In the third quarter of 2000, the Company recorded a charge in the amount of $2,230,000 for its estimated withdrawal liability from the Fund. After deducting income tax benefits of $880,000, this charge reduced net income by $1,350,000, or $0.15 per share ($0.15 per diluted share) in the 2000 thirty-nine-week period and $0.16 per share ($0.15 per diluted share) in the 2000 thirteen-week period. On March 28, 2000, the Company announced a plan to restructure the operations of Landstar Ligon, Inc. and to relocate its headquarters from Madisonville, Kentucky to Jacksonville, Florida in June of 2000. As a result of this restructuring and relocation, a one-time charge in the amount of $3,040,000 was recorded during the second quarter of 2000. The restructuring and relocation were substantially completed by September 23, 2000. After deducting related income tax benefits of $1,225,000, this one-time restructuring charge reduced net income by $1,815,000, or $0.20 per share ($0.20 per diluted share), in the 2000 thirty-nine-week period. (2) Income Taxes The provisions for income taxes for the 2001 and 2000 thirty-nine-week and thirteen-week periods were based on estimated full year combined effective income tax rates of approximately 38.5% and 39.5%, respectively, which are 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. (3) Earnings Per Share Earnings per common share amounts are based on the weighted average number of common shares outstanding and diluted earnings per share amounts are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options. (4) Additional Cash Flow Information During the 2001 thirty-nine-week period, Landstar paid income taxes and interest of $19,131,000 and $6,175,000, respectively. The Company has not acquired operating property by entering into capital leases during 2001. During the 2000 thirty-nine-week period, Landstar paid income taxes and interest of $21,332,000 and $6,653,000, respectively, and acquired operating property by entering into capital leases in the amount of $17,710,000. 7
(5) Segment Information The following tables summarize information about Landstar's reportable business segments for the thirty-nine and thirteen weeks ended September 29, 2001 and September 23, 2000 (in thousands): Thirty-Nine Weeks Ended September 29, 2001 ------------------------------------------ Carrier Multimodal Insurance Other Total ------- ---------- --------- ----- ----- External revenue $ 820,055 $ 207,209 $ 17,719 $1,044,983 Investment income 2,861 2,861 Internal revenue 22,100 1,764 20,185 44,049 Operating income 56,055 3,836 22,932 $(26,530) 56,293 Thirty-Nine Weeks Ended September 23, 2000 ------------------------------------------ Carrier Multimodal Insurance Other Total ------- ---------- --------- ----- ----- External revenue $ 816,079 $ 203,541 $ 18,297 $1,037,917 Investment income 3,154 3,154 Internal revenue 26,913 604 16,860 44,377 Operating income 61,519 (1) 6,056 17,263 $(30,178) 54,660 (1) Thirteen Weeks Ended September 29, 2001 ------------------------------------------ Carrier Multimodal Insurance Other Total ------- ---------- --------- ----- ----- External revenue $ 276,496 $ 73,190 $ 5,998 $ 355,684 Investment income 902 902 Internal revenue 7,669 643 7,131 15,443 Operating income 18,452 1,715 9,224 $(8,391) 21,000 Thirteen Weeks Ended September 23, 2000 ------------------------------------------ Carrier Multimodal Insurance Other Total ------- ---------- --------- ----- ----- External revenue $ 277,570 $ 68,694 $ 6,092 $ 352,356 Investment income 1,200 1,200 Internal revenue 8,405 363 5,294 14,062 Operating income 22,549 (2) 2,073 7,136 $(10,302) 21,456 (2) (1) Includes pre-tax non-recurring costs of $5,270. (2) Includes pre-tax non-recurring costs of $2,230. 8
(6) Commitments and Contingencies At September 29, 2001, Landstar had commitments for letters of credit outstanding in the amount of $20,929,000, primarily as collateral for insurance claims. The commitments for letters of credit outstanding included $10,080,000 under the Second Amended and Restated Credit Agreement and $10,849,000 secured by assets deposited with a financial institution. 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. Item 2. 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 30, 2000 and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2000 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 has three reportable business segments. These are the carrier, multimodal and insurance segments. The carrier segment consists of Landstar Ranger, Inc. ("Landstar Ranger"), Landstar Inway, Inc., Landstar Ligon, Inc. ("Landstar Ligon") and Landstar Gemini, Inc. The carrier segment provides truckload transportation for a wide range of general commodities over irregular routes with its fleet of dry and specialty vans and unsided trailers, including flatbed, drop deck and specialty. It also provides short-to-long haul movement of containers by truck and dedicated