10-Q 1 d339967d10q.htm 10-Q 10-Q
2.5000falseQ10000853816--12-31 0000853816 2021-12-26 2022-03-26 0000853816 2022-03-26 0000853816 2021-12-25 0000853816 2020-12-27 2021-03-27 0000853816 2021-03-27 0000853816 2022-04-18 0000853816 2020-12-26 0000853816 us-gaap:MoneyMarketFundsMember 2022-03-26 0000853816 us-gaap:AssetBackedSecuritiesMember 2022-03-26 0000853816 lstr:CorporateBondsAndDirectObligationsOfGovernmentAgenciesMember 2022-03-26 0000853816 us-gaap:USTreasurySecuritiesMember 2022-03-26 0000853816 lstr:GuaranteePaymentOfInsuranceClaimsMember 2022-03-26 0000853816 us-gaap:RevolvingCreditFacilityMember 2022-03-26 0000853816 srt:MaximumMember lstr:TwoThousandElevenEquityIncentivePlanMember 2022-03-26 0000853816 lstr:TwoThousandAndThirteenDirectorsStockCompensationPlanMember 2022-03-26 0000853816 us-gaap:LetterOfCreditMember 2022-03-26 0000853816 lstr:TwoThousandElevenEquityIncentivePlanMember 2022-03-26 0000853816 lstr:TransportationLogisticsMember 2022-03-26 0000853816 us-gaap:RestrictedStockUnitsRSUMember 2022-03-26 0000853816 lstr:NonVestedRestrictedStockAndDeferredStockUnitsMember 2022-03-26 0000853816 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2022-03-26 0000853816 us-gaap:CollateralPledgedMember lstr:CurrentInvestmentsMember 2022-03-26 0000853816 us-gaap:CollateralPledgedMember lstr:NonCurrentInvestmentsMember 2022-03-26 0000853816 us-gaap:OtherAssetsMember 2022-03-26 0000853816 lstr:PropertyPlantAndEquipmentNetMember 2022-03-26 0000853816 us-gaap:OtherCurrentLiabilitiesMember 2022-03-26 0000853816 lstr:DeferredIncomeTaxesAndOtherNoncurrentLiabilitiesMember 2022-03-26 0000853816 srt:MinimumMember 2022-03-26 0000853816 srt:MaximumMember 2022-03-26 0000853816 lstr:NonCurrentInvestmentsMember 2022-03-26 0000853816 us-gaap:MoneyMarketFundsMember 2021-12-25 0000853816 lstr:CorporateBondsAndDirectObligationsOfGovernmentAgenciesMember 2021-12-25 0000853816 us-gaap:AssetBackedSecuritiesMember 2021-12-25 0000853816 us-gaap:USTreasurySecuritiesMember 2021-12-25 0000853816 us-gaap:RevolvingCreditFacilityMember 2021-12-25 0000853816 lstr:TransportationLogisticsMember 2021-12-26 2022-03-26 0000853816 lstr:InsuranceMember 2021-12-26 2022-03-26 0000853816 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-12-26 2022-03-26 0000853816 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-26 2022-03-26 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-26 2022-03-26 0000853816 lstr:NonVestedRestrictedStockAndDeferredStockUnitsMember 2021-12-26 2022-03-26 0000853816 us-gaap:RestrictedStockUnitsRSUMember 2021-12-26 2022-03-26 0000853816 us-gaap:RestrictedStockUnitsRSUMember lstr:PreTwentyFifteenRestrictedStockGrantsMember srt:MaximumMember 2021-12-26 2022-03-26 0000853816 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2021-12-26 2022-03-26 0000853816 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2021-12-26 2022-03-26 0000853816 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:EurodollarMember 2021-12-26 2022-03-26 0000853816 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember us-gaap:EurodollarMember 2021-12-26 2022-03-26 0000853816 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember us-gaap:BaseRateMember 2021-12-26 2022-03-26 0000853816 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember us-gaap:BaseRateMember 2021-12-26 2022-03-26 0000853816 us-gaap:RevolvingCreditFacilityMember 2021-12-26 2022-03-26 0000853816 us-gaap:RetainedEarningsMember 2021-12-26 2022-03-26 0000853816 us-gaap:TreasuryStockMember 2021-12-26 2022-03-26 0000853816 us-gaap:EmployeeStockOptionMember 2021-12-26 2022-03-26 0000853816 us-gaap:CommonStockMember 2021-12-26 2022-03-26 0000853816 lstr:DeferredStockUnitMember lstr:TwoThousandAndThirteenDirectorsStockCompensationPlanMember 2021-12-26 2022-03-26 0000853816 us-gaap:AdditionalPaidInCapitalMember 2021-12-26 2022-03-26 0000853816 lstr:BCOIndependentContractorMember 2021-12-26 2022-03-26 0000853816 lstr:TruckBrokerageCarriersMember 2021-12-26 2022-03-26 0000853816 lstr:RailIntermodalMember 2021-12-26 2022-03-26 0000853816 lstr:OceanAndAirCargoCarriersMember 2021-12-26 2022-03-26 0000853816 lstr:VanEquipmentMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2021-12-26 2022-03-26 0000853816 lstr:UnsidedPlatformEquipmentMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2021-12-26 2022-03-26 0000853816 lstr:LessThanTruckloadMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2021-12-26 2022-03-26 0000853816 lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember lstr:OtherTruckTransportationMember 2021-12-26 2022-03-26 0000853816 lstr:TransportationLogisticsMember 2020-12-27 2021-03-27 0000853816 lstr:InsuranceMember 2020-12-27 2021-03-27 0000853816 us-gaap:RestrictedStockUnitsRSUMember 2020-12-27 2021-03-27 0000853816 us-gaap:RetainedEarningsMember 2020-12-27 2021-03-27 0000853816 us-gaap:EmployeeStockOptionMember 2020-12-27 2021-03-27 0000853816 us-gaap:TreasuryStockMember 2020-12-27 2021-03-27 0000853816 us-gaap:CommonStockMember 2020-12-27 2021-03-27 0000853816 us-gaap:AdditionalPaidInCapitalMember 2020-12-27 2021-03-27 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-27 2021-03-27 0000853816 lstr:BCOIndependentContractorMember 2020-12-27 2021-03-27 0000853816 lstr:TruckBrokerageCarriersMember 2020-12-27 2021-03-27 0000853816 lstr:RailIntermodalMember 2020-12-27 2021-03-27 0000853816 lstr:OceanAndAirCargoCarriersMember 2020-12-27 2021-03-27 0000853816 lstr:VanEquipmentMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2020-12-27 2021-03-27 0000853816 lstr:UnsidedPlatformEquipmentMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2020-12-27 2021-03-27 0000853816 lstr:LessThanTruckloadMember lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember 2020-12-27 2021-03-27 0000853816 lstr:BcoIndependentContractorTruckAndBrokerageCarriersTruckMember lstr:OtherTruckTransportationMember 2020-12-27 2021-03-27 0000853816 us-gaap:RevolvingCreditFacilityMember 2020-08-18 2020-08-18 0000853816 lstr:TransportationLogisticsMember 2021-03-27 0000853816 us-gaap:RestrictedStockUnitsRSUMember 2021-12-25 0000853816 lstr:NonVestedRestrictedStockAndDeferredStockUnitsMember 2021-12-25 0000853816 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2021-12-25 0000853816 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-25 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-25 0000853816 us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2022-03-26 0000853816 us-gaap:AccumulatedTranslationAdjustmentMember 2022-03-26 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-03-26 0000853816 us-gaap:CommonStockMember 2021-12-25 0000853816 us-gaap:TreasuryStockMember 2021-12-25 0000853816 us-gaap:RetainedEarningsMember 2021-12-25 0000853816 us-gaap:AdditionalPaidInCapitalMember 2021-12-25 0000853816 us-gaap:CommonStockMember 2022-03-26 0000853816 us-gaap:TreasuryStockMember 2022-03-26 0000853816 us-gaap:RetainedEarningsMember 2022-03-26 0000853816 us-gaap:AdditionalPaidInCapitalMember 2022-03-26 0000853816 us-gaap:TreasuryStockMember 2020-12-26 0000853816 us-gaap:CommonStockMember 2020-12-26 0000853816 us-gaap:RetainedEarningsMember 2020-12-26 0000853816 us-gaap:AdditionalPaidInCapitalMember 2020-12-26 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-26 0000853816 us-gaap:CommonStockMember 2021-03-27 0000853816 us-gaap:TreasuryStockMember 2021-03-27 0000853816 us-gaap:RetainedEarningsMember 2021-03-27 0000853816 us-gaap:AdditionalPaidInCapitalMember 2021-03-27 0000853816 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-27 iso4217:USD utr:Year xbrli:pure xbrli:shares iso4217:USD xbrli:shares lstr:Customer
 