power-only truck capacity. The carrier segment markets its services primarily through independent commission sales agents and utilizes tractors provided by independent contractors. The nature of the carrier segment's business is such that a significant portion of its operating costs varies directly with revenue. The multimodal segment is comprised of Landstar Logistics, Inc. and Landstar Express America, Inc. Transportation services provided by the multimodal segment include the arrangement of intermodal moves, contract logistics, truck brokerage and emergency and expedited ground and air freight. The multimodal segment markets its services through independent commission sales agents and utilizes capacity provided by independent contractors, including railroads and air cargo carriers. The nature of the multimodal segment's business is such that a significant portion of its operating costs also varies directly with revenue. 9
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 Landstar's operating companies. In addition, it reinsures certain property, casualty and occupational accident risks of certain independent contractors who have contracted to haul freight for Landstar and provides certain property and casualty insurance directly to Landstar's operating subsidiaries. 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 capacity provided by independent contractors. Purchased transportation for the intermodal services operations and the air freight operations of the multimodal segment is based on a contractually agreed-upon fixed rate. Purchased transportation as a percentage of revenue for the intermodal services operations is normally higher than that of Landstar's other transportation operations. 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 are primarily based on contractually agreed-upon percentages of revenue at the carrier segment and of gross profit at the multimodal segment. Commissions to agents as a percentage of consolidated revenue will vary directly with the percentage of consolidated revenue generated through independent commission sales agents. Both purchased transportation and commissions to agents 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 Signature or by the intermodal services operations or the air freight operations of the multimodal segment. Trailer rent and maintenance costs are the largest components of other operating costs. Potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. 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. Landstar retains liability for each individual commercial trucking claim up to $1,000,000 through April 30, 2001 and $5,000,000 thereafter. The Company also retains liability for each general liability claim up to $1,000,000, $250,000 for each workers' compensation claim and $100,000 for each cargo claim. Employee compensation and benefits account for over half of the Company's selling, general and administrative expense. Other significant components of selling, general and administrative expense are communications costs and rent expense. Depreciation and amortization primarily relates to depreciation of trailers and management information services equipment. 10
The following table sets forth the percentage relationships of income and expense items to revenue for the periods indicated: Thirty-Nine Weeks Ended Thirteen Weeks Ended ------------------------ ------------------------ Sept. 29, Sept. 23, Sept. 29, Sept. 23, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Revenue 100.0% 100.0% 100.0% 100.0% Investment income 0.3 0.3 0.3 0.3 Costs and expenses: Purchased transportation 74.1 73.7 74.3 73.7 Commissions to agents 7.8 7.9 8.0 8.1 Other operating costs 2.4 2.2 2.2 2.0 Insurance and claims 2.3 2.4 1.9 1.8 Selling, general and administrative 7.3 7.4 7.1 7.1 Depreciation and amortization 1.0 0.9 0.9 0.9 Non-recurring costs 0.5 0.6 ------- ------ ------- ------ Total costs and expenses 94.9 95.0 94.4 94.2 ------- ------ ------- ------ Operating income 5.4 5.3 5.9 6.1 Interest and debt expense 0.5 0.6 0.4 0.7 ------- ------ ------- ------ Income before income taxes 4.9 4.7 5.5 5.4 Income taxes 1.9 1.9 2.1 2.1 ------- ------ ------- ------ Net income 3.0% 2.8% 3.4% 3.3% ======= ====== ======= ====== THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001 COMPARED TO THIRTY-NINE WEEKS ENDED SEPTEMBER 23, 2000 Revenue for the 2001 thirty-nine-week period was $1,044,983,000, an increase of $7,066,000 over the 2000 thirty-nine-week period. The increase was attributable to increased revenue of $3,976,000 at the carrier segment and $3,668,000 at the multimodal segment, partially offset by decreased revenue at the insurance segment of $578,000. Overall, revenue per revenue mile (price) increased approximately 1.5%, which reflected improved freight quality primarily at the multimodal segment, and more than offset a slight decline in revenue miles (volume). Investment income at the insurance segment was $2,861,000 