 
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
March
26, 2022
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 incorporation or organization)
 
(I.R.S. Employer
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 April 18, 2022 was 37,127,333.
 
 
 

Index
 
PART I – Financial Information
 
Item 1. Financial Statements (unaudited)   
    
Page 
4
 
    
Page
5
 
    
Page
6
 
    
Page
7
 
    
Page
8
 
    
Page 
9
 
    
Page 
17
 
    
Page 
28
 
    
Page 
29
 
PART II – Other Information
 
    
Page 
29
 
    
Page 
29
 
    
Page 
31
 
    
Page 
32
 
    
Page 
34
 
  
  
  
  
 
2

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 26, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2022.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form
 
10-K.
 
3

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
 
    
March 26,

2022
   
December 25,

2021
 
ASSETS
                
Current Assets
                
Cash and cash equivalents
   $ 146,025     $ 215,522  
Short-term investments
     35,679       35,778  
Trade accounts receivable, less allowance of $7,940 and $7,074
     1,223,123       1,154,314  
Other receivables, including advances to independent contractors, less allowance of $8,838 and $8,125
     123,231       101,124  
Other current assets
     10,441       16,162  
    
 
 
   
 
 
 
Total current assets
     1,538,499       1,522,900  
    
 
 
   
 
 
 
Operating property, less accumulated depreciation and amortization of $356,988 and $344,099
     307,044       317,386  
Goodwill
     40,945       40,768  
Other assets
     159,325       164,411  
    
 
 
   
 
 
 
Total assets
   $ 2,045,813     $ 2,045,465  
    
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                
Current Liabilities
                
Cash overdraft
   $ 96,215     $ 116,478  
Accounts payable
     626,337       604,130  
Current maturities of long-term debt
     34,983       36,561  
Insurance claims
     52,644       46,896  
Dividends payable
     —         75,387  
Accrued income taxes
     50,280       18,403  
Other current liabilities
     89,793       112,128  
    
 
 
   
 
 
 
Total current liabilities
     950,252       1,009,983  
    
 
 
   
 
 
 
Long-term debt, excluding current maturities
     137,289       75,243  
Insurance claims
     51,132       49,509  
Deferred income taxes and other noncurrent liabilities
     50,991       48,720  
     
Shareholders’ Equity
                
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 68,370,151 and 68,232,975 shares
     684       682  
Additional
paid-in
capital
     248,230       255,148  
Retained earnings
     2,432,699       2,317,184  
Cost of 31,242,818 and 30,539,235 shares of common stock in treasury
     (1,816,149     (1,705,601
Accumulated other comprehensive loss
     (9,315     (5,403
    
 
 
   
 
 
 
Total shareholders’ equity
     856,149       862,010  
    
 
 
   
 
 
 
Total liabilities and shareholders’ equity
   $ 2,045,813     $ 2,045,465  
    
 
 
   
 
 
 
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)
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
    
March 27,

2021
 
Revenue
   $ 1,970,599      $ 1,287,534  
Investment income
     721        684  
Costs and expenses:
                 
Purchased transportation
     1,550,330        998,285  
Commissions to agents
     149,778        100,009  
Other operating costs, net of gains on asset sales/dispositions
     11,141        7,642  
Insurance and claims
     30,768        21,505  
Selling, general and administrative
     52,713        45,408  
Depreciation and amortization
     13,757        12,101  
    
 
 
    
 
 
 
Total costs and expenses
     1,808,487        1,184,950  
    
 
 
    
 
 
 
Operating income
     162,833        103,268  
Interest and debt expense
     1,123        1,042  
    
 
 
    
 
 
 
Income before income taxes
     161,710        102,226  
Income taxes
     36,871        24,986  
    
 
 
    
 
 
 
Net income
   $ 124,839      $ 77,240  
    
 
 
    
 
 
 
Diluted earnings per share
   $ 3.34      $ 2.01  
    
 
 
    
 
 
 
Average diluted shares outstanding
     37,418,000        38,404,000  
    
 
 
    
 
 
 
Dividends per common share
   $ 0.25      $ 0.21  
    
 
 
    
 
 
 
See accompanying notes to consolidated financial statements.
 
5

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
   
March 27,

202
2
 
Net income
   $ 124,839     $ 77,240  
Other comprehensive loss:
                
Unrealized holding losses on
available-for-sale
investments, net of tax benefits of $1,421 and $147
     (5,187     (534
Foreign currency translation gains (losses)
     1,275       (420
    
 
 
   
 
 
 
Other comprehensive loss
     (3,912     (954
    
 
 
   
 
 
 
Comprehensive income
   $ 120,927     $ 76,286  
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
6

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
   
March 27,

2021
 
OPERATING ACTIVITIES
                
Net income
   $ 124,839     $ 77,240  
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation and amortization
     13,757       12,101  
Non-cash
interest charges
     112       112  
Provisions for losses on trade and other accounts receivable
     2,626       547  
Gains on sales/disposals of operating property
     (165     (24
Deferred income taxes, net
     1,324       (1,110
Stock-based compensation
     1,995       4,029  
Changes in operating assets and liabilities:
                
(Increase) decrease in trade and other accounts receivable
     (93,542     33,440  
Decrease in other assets
     2,531       6,175  
Increase in accounts payable
     22,207       33,935  
Increase in other liabilities
     11,910       13,008  
Increase (decrease) in insurance claims
     7,371       (109,562
    
 
 
   
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
     94,965       69,891  
    
 
 
   
 
 
 
     
INVESTING ACTIVITIES
                
Sales and maturities of investments
     12,420       7,957  
Purchases of investments
     (13,428     (8,716
Purchases of operating property
     (3,609     (4,076
Proceeds from sales of operating property
     643       500  
    
 
 
   
 
 
 
NET CASH USED BY INVESTING ACTIVITIES
     (3,974     (4,335
    
 
 
   
 
 
 
     
FINANCING ACTIVITIES
                
(Decrease) increase in cash overdraft
     (20,263     6  
Dividends paid
     (84,711     (84,837
Proceeds from exercises of stock options
     56       77  
Taxes paid in lieu of shares issued related to stock-based compensation plans
     (10,183     (1,241
Borrowings on revolving credit facility
     70,000           
Purchases of common stock
     (109,332         
Principal payments on finance lease obligations
     (9,532     (9,778
    
 
 
   
 
 
 