and $3,154,000 in the 2001 and 2000 periods, respectively. The decrease in investment income was primarily due to a reduced rate of return on the investment portfolio held by the insurance segment. Purchased transportation was 74.1% of revenue in 2001 compared with 73.7% in 2000. The increase in purchased transportation as a percentage of revenue was primarily due to increased rates charged by third party capacity providers at the multimodal segment, increased brokerage revenue at the carrier segment and decreased revenue at the insurance segment. Commissions to agents were 7.8% of revenue in 2001 compared with 7.9% in 2000. The decrease in commissions to agents as a percentage of revenue was caused by the increased purchased transportation costs incurred at the multimodal segment which negatively impacted gross profit and resulted in lower agent commissions. 11
Other operating costs were 2.4% of revenue in 2001 compared with 2.2% in 2000. The increase in other operating costs as a percentage of revenue was primarily due to higher net trailer costs, increased independent contractor recruiting and qualification costs and an increased provision for contractor bad debts. Insurance and claims were 2.3% of revenue in 2001 compared with 2.4% in 2000. The decrease in insurance and claims as a percentage of revenue was primarily attributable to reduced premiums for commercial trucking liability insurance and increased brokerage revenue as a percentage of total revenue, which has a lower claims risk profile. Selling, general and administrative costs were 7.3% of revenue in 2001 compared with 7.4% of revenue in 2000. The decrease in selling, general and administrative costs as a percentage of revenue was primarily due to a reduction in the provision for bonuses under the Company's management incentive compensation plan, partially offset by an increased provision for customer bad debts. Depreciation and amortization was 1.0% of revenue in 2001 compared with 0.9% in 2000. The increase in depreciation and amortization as a percentage of revenue was primarily attributable to increased Company-owned trailers. Approximately 100 Landstar Ranger drivers are represented by the International Brotherhood of Teamsters (the "Teamsters"). The vast majority of these unionized drivers participate in the Teamsters' Central States Southeast and Southwest Areas Pension Fund (the "Fund"). Under a prior collective bargaining agreement, Landstar Ranger was required to make contributions to various Teamster pension funds for 205 drivers regardless of the actual number of unionized drivers. Effective April 1, 2000, a new collective bargaining agreement required Landstar Ranger to make pension contributions for only the actual number of unionized drivers. As a result of the elimination of the requirement to make contributions for more than the actual number of unionized drivers, the Trustees of the Fund have terminated participation in the Fund by Landstar Ranger effective October 1, 2000. The Trustees of the Fund regard this action as a withdrawal by Landstar Ranger. In the third quarter of 2000, the Company recorded a charge in the amount of $2,230,000 for its estimated withdrawal liability from the Fund. On March 28, 2000, the Company announced a plan to restructure the operations of Landstar Ligon and to relocate its headquarters from Madisonville, Kentucky to Jacksonville, Florida in June of 2000. As a result of the restructuring and relocation, a one-time charge in the amount of $3,040,000 was recorded during the second quarter of 2000. The restructuring and relocation were substantially completed as of September 23, 2000. Interest and debt expense was 0.5% of revenue in 2001 and 0.6% of revenue in 2000. The decrease in interest expense as a percentage of revenue was primarily attributable to lower interest rates, partially offset by increased capital lease obligations for trailing equipment. The provisions for income taxes for the 2001 and 2000 thirty-nine-week periods were based on estimated full year combined effective income tax rates of approximately 38.5% and 39.5%, respectively, which are 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. The decrease in the effective income tax rate was attributable to the implementation of state income tax planning strategies. Net income was $31,217,000, or $3.71 per common share ($3.62 per diluted share), in the 2001 period compared with $29,292,000, or $3.29 per common share ($3.21 per diluted share), in the 2000 period. Excluding non-recurring costs, net income would have been $32,457,000, or $3.64 per common share ($3.56 diluted earnings per share) in the 2000 period. 12
THIRTEEN WEEKS ENDED SEPTEMBER 29, 2001 COMPARED TO THIRTEEN WEEKS ENDED SEPTEMBER 23, 2000 Revenue for the 2001 thirteen-week period was $355,684,000, an increase of $3,328,000 over the 2000 thirteen-week period. The increase was attributable to increased revenue at the multimodal segment of $4,496,000, partially offset by decreased revenue of $1,074,000 and $94,000 at the carrier and insurance segments, respectively. Overall, revenue per revenue mile increased approximately 2%, which reflected improved freight quality primarily at the multimodal segment, and more than offset a 1% decline in revenue miles. Investment income at the insurance segment was $902,000 and $1,200,000 in the 2001 and 2000 periods, respectively. The decrease in investment income was primarily due to a reduced rate of return on the investment portfolio held by the insurance segment. Purchased transportation was 74.3% of revenue in 2001 compared with 73.7% in 2000. The increase in purchased transportation as a percentage of revenue was primarily due to increased purchased transportation rates charged by third party capacity providers at the multimodal segment and increased brokerage revenue at the carrier segment. Commissions to agents were 8.0% of revenue in 2001 and 8.1% of revenue in 2000. The decrease in commissions to agents as a percentage of revenue was primarily caused by the increased purchase transportation costs incurred at the multimodal segment which negatively impacted gross profit and resulted in lower agent commissions. Other operating costs were 2.2% of revenue in 2001 compared with 2.0% in 2000. The increase in other operating costs as a percentage of revenue was primarily due to higher net trailer costs and increased independent contractor recruiting and qualification costs. Insurance and claims were 1.9% of revenue in 2001 compared with 1.8% in 2000. The increase in insurance and claims as a percentage of revenue was primarily attributable to favorable development of prior year claims in 2000, partially offset by reduced premiums for commercial trucking liability insurance in 2001. Selling, general and administrative costs were 7.1% of revenue in 2001 and 2000. Depreciation and amortization was 0.9% of revenue in 2001 and 2000. Interest and debt expense was 0.4% and 0.7% of revenue in 2001 and 2000, respectively. The decrease was primarily attributable to lower interest rates. The provisions for income taxes for the 2001 and 2000 thirteen-week periods were based on estimated full year combined effective income tax rates of approximately 38.5% and 39.5%, respectively, which are 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. The decrease in the effective income tax rate was attributable to the implementation of state income tax planning strategies. Net income was $11,930,000, or $1.45 per common share ($1.41 per diluted share), in the 2001 period compared with $11,516,000, or $1.33 per common share ($1.30 per diluted share), in the 2000 period. Excluding the non- recurring costs related to the estimated withdrawal liability, net income would have been $12,866,000, or $1.48 per common share ($1.45 diluted earnings per share) in the 2000 period. 13
CAPITAL RESOURCES AND LIQUIDITY Shareholders' equity decreased to $104,823,000 at September 29, 2001 compared with $107,859,000 at December 30, 2000, primarily as a result of the purchase of 500,000 shares of the Company's common stock at an aggregate cost of $37,199,000, partially offset by net income for the period. Shareholders' equity was 50% and 53% of total capitalization at September 29, 2001 and December 30, 2000, respectively. As of September 29, 2001 the Company may purchase an additional 500,000 shares of its common stock under its authorized stock repurchase program. Working capital and the ratio of current assets to current liabilities were $107,164,000 and 1.73 to 1, respectively, at September 29, 2001, compared with $94,718,000 and 1.61 to 1, respectively, at December 30, 2000. Landstar has historically operated with current ratios approximating 1.5 to 1. Cash provided by operating activities was $31,331,000 in the 2001 period compared with $28,934,000 in the 2000 period. The increase in cash flow provided by operating activities was primarily attributable timing of payments. During the 2001 period, Landstar purchased $4,902,000 of operating property. Management anticipates purchasing approximately $1,000,000 of operating property during the remainder of fiscal year 2001. 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, complete its announced stock repurchase program 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 June 2001, the Financial Accounting Standards Board issued SFAS No. 142, "Goodwill and Other Intangible Assets." This Statement, effective for fiscal years beginning after December 15, 2001, establishes standards for recognizing and measuring goodwill and other intangible assets. The Company believes other than the elimination of amortization expense for goodwill currently reflected on the Company's balance sheet, the adoption of this Statement will not materially affect the financial position or results of operations of the Company or materially affect the Company's financial statements. 14