NET CASH USED BY FINANCING ACTIVITIES
     (163,965     (95,773
    
 
 
   
 
 
 
     
Effect of exchange rate changes on cash and cash equivalents
     815       252  
    
 
 
   
 
 
 
     
Decrease in cash, cash equivalents and restricted cash
     (72,159     (29,965
Cash, cash equivalents and restricted cash at beginning of period
     219,571       249,354  
    
 
 
   
 
 
 
Cash, cash equivalents and restricted cash at end of period
   $ 147,412     $ 219,389  
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
7

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Thirteen Weeks Ended March 26, 2022 and March 27, 2021
(Dollars in thousands)
(Unaudited)

 
 
 
Common Stock
 
 
Additional
Paid-In

Capital
 
 
Retained

Earnings
 
 
Treasury Stock at Cost
 
 
Accumulated
Other
Comprehensive

Loss
 
 
Total
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
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  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Additional
Paid-In

Capital
 
 
Retained

Earnings
 
 
Treasury Stock at Cost
 
 
Accumulated
Other
Comprehensive

Loss
 
 
Total
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
Balance December 26, 2020
     68,183,702      $ 682      $ 228,875     $ 2,046,238       29,797,639      $ (1,581,961   $ (1,999   $ 691,835  
Net income
                               77,240                                77,240  
Dividends ($0.21 per share)
                               (8,067                              (8,067
Issuance of stock related to
stock-based
compensation plans
     28,594        —          (307             6,087        (857             (1,164
Stock-based
compensation
                       4,029                                        4,029  
Other comprehensive loss
                                                        (954     (954
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance March 27, 2021
     68,212,296      $ 682      $ 232,597     $ 2,115,411       29,803,726      $ (1,582,818   $ (2,953   $ 762,919  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
8

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 thirteen-week periods ended March 26, 2022 and March 27, 2021 (dollars in thousands):
 
    
Thirteen Weeks Ended
 
Mode
  
March 26,

2022
   
March 27,

2021
 
Truck – BCO Independent Contractors
     37     44
Truck – Truck Brokerage Carriers
     52     49
Rail intermodal
     2     2
Ocean and air cargo carriers
     8     4
     
Truck Equipment Type
                
Van equipment
   $ 1,081,206     $ 729,402  
Unsided/platform equipment
   $ 408,757     $ 297,485  
Less-than-truckload
   $ 33,720     $ 25,670  
Other truck transportation (1)
   $ 227,601     $ 140,932  
 
  (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.
 
9

(2)
Share-based Payment Arrangements
As of March 26, 2022, 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 Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated as of May 17, 2016, the “2013 DSCP”). 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 115,000 shares of the Company’s common stock were authorized for issuance under the 2013 DSCP. The 2011 EIP and 2013 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):
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
    
March 27,

2021
 
Total cost of the Plans during the period
   $ 1,995      $ 4,029  
Amount of related income tax benefit recognized during the period
     (3,360      (1,341
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ (1,365    $ 2,688  
    
 
 
    
 
 
 
Included in income tax benefits recognized in the thirteen-week periods ended March 26, 2022 and March 27, 2021 were excess tax benefits from stock-based awards of $2,869,000 and $343,000, respectively.
As of March 26, 2022, there were 56,502 shares of the Company’s common stock reserved for issuance under the 2013 DSCP and 3,230,826 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 25, 2021
     209,399      $ 102.90  
Granted
     49,405      $ 139.78  
Shares earned in excess of target
(1)
     91,497      $ 92.58  
Vested shares, including shares earned in excess of target
     (174,366    $ 96.14  
Forfeited
     (15,044    $ 103.31  
    
 
 
          
Outstanding at March 26, 2022
     160,891      $ 115.64  
    
 
 
          
 
(1)
Represents additional shares earned under each of the February 2, 2017; February 2, 2018 and February 1, 2019 RSU awards as fiscal year 2021 financial results exceeded target performance level.
During the thirteen-week period ended March 26, 2022, the Company granted RSUs with a performance condition. Outstanding RSUs at both December 25, 2021 and March 26, 2022 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2021 Annual Report on Form
10-K.
RSUs with a performance condition granted on January 28, 2022 may vest on January 31 of 2025, 2026 and 2027 based on growth in operating income and
pre-tax
income per diluted share from continuing operations as compared to the results from the 2021 fiscal year.
The Company recognized approximately $
1,301,000 and $3,223,000 of share-based compensation expense related to RSU awards in the thirteen-week periods ended March 26, 2022 and March 27, 2021, respectively. As of March 26, 2022, there was a maximum of $27.3 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.9 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.
 
10

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 25, 2021
     56,436      $ 125.16  
Granted
     17,008      $ 152.44  
Vested
     (21,500    $ 110.16  
Forfeited
     (2,302    $ 108.59  
    
 
 
          
Non-vested
at March 26, 2022
     49,642      $ 141.77  
    
 
 
          
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 or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2013 DSCP plan, 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 March 26, 2022, there was $5,555,000 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 2.4 years.
Stock Options
The following table summarizes information regarding the Company’s outstanding stock options under the Plans:
 
    
Number of
Options
    
Weighted Average
Exercise Price per
Share
    
Weighted Average
Remaining
Contractual
Term (years)
    
Aggregate Intrinsic
Value (000s)
 
Options outstanding at December 25, 2021
     8,570      $ 55.42                    
Exercised
     (3,500    $ 54.01                    
    
 
 
                            
Options outstanding at March 26, 2022
     5,070      $ 56.40        0.8      $ 495  
    
 
 
                            
Options exercisable at March 26, 2022
     5,070      $ 56.40        0.8      $ 495  
    
 
 
                            
The total intrinsic value of stock options exercised during the thirteen-week periods ended March 26, 2022 and March 27, 2021 was $369,000 and $521,000, respectively.
As of March 26, 2022, there was no unrecognized compensation cost related to stock options granted under the Plans.
 
(3)
Income Taxes
The provisions for income taxes for the 2022 and 2021 thirteen-week periods were based on an estimated annual effective income tax rate of 24.5% and 24.4
%, 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 both periods primarily attributable to state taxes and
non-deductible
executive compensation. The effective income tax rate for the 2022 thirteen-week period w
as 22.8
%, 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. The effective income tax rate for the 2021 thirteen-week period o
f 24.4
% was equal to the estimated annual effective income tax rate during the 2021 period.
 
11

(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 2022 and 2021 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.
For each of the thirteen-week periods ended March 26, 2022 and March 27, 2021, 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 2022 thirteen-week period, Landstar paid income taxes and interest of $2,031,000 and $1,029,000, respectively. During the 2021 thirteen-week period, Landstar paid income taxes and interest of $353,000 and $983,000, respectively. Landstar did not acquire any operating property by entering into finance leases in either the 2022 or 2021 thirteen-week periods.
 
(6)
Segment Information
The following table summarizes information about the Company’s reportable business segments as of and for the thirteen-week periods ended March 26, 2022 and March 27, 2021 (in thousands):
 
    
Thirteen Weeks Ended
 
    
March 26, 2022
    
March 27, 2021
 
    
Transportation

Logistics
    
Insurance
    
Total
    
Transportation

Logistics
    
Insurance
    
Total
 
External revenue
   $ 1,951,339      $ 19,260      $ 1,970,599      $ 1,270,499      $ 17,035      $ 1,287,534  
Internal revenue
              12,884        12,884                 9,534        9,534  
Investment income
              721        721                 684        684  
Operating income
     151,946        10,887        162,833        89,732        13,536        103,268  
Expenditures on long-lived assets
     3,609                 3,609        4,076                 4,076  
Goodwill
     40,945                 40,945        40,732                 40,732  
In the thirteen-week periods ended March 26, 2022 and March 27, 2021, 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 income (loss), net of related income taxes, as of and for the thirteen-week period ended March 26, 2022 (in thousands):
 
 
  
Unrealized
Holding Gains
(Losses) on
Available-for-Sale

Securities
 
  
Foreign
Currency
Translation
 
  
Total
 
Balance as of December 25, 2021
   $ 113      $ (5,516    $ (5,403
Other comprehensive (loss) income
     (5,187      1,275        (3,912
    
 
 
    
 
 
    
 
 
 
Balance as of March 26, 2022
   $ (5,074    $ (4,241    $ (9,315
    
 
 
    
 
 
    
 
 
 
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 thirteen-week period ended March 26, 2022.
 
12

(8)
Investments
Investments include primarily investment-grade corporate bonds 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 noncredit-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 $6,464,000 at March 26, 2022, while unrealized gains, net of unrealized losses, on the investments in the bond portfolio were $144,000 at December 25, 2021.
The amortized cost and fair values of
available-for-sale
investments are as follows at March 26, 2022 and December 25, 2021 (in thousands):
 
    
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair Value
 
March 26, 2022
                           
Money market investments
   $ 14,913      $ —        $ —        $ 14,913  
Asset-backed securities
     21,259        —          1,435        19,824  
Corporate bonds and direct obligations of government agencies
     133,645        212        5,203        128,654  
U.S. Treasury obligations
     2,342        —          38        2,304  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 172,159      $ 212      $ 6,676      $ 165,695  
    
 
 
    
 
 
    
 
 
    
 
 
 
         
December 25, 2021
                           
Money market investments
   $ 8,750      $ —        $ —        $ 8,750  
Asset-backed securities
     22,441        —          346        22,095  
Corporate bonds and direct obligations of government agencies
     137,916        1,406        966        138,356  
U.S. Treasury obligations
     2,342        50        —          2,392  
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 171,449      $ 1,456      $ 1,312      $ 171,593  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
13

For those
available-for-sale
investments with unrealized losses at March 26, 2022 and December 25, 2021, 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
 
March 26, 2022
                                         
Asset-backed securities
   $ 19,824      $ 1,435      $ —        $ —        $ 19,824      $ 1,435  
Corporate bonds and direct obligations of government agencies
     96,962        4,768        4,147        435        101,109        5,203  
U.S. Treasury obligations
     2,304        38        —          —          2,304        38  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 119,090      $ 6,241      $ 4,147      $ 435      $ 123,237      $ 6,676  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
             
December 25, 2021
                                         
Asset-backed securities
   $ 22,095      $ 346      $ —        $ —        $ 22,095      $ 346  
Corporate bonds and direct obligations of
government agencies
     72,526        966        —          —          72,526        966  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 94,621      $ 1,312      $ —        $ —        $ 94,621      $ 1,312  
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
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.
 
14

The components
of lease cost for finance leases and operating leases for the thirteen weeks ended March 26, 2022 were (in thousands):
 
Finance leases:
        
Amortization of
right-of-use
assets
   $ 5,327  
Interest on lease liability
     700  
    
 
 
 
Total finance lease cost
     6,027  
   
Operating leases:
        
Lease cost
     926  
Variable lease cost
     —    
Sublease income
     (1,213
    
 
 
 
Total net operating lease income
     (287
    
 
 
 
Total net lease cost
   $ 5,740  
    
 
 
 
A summary of the lease classification on our consolidated balance sheet as of March 26, 2022 is as follows (in thousands):
Assets:
 
Operating lease
right-of-use
assets
  
Other assets
   $ 1,916  
Finance lease assets
  
Operating property, less accumulated depreciation and amortization
     137,818  
         
 
 
 
Total lease assets
        $ 139,734  
         
 
 
 
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 March 26, 2022 (in thousands):
 
    
Finance

Leases
    
Operating

Leases
 
2022 Remainder
   $ 28,777      $ 583  
2023
     31,916        638  
2024
     22,045        534  
2025
     15,820        282  
2026
     7,668            
Thereafter
     —          —    
    
 
 
    
 
 
 
Total future minimum lease payments
     106,226        2,037  
Less amount representing interest (1.6% to 4.4%)
     3,954        121  
    
 
 
    
 
 
 
Present value of minimum lease payments
   $ 102,272      $ 1,916  
    
 
 
    
 
 
 
     
Current maturities of long-term debt
     34,983           
Long-term debt, excluding current maturities
     67,289           
Other current liabilities
              744  
Deferred income taxes and other noncurrent liabilities
              1,172  
The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of March 26, 2022 were:
 
     Finance Leases     Operating Leases  
Weighted average remaining lease term (years)
     3.4       3.4  
Weighted average discount rate
     2.5     4.0
 
15

(10)
Debt
In addition to the finance lease obligations as presented on the consolidated balance sheets, the Company had
$70,000,000
in outstanding debt as of March 26, 2022, consisting of borrowings under the Company’s revolving credit facility. The Company had
no
 
borrowings under the revolving credit facility as of December 25, 2021.
On August 18, 2020, Landstar entered into an amended and restated credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement, which matures on August 18, 2023, provides $250,000,000 of borrowing capacity in the form of a revolving credit facility, $35,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement includes an “accordion” feature providing for a possible increase up to an aggregate borrowing capacity of $400,000,000.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) the Eurocurrency rate plus 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 0.25% to 0.35%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. As of March 26, 2022, the weighted average interest rate on borrowings outstanding was 1.66%.
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 defined 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 that adjust monthly 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 $34,292,000 in current maturities of investments and $1,387,000 in restricted cash held by the Company’s insurance segment at March 26, 2022. The
non-current
portion of the bond portfolio of $131,403,000 is included in other assets. The short-term investments, together with $44,463,000 of
non-current
investments, provide collateral for the $72,267,000 of letters of credit issued to guarantee payment of insurance claims. As of March 26, 2022, Landstar also had $33,170,000 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.
 
16

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 25, 2021 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2021 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 2021 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. foreign trade relationships; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; changes in fuel 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 2021 fiscal year, described in Item 1A “Risk Factors”, 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. 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 1,200 independent commission sales agents and over 108,000 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 $6.5 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.,
 
17

Landstar Metro, S.A.P.I. de C.V., and as further described below, Landstar Blue. Transportation services offered by the Company include truckload and 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 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 thirteen weeks ended March 26, 2022, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 37%, 52% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 8% of the Company’s consolidated revenue in the thirteen-week period ended March 26, 2022.
On May 6, 2020, the Company formed a new subsidiary that was subsequently renamed Landstar Blue, LLC (“Landstar Blue”). 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. On June 15, 2020, Landstar Blue completed the acquisition of an independent agent of the Company whose business focused on truckload brokerage services. The results of operations from Landstar Blue are presented as part of the Company’s transportation logistics segment. Revenue from Landstar Blue represented less than 1% of the Company’s transportation logistics segment revenue in the thirteen-week period ended March 26, 2022.
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 thirteen-week period ended Mar
ch 26, 2022.
Changes in Financial Condition and Results of Operati
ons
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 2021 fiscal year, 593 independent commission sales agents generated $1 million or more of Landstar revenue and thus qualified as Million Dollar Agents. During the 2021 fiscal year, the average revenue generated by a Million Dollar Agent was $6,150,000 and revenue generated by Million Dollar Agents in the aggregate represented 94% of consolidated revenue.
 
18

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:
 
    
Thirteen Weeks Ended
 
    
March 26,
2022
    
March 27,
2021
 
Revenue generated through (in thousands):
     
Truck transportation
     
Truckload:
     
Van equipment
   $ 1,081,206      $ 729,402  
Unsided/platform equipment
     408,757        297,485  
Less-than-truckload
     33,720        25,670  
Other truck transportation (1)
     227,601        140,932  
  
 
 
    
 
 
 
Total truck transportation
     1,751,284        1,193,489  
Rail intermodal
     42,688        31,708  
Ocean and air cargo carriers
     152,057        47,600  
Other (2)
     24,750        14,737  
  
 
 
    
 
 
 
   $ 1,970,599      $ 1,287,534  
  
 
 
    
 
 
 
Revenue on loads hauled via BCO Independent Contractors included in total truck transportation
   $ 727,574      $ 560,114  
Number of loads:
     
Truck transportation
     
Truckload:
     
Van equipment
     376,268        321,212  
Unsided/platform equipment
     131,829        114,263  
Less-than-truckload
     47,843        40,692  
Other truck transportation (1)
     85,930        59,663  
  
 
 
    
 
 
 
Total truck transportation
     641,870        535,830  
Rail intermodal
     12,630        11,700  
Ocean and air cargo carriers
     11,560        9,230  
  
 
 
    
 
 
 
     666,060        556,760  
  
 
 
    
 
 
 
Loads hauled via BCO Independent Contractors included in total truck transportation
     262,240        245,950  
Revenue per load:
     
Truck transportation
     
Truckload:
     
Van equipment
   $ 2,873      $ 2,271  
Unsided/platform equipment
     3,101        2,604  
Less-than-truckload
     705        631  
Other truck transportation (1)
     2,649        2,362  
Total truck transportation
     2,728        2,227  
Rail intermodal
     3,380        2,710  
Ocean and air cargo carriers
     13,154        5,157  
Revenue per load on loads hauled via BCO Independent Contractors
   $ 2,774      $ 2,277  
 
Revenue by capacity type (as a % of total revenue):
    
Truck capacity providers:
    
BCO Independent Contractors
     37     44
Truck Brokerage Carriers
     52     49
Rail intermodal
     2     2
Ocean and air cargo carriers
     8     4
Other
     1     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.
 
19

 
(2)
Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro.
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:
 
    
March 26, 2022
    
March 27, 2021
 
BCO Independent Contractors
     11,089        10,498  
Truck Brokerage Carriers:
     
Approved and active (1)
     68,859        49,538  
Other approved
     28,094        23,246  
  
 
 
    
 
 
 
     96,953        72,784  
  
 
 
    
 
 
 
Total available truck capacity providers
     108,042        83,282  
  
 
 
    
 
 
 
Trucks provided by BCO Independent Contractors
     11,935        11,268  
 
  (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 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 and purchased transportation paid to ocean cargo carriers is generally based on contractually agreed-upon fixed rates per load. 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 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, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and gains/losses, if any, on sales of Company-owned trailing equipment.
 
20

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.
Effective May 1, 2019, the Company entered into a new three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2019 through April 30, 2022, the Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for each policy year, an aggregate limit of $20 million for the
thirty-six
month term ended April 30, 2022, and options to increase such aggregate limits for
pre-established
amounts of additional premium. If aggregate losses under the Initial Excess Policy exceed either the annual aggregate limit or the aggregate limit for the three year period ending April 30, 2022, and the Company did not elect to increase such aggregate limits for a
pre-established
amount of additional premium, Landstar would retain liability of up to $10 million per occurrence, inclusive of its $5 million self-insured retention for commercial trucking claims during the remainder of the applicable policy year(s). Moreover, as a result of the Company’s aggregate loss experience since it entered into the Initial Excess Policy, the Initial Excess Policy required the Company to pay additional premium relating to its existing coverage up to a
pre-established
maximum amount of $3.5 million, which was provided for in insurance and claims costs for the Company’s 2020 fiscal first quarter.
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. With respect to the annual policy year ended April 30, 2021, as compared to the annual policy year ended April 30, 2020, the Company experienced an increase of approximately $14 million, or over 170%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million. Effective May 1, 2021, with respect to the annual policy year ending April 30, 2022, as compared to the annual policy year ended April 30, 2021, the Company experienced an increase of approximately $3 million, or 19%, 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, the Company 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 hypothetical claim in the amount of $35 million incurred during the annual policy year ending April 30, 2022, the Company would have an aggregate financial exposure of approximately $10 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 $1,000,000 for each general liability claim, up to $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.
 
21

Selling, general and administrative
During the thirteen-week period ended March 26, 2022, employee compensation and benefits accounted for approximately 70% 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.
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 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 our 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.
 
22

The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:
 
    
Thirteen Weeks Ended
 
    
March 26,
2022
   
March 27,
2021
 
Revenue
   $ 1,970,599     $ 1,287,534  
Costs of revenue:
    
Purchased transportation
     1,550,330       998,285  
Commissions to agents
     149,778       100,009  
  
 
 
   
 
 
 
Variable costs of revenue
     1,700,108       1,098,294  
Trailing equipment depreciation
     9,083       8,907  
Information technology costs
     4,046       2,938  
Insurance-related costs (1)
     31,655       22,622  
Other operating costs
     11,141       7,642  
  
 
 
   
 
 
 
Other costs of revenue
     55,925       42,109  
  
 
 
   
 
 
 
Total costs of revenue
     1,756,033       1,140,403  
  
 
 
   
 
 
 
Gross profit
   $ 214,566     $ 147,131  
  
 
 
   
 
 
 
Gross profit margin
     10.9     11.4
Plus: other costs of revenue
     55,925       42,109  
  
 
 
   
 
 
 
Variable contribution
   $ 270,491     $ 189,240  
  
 
 
   
 
 
 
Variable contribution margin
     13.7     14.7
 
  (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 41% of the Company’s consolidated revenue in the thirteen-week period ended March 26, 2022 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 59% 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 costs of revenue, are much less impacted by short-term freight market trends; (ii) disclosure of this measure allows investors to better
 
23

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.
 
    
Thirteen Weeks Ended
 
    
March 26,

2022
   
March 27,

2021
 
Gross profit
   $ 214,566     $ 147,131  
Operating income
   $ 162,833     $ 103,268  
Operating income as % of gross profit
  
 
75.9
 
 
70.2
Variable contribution
   $ 270,491     $ 189,240  
Operating income
   $ 162,833     $ 103,268  
Operating income as % of variable contribution
  
 
60.2
 
 
54.6
The increase in operating income as a percentage of gross profit from the 2021 thirteen-week period to the 2022 thirteen-week period resulted from operating income increasing at a more rapid percentage rate than the increase in gross profit, as the Company was able to scale our fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger gross profit base.
The increase in operating income as a percentage of variable contribution from the 2021 thirteen-week period to the 2022 thirteen-week period resulted from operating income increasing at a more rapid percentage rate than the increase in variable contribution, as the Company was able to scale our fixed cost infrastructure, primarily certain components of selling, general and administrative costs, as well as our other costs of revenue, across a larger variable contribution base.
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.
THIRTEEN WEEKS ENDED MARCH 26, 2022 COMPARED TO THIRTEEN WEEKS ENDED MARCH 27, 2021
Revenue for the 2022 thirteen-week period was $1,970,599,000, an increase of $683,065,000, or 53%, compared to the 2021 thirteen-week period. Transportation revenue increased $680,840,000, or 54%. The increase in transportation revenue was attributable to increased revenue per load of approximately 28% and an increased number of loads hauled of approximately 20% compared to the 2021 thirteen-week period. Reinsurance premiums were $19,260,000 and $17,035,000 for the 2022 and 2021 thirteen-week periods, respectively. The increase in revenue from reinsurance premiums was primarily attributable to an increase in the average number of trucks provided by BCO Independent Contractors and an increase in the aggregate value of equipment insured by BCO Independent Contractors under a physical damage program reinsured by Signature in the 2022 thirteen-week period compared to the 2021 thirteen-week period.
Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2022 thirteen-week period was $1,751,284,000, representing 89% of total revenue, an increase of $557,795,000, or 47%, compared to the 2021 thirteen-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 22% compared to the 2021 thirteen-week period, and the number of loads hauled by third party truck capacity providers increased approximately 20% in the 2022 thirteen-week period compared to the 2021 thirteen-week period.
 
24

The increase in revenue per load on loads hauled via truck was primarily due to a continuation into the 2022 first fiscal quarter of the extremely tight truck capacity environment experienced during the fourth fiscal quarter of 2021, which resulted in less readily available truck capacity as compared to the 2021 thirteen-week period. Revenue per load on loads hauled via van equipment increased 27%, revenue per load on loads hauled via unsided/platform equipment increased 19%, revenue per load on less-than-truckload loadings increased 12% and revenue per load on loads hauled via other truck transportation increased 12% as compared to the 2021 thirteen-week period. Revenue per load on loads hauled via truck increased 25% in January, 29% in February and 17% in March, respectively, as compared to the corresponding periods in 2021, as the comparisons to prior year periods became more challenging in March due to an atypical increase in truck revenue per load of 11% on a sequential basis from fiscal February 2021 to fiscal March 2021.
The increase in the number of loads hauled via truck compared to the 2021 thirteen-week period was due to a broad-based increase in demand for the Company’s truck transportation services, particularly van services and power-only services included in other truck transportation services. Loads hauled via van equipment increased 17%, loads hauled via unsided/platform equipment increased 15%, loads hauled via less-than-truckload increased 18% and loads hauled via other truck transportation increased 44% as compared to the 2021 thirteen-week period. The number of loads hauled via truck increased 17% in January, 30% in February and 14% in March, respectively, as compared to the corresponding periods in 2021, as the comparisons to prior year periods became more challenging in March due to (1) the impact of the Russian invasion of Ukraine on one independent commission sales agency that maintains administrative operations in Ukraine and (2) an atypical increase in the number of loads hauled via truck from fiscal February 2021 to fiscal March 2021 that resulted from severe winter weather experienced during the last week of fiscal February 2021, which shifted truck volume in 2021 from fiscal February to fiscal March.
Fuel surcharges billed to customers on revenue generated by BCO Independent Contractors are excluded from revenue. Fuel surcharges on Truck Brokerage Carrier revenue identified separately in billings to customers and included as a component of Truck Brokerage Carrier revenue were $37,485,000 and $19,234,000 in the 2022 and 2021 thirteen-week periods, respectively. It should be noted that billings to many customers of the Company’s truck brokerage services include a single
all-in
rate that do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers. Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.
Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2022 thirteen-week period was $194,745,000, or 10% of total revenue, an increase of $115,437,000, or 146%, compared to the 2021 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers increased approximately 112% in the 2022 thirteen-week period compared to the 2021 thirteen-week period, and the number of loads hauled by multimode capacity providers increased approximately 16% over the same period. Revenue per load on loads hauled by multimode capacity providers increased for all modes, primarily due to strong U.S. and global economic recoveries coupled with the impact of global supply chain disruptions which were particularly acute with respect to international ocean and air freight. Revenue per load on loads hauled via ocean, air and rail intermodal increased 128%, 122% and 25%, respectively, during the 2022 thirteen-week period as compared to the 2021 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity. The increase in the number of loads hauled by multimode capacity providers was due to a 64% increase in ocean loadings and an 8% increase in rail loadings, partially offset by a 32% decrease in air loadings. The 64% increase in ocean loadings was due to a broad-based increase in demand across many customers for the Company’s ocean services, whereas the 8% increase in rail loadings was primarily attributable to one specific agency. The 32% decrease in air loadings was entirely attributable to decreased loadings at one specific customer.
Purchased transportation was 78.7% and 77.5% of revenue in the 2022 and 2021 thirteen-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to (i) an increased percentage of revenue generated by Truck Brokerage Carriers, which typically has a higher rate of purchased transportation than revenue generated by BCO Independent Contractors; (ii) an increased percentage of revenue generated by multimode capacity providers, which typically has a higher rate of purchased transportation than third party truck capacity providers; and (iii) to a lesser extent, an increased rate of purchased transportation paid to Truck Brokerage Carriers, partially offset by a lower rate of purchased transportation on revenue generated by BCO Independent Contractors due to an increased percentage of revenue generated by BCO Independent Contractors who use their own tractors and Landstar-owned trailers, which has a lower rate of purchased transportation than revenue generated by BCO Independent Contractors who use their own tractors and their own trailers. Commissions to agents were 7.6% and 7.8% of revenue in the 2022 and 2021 thirteen-week periods, respectively. The decrease in commissions to agents as a percentage of revenue was primarily attributable to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers.
 
25

Investment income was $721,000 and $684,000 in the 2022 and 2021 thirteen-week periods, respectively.
Other operating costs increased $3,499,000 in the 2022 thirteen-week period compared to the 2021 thirteen-week period. The increase in other operating costs compared to the prior year was primarily due to increased trailing equipment maintenance costs as a result of (i) increased labor and parts costs as the Company retained older equipment to support current business levels; and (ii) an increased average trailer fleet size during the 2022 thirteen-week period, an increased provision for contractor bad debt and the impact of the resumption of large
in-person
events for the Company’s BCO Independent Contractors and independent commission sales agents.
Insurance and claims increased $9,263,000 in the 2022 thirteen-week period compared to the 2021 thirteen-week period. The increase in insurance and claims expense compared to the prior year was primarily due to the impact of net unfavorable development of prior years’ claims in the 2022 thirteen-week period, as well as increased severity of current year trucking claims during the 2022 period and an increase in insurance premiums, primarily for commercial auto and excess liability coverage. During the 2022 and 2021 thirteen-week periods, insurance and claims costs included $4,273,000 of net unfavorable and $292,000 of net favorable adjustments to prior years’ claims estimates, respectively.
Selling, general and administrative costs increased $7,305,000 in the 2022 thirteen-week period compared to the 2021 thirteen-week period. The increase in selling, general and administrative costs compared to prior year was attributable to increased wages and employee benefit costs, an increased provision for customer bad debt and an increased provision for incentive compensation, partially offset by decreased stock-based compensation expense. Included in selling, general and administrative costs was stock-based compensation expense of $1,995,000 and $4,029,000 for the 2022 and 2021 thirteen-week periods, respectively, and incentive compensation expense of $5,199,000 and $4,289,000 for the 2022 and 2021 thirteen-week periods, respectively.
Depreciation and amortization increased $1,656,000 in the 2022 thirteen-week period compared to the 2021 thirteen-week period. The increase in depreciation and amortization expenses was primarily due to increased depreciation on information technology assets.
Interest and debt expense in the 2022 thirteen-week period increased $81,000 compared to the 2021 thirteen-week period. The increase in interest and debt expense was primarily attributable to increased average borrowings on the Company’s revolving credit facility during the 2022 period, as the Company had no borrowings during the 2021 period.
The provisions for income taxes for the 2022 and 2021 thirteen-week periods were each based on an estimated annual effective income tax rate of 24.5% and 24.4%, 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 both periods primarily attributable to state taxes and nondeductible executive compensation. The effective income tax rate for the 2022 thirteen-week period was 22.8%, 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. The effective income tax rate for the 2021 thirteen-week period of 24.4% was equal to the estimated annual effective income tax rate during the 2021 period.
Net income was $124,839,000, or $3.34 per diluted share, in the 2022 thirteen-week period. Net income was $77,240,000, or $2.01 per diluted share, in the 2021 thirteen-week period.
CAPITAL RESOURCES AND LIQUIDITY
Working capital and the ratio of current assets to current liabilities were $588,247,000 and 1.6 to 1, respectively, at March 26, 2022, compared with $512,917,000 and 1.5 to 1, respectively, at December 25, 2021. Landstar has historically operated with current ratios within the range of 1.5 to 1 to 2.0 to 1. Cash provided by operating activities was $94,965,000 in the 2022 thirteen-week period compared with $69,891,000 in the 2021 thirteen-week period. The increase in cash flow provided by operating activities for fiscal year 2021 was primarily attributable to increased net income, partially offset by the 53% increase in revenue year-over-year, which increased net receivables, defined as accounts receivable less accounts payable.
The Company declared and paid $0.25 per share, or $9,324,000 in the aggregate, in cash dividends during the thirteen-week period ended March 26, 2022 and, during such period, also paid $75,387,000 of dividends payable which were declared during fiscal year 2021 and included in current liabilities in the consolidated balance sheet at December 25, 2021. The Company declared and paid $0.21 per share, or $8,067,000 in the aggregate, in cash dividends during the thirteen-week period ended March 27, 2021 and, during such period,
 
26

also paid $76,770,000 of dividends payable which were declared during fiscal year 2020 and included in current liabilities in the consolidated balance sheet at December 26, 2020. During the thirteen-week period ended March 26, 2022, the Company purchased 693,550 shares of its common stock at a total cost of $109,332,000. During the thirteen-week period ended March 27, 2021, the Company did not purchase any shares of its common stock. As of March 26, 2022, the Company may purchase in the aggregate up to 2,306,450 shares of its common stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $172,272,000 at March 26, 2022, $60,468,000 higher than at December 25, 2021.
Shareholders’ equity was $856,149,000, or 83% of total capitalization (defined as long-term debt including current maturities plus equity), at March 26, 2022, compared to $862,010,000, or 89% of total capitalization, at December 25, 2021. The decrease in shareholders’ equity was primarily the result of purchases of shares of the Company’s common stock, taxes paid in lieu of shares issued related to stock-based compensation plans and dividends declared by the Company in the 2022 thirteen-week period, partially offset by net income.
On August 18, 2020, Landstar entered into an amended and restated credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement, which matures on August 18, 2023, provides $250,000,000 of borrowing capacity in the form of a revolving credit facility, $35,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement includes an “accordion” feature providing for a possible increase up to an aggregate borrowing capacity of $400,000,000.
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 defined 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.
At March 26, 2022, the Company had $70,000,000 in borrowings outstanding and $33,170,000 of letters of credit outstanding under the Credit Agreement. At March 26, 2022, there was $146,830,000 available for future borrowings under the Credit Agreement. In addition, the Company has $72,267,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments and restricted cash totaling $80,142,000 at March 26, 2022. Investments, all of which are carried at fair value, include primarily investment-grade bonds and asset-backed securities having maturities of up to five years. Fair value of investments is based primarily on quoted market prices. See “Notes to Consolidated Financial Statements” included herein for further discussion on measurement of fair value of investments.
Historically, the Company has generated sufficient operating cash flow to meet its debt service requirements, fund continued growth, both organic and through acquisitions, complete or execute share purchases of its common stock under authorized share purchase programs, pay dividends and meet working capital needs. As an asset-light provider of integrated transportation management solutions, the Company’s annual capital requirements for operating property are generally for trailing equipment and information technology hardware and software. In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements. During the 2022 thirteen-week period, the Company purchased $3,609,000 of operating property. Landstar anticipates acquiring either by purchase or lease financing during the remainder of fiscal year 2022 approximately $81,000,000 in operating property, consisting primarily of new trailing equipment to replace older trailing equipment and information technology equipment.
Management believes that cash flow from operations combined with the Company’s borrowing capacity under the Credit Agreement will be adequate to meet Landstar’s debt service requirements, fund continued growth, both internal and through acquisitions, pay dividends, complete the authorized share purchase programs and meet working capital needs.
 
27

LEGAL MATTERS
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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Landstar provides for the estimated costs of self-insured claims primarily on an actuarial basis. The amount recorded for the estimated liability for claims incurred is based upon the facts and circumstances known on the applicable balance sheet date. The ultimate resolution of these claims may be for an amount greater or less than the amount estimated by management. The Company continually revises its existing claim estimates as new or revised information becomes available on the status of each claim. Historically, the Company has experienced both favorable and unfavorable development of prior years’ claims estimates. During the 2022 and 2021 thirteen-week periods, insurance and claims costs included $4,273,000 of net unfavorable and $292,000 of net favorable adjustments to prior years’ claims estimates, respectively. It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims liability at March 26, 2022.
Significant variances from management’s estimates for the ultimate resolution of self-insured claims could be expected to positively or negatively affect Landstar’s earnings in a given quarter or year. However, management believes that the ultimate resolution of these items, given a range of reasonably likely outcomes, will not significantly affect the long-term financial condition of Landstar or its ability to fund its continuing operations.
SEASONALITY
Landstar’s operations are subject to seasonal trends common to the trucking industry. Truckload shipments for the quarter ending in March are typically lower than for the quarters ending June, September and December.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in interest rates as a result of its financing activities, primarily its borrowings on its revolving credit facility, if any, and investing activities with respect to investments held by the insurance segment.
On August 18, 2020, Landstar entered into an amended and restated credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement, which matures on August 18, 2023, provides $250,000,000 of borrowing capacity in the form of a revolving credit facility, $35,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement includes an “accordion” feature providing for a possible increase up to an aggregate borrowing capacity of $400,000,000.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) the Eurocurrency rate plus 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 in arrears, of 0.25% to 0.35%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. As of March 26, 2022, the weighted average interest rate on borrowings outstanding was 1.66%. During the first quarter of 2022, the average outstanding balance under the Credit Agreement was approximately $33,077,000. Assuming that debt levels on the Credit Agreement remain at $70,000,000, the balance at March 26, 2022, a hypothetical increase of 100 basis points in current rates provided for under the Credit Agreement is estimated to result in an increase in interest expense of $700,000 on an annualized basis. As of December 25, 2021, the Company had no borrowings outstanding under the Credit Agreement.
Long-term investments, all of which are
available-for-sale
and are carried at fair value, include primarily investment-grade bonds and asset-backed securities having maturities of up to five years. Assuming that the long-term portion of investments remains at $131,403,000, the balance at March 26, 2022, a hypothetical increase or decrease in interest rates of 100 basis points would not have a material impact on future earnings on an annualized basis. Short-term investments consist of short-term investment-grade instruments and the current maturities of investment-grade corporate bonds and asset-backed securities. Accordingly, any future interest rate risk on these short-term investments would not be material to the Company’s operating results.
 
 
28

Assets and liabilities of the Company’s Canadian and Mexican operations are translated from their functional currency to U.S. dollars using exchange rates in effect at the balance sheet date and revenue and expense accounts are translated at average monthly exchange rates during the period. Adjustments resulting from the translation process are included in accumulated other comprehensive income. Transactional gains and losses arising from receivable and payable balances, including intercompany balances, in the normal course of business that are denominated in a currency other than the functional currency of the operation are recorded in the statements of income when they occur. The assets held at the Company’s Canadian and Mexican subsidiaries at March 26, 2022 were collectively, as translated to U.S. dollars, approximately 2% of total consolidated assets. Accordingly, translation gains or losses of 50% or less related to the Canadian and Mexican operations would not be material.
Item 4. Controls and Procedures
As of the end of the period covered by this quarterly report on Form
10-Q,
an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule
13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 26, 2022 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There were no changes in the Company’s internal control over financial reporting during the first quarter of 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules
13a-15
and
15d-15
under the Securities Exchange Act of 1934, as amended, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
In designing and evaluating disclosure controls and procedures, Company management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitation in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 2, “
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Legal Matters
Item 1A. Risk Factors
For a discussion identifying risk factors and other important factors that could cause actual results to differ materially from those anticipated, see the discussions under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form
10-K
for the fiscal year ended December 25, 2021 and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” in this Quarterly Report on Form
10-Q.
Except as set forth below, there have been no material changes to the Risk Factors described in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form
10-K
for the fiscal year ended December 25, 2021 as filed with the SEC.
Increased severity or frequency of accidents and other claims or a material unfavorable development of existing claims.
As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Self-Insured Claims,” potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. For periods prior to May 1, 2019, Landstar retains liability for commercial trucking claims up to $5 million per occurrence and maintains various third party insurance arrangements for liabilities in excess of its $5 million self-insured retention. Effective May 1, 2019, the Company entered into a new three year
 
29

commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2019 through April 30, 2022, the Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for each policy year, an aggregate limit of $20 million for the
thirty-six
month term ended April 30, 2022, and options to increase such aggregate limits for
pre-established
amounts of additional premium. If aggregate losses under the Initial Excess Policy exceed either the annual aggregate limit or the aggregate limit for the three year period ending April 30, 2022, and the Company did not elect to increase such aggregate limits for a
pre-established
amount of additional premium, Landstar would retain liability of up to $10 million per occurrence, inclusive of its $5 million self-insured retention for commercial trucking claims during the remainder of the applicable policy year(s).
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. With respect to the annual policy year ending April 30, 2021, as compared to the annual policy year ended April 30, 2020, the Company experienced an increase of approximately $14 million, or over 170%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million. Effective May 1, 2021, with respect to the annual policy year ending April 30, 2022, as compared to the annual policy year ended April 30, 2021, the Company experienced an increase of approximately $3 million, or 19%, 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, the Company 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 hypothetical claim in the amount of $35 million incurred during the annual policy year ending April 30, 2022, the Company would have an aggregate financial exposure of approximately $10 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 $1,000,000 for each general liability claim, up to $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.
Dependence on independent commission sales agents.
As noted above in Item 1, “Business — Factors Significant to the Company’s Operations — Agent Network,” the Company markets its services primarily through independent commission sales agents. During fiscal year 2021, 593 agents generated revenue for Landstar of at least $1 million each, or in the aggregate approximately 94% of Landstar’s consolidated revenue. Included among these Million Dollar Agents, 115 agents generated at least $10,000,000 of Landstar revenue during the 2021 fiscal year, or in the aggregate approximately 71% of Landstar’s consolidated revenue. Of these larger agencies, one such Landstar independent commission sales agency, itself with a very diversified customer base, generated approximately $740,000,000, or 11%, of Landstar’s consolidated revenue and approximately 7% of Landstar’s consolidated variable contribution in fiscal year 2021.
 
30

A number of these larger agencies, including the largest of Landstar’s independent commission sales agents, maintain business operations in countries outside of North America where the risks of doing business may be different than in the United States or Canada due to geopolitical, legal or other risks associated with doing business in such foreign jurisdictions. There can be no assurance regarding the potential disruption and impact adverse geopolitical developments in these foreign jurisdictions could have on the ability of certain large independent commission sales agents to generate and maintain business operations in support of significant amounts of Landstar revenue. As disclosed in a Current Report on Form
8-K
filed by the Company on February 28, 2022, the largest Landstar independent commission sales agency referenced above, while based in the United States, has significant administrative operations located in eastern Ukraine. The administrative operations of this agency were significantly disrupted during the onset of the Russian invasion of Ukraine. The Company also has another of its largest independent commission sales agencies, as measured by revenue generated in fiscal year 2021, that is based in the United States but conducts a portion of its operations in western Ukraine. The priority for Landstar and both of these agencies is the safety and well-being of these agencies’ Ukrainian workforces and their families. It should also be noted that load volumes arranged by these two independent commission sales agencies with significant administrative operations located in Ukraine were significantly less impacted to date than initially anticipated by the Company at the onset of the Russian invasion. Nevertheless, no assurances can be provided regarding the conflict between Russia and Ukraine and the extent of potential future operational disruption the conflict may have on either of these Landstar agencies and the related impact of these disruptions on the Company.
Landstar competes with motor carriers and other third parties for the services of independent commission sales agents. Landstar has historically experienced very limited agent turnover in the number of its Million Dollar Agents. There can be no assurances, however, that Landstar will continue to experience very limited turnover of its Million Dollar Agents in the future. Landstar’s contracts with its agents, including its Million Dollar Agents, are typically terminable without cause upon 10 to 30 days’ notice by either party and generally contain significant but not unqualified
non-compete
provisions limiting the ability of a former agent to compete with Landstar for a specified period of time post-termination, and other restrictive covenants. The loss of some of the Company’s Million Dollar Agents and/or a significant decrease in revenue generated by Million Dollar Agents could have a material adverse effect on Landstar, including its results of operations and revenue.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Company
The following table provides information regarding the Company’s purchase of its common stock during the period from December 25, 2021 to March 26, 2022, the Company’s first fiscal quarter:
 
Fiscal Period
   Total Number of
Shares Purchased
     Average Price
Paid Per Share
     Total Number of Shares
Purchased as Part of
Publicly Announced
Programs
     Maximum Number of
Shares That May Yet Be
Purchased Under the
Programs
 
December 25, 2021
              3,000,000  
December 26, 2021 – January 22, 2022
     —        $ —          —          3,000,000  
January 23, 2022 – February 19, 2022
     571,871        158.72        571,871        2,428,129  
February 20, 2022 – March 26, 2022
     121,679        152.56        121,679        2,306,450  
  
 
 
    
 
 
    
 
 
    
Total
     693,550      $ 157.64        693,550     
  
 
 
    
 
 
    
 
 
    
On December 7, 2021, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,912,824 additional shares of the Company’s Common Stock from time to time in the open market and in privately negotiated transactions. On December 9, 2019, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,849,068 shares of the Company’s Common Stock from time to time in the open market and in privately negotiated transactions. As of March 26, 2022, the Company had authorization to purchase in the aggregate up to 2,306,450 shares of its Common Stock under these programs. No specific expiration date has been assigned to the December 7, 2021 or December 9, 2019 authorizations.
Dividends
On August 18, 2020, Landstar entered into an amended and restated credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock in the event 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, as defined in the Credit Agreement, would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter.
 
31

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form
10-Q.
 
32

EXHIBIT INDEX
Registrant’s Commission File No.:
0-21238
 
Exhibit
    No.    
 
Description
 (31)   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.1*   Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2*   Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 (32)   Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.1**   Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2**   Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*   Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
*
Filed herewith
**
Furnished herewith
 
33

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: April 29, 2022               
/s/ James B. Gattoni
      James B. Gattoni
     
President and
Chief Executive Officer
Date: April 29, 2022      
/s/ Federico L. Pensotti
      Federico L. Pensotti
      Vice President and Chief