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 statement contain forward- looking statements, such as statements which relate to Landstar's business objectives, plans, strategies and expectations. Terms such as "anticipates," "believes," "might," "will," the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are subject to uncertainties and risks, including but not limited to; an increase in the frequency or severity of accidents or workers' compensation claims; unfavorable development of existing accident claims; a downturn in domestic economic growth or growth in the transportation sector; and other operational, financial or legal risks or uncertainties detailed in Landstar's 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. 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company maintains a credit agreement with a syndicate of banks and The Chase Manhattan Bank, as the administrative agent, (the "Second Amended and Restated Credit Agreement") that provides $200,000,000 of borrowing capacity, consisting of $150,000,000 revolving credit and $50,000,000 revolving credit to finance acquisitions. Borrowings under the Second Amended and Restated Credit Agreement bear interest at rates equal to, at the option of Landstar, either (i) the greatest of (a) the prime rate as publicly announced from time to time by The Chase Manhattan Bank, (b) the three month CD rate adjusted for statutory reserves and FDIC assessment costs plus 1% and (c) the federal funds effective rate plus 1/2%, or, (ii) the rate at the time offered to The Chase Manhattan Bank in the Eurodollar market for amounts and periods comparable to the relevant loan plus a margin that is determined based on the level of the Company's Leverage Ratio, as defined in the Second Amended and Restated Credit Agreement. There have been no significant changes that would affect the information provided in Item 7a of the 2000 Annual Report on Form 10-K regarding quantitative and qualitative disclosures about market risk. 15
PART II OTHER INFORMATION Item 1. Legal Proceedings 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. 16
Item 5. Other Information None. 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 The Company's Form 8-K filed with the Securities and Exchange Commission on August 15, 2001 made comment to erroneous information on four separate Form 4 filings that were made by the Company on August 10, 2001. 17
EXHIBIT INDEX Registrant's Commission File No.: 0-21238 Exhibit No. Description - ------------ ----------- (11) Statement re: Computation of Per Share Earnings: 11.1 * Landstar System, Inc. and Subsidiary Calculation of Earnings Per Common Share for the Thirty-Nine and Thirteen Weeks Ended September 29, 2001 and September 23, 2000 11.2 * Landstar System, Inc. and Subsidiary Calculation of Diluted Earnings Per Share for the Thirty-Nine and Thirteen Weeks Ended September 29, 2001 and September 23, 2000 __________________ * Filed herewith 18
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: November 8, 2001 Henry H. Gerkens ---------------------------- Henry H. Gerkens President and Chief Financial Officer; Principal Financial Officer Date: November 8, 2001 Robert C. LaRose ---------------------------- Robert C. LaRose Vice President Finance, Treasurer and Secretary; Principal Accounting Officer 19
EXHIBIT 11.1 LANDSTAR SYSTEM, INC. AND SUBSIDIARY CALCULATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts) (Unaudited) Thirty-Nine Thirteen Weeks Ended Weeks Ended --------------------------- --------------------------- Sept. 29, Sept. 23, Sept. 29, Sept. 23, 2001 2000 2001 2000 ------------ ------------- ------------- ----------- Earnings available for earnings per share: Net income $ 31,217 $ 29,292 $ 11,930 $ 11,516 ============ ============ ============ ============ Average number of common shares outstanding 8,419 8,909 8,251 8,677 ============ ============ ============ ============ Earnings per common share $ 3.71 $ 3.29 $ 1.45 $ 1.33 ============ ============ ============ ============ 20
EXHIBIT 11.2 LANDSTAR SYSTEM, INC. AND SUBSIDIARY CALCULATION OF DILUTED EARNINGS PER SHARE (In thousands, except per share amounts) (Unaudited) Thirty-Nine Thirteen Weeks Ended Weeks Ended --------------------------- --------------------------- Sept. 29, Sept. 23, Sept. 29, Sept. 23, 2001 2000 2001 2000 ------------ ------------ ------------- ----------- Net income $ 31,217 $ 29,292 $ 11,930 $ 11,516 ============ ============ ============ ============ Average number of common shares outstanding 8,419 8,909 8,251 8,677 Plus: Incremental shares from assumed exercise of stock options 216 211 221 206 ------------ ------------ ------------ ------------ Average number of common shares and common share equivalents outstanding 8,635 9,120 8,472 8,883 ============ ============ ============ ============ Diluted earnings per share $ 3.62 $ 3.21 $ 1.41 $ 1.30 ============ ============ ============ ============ 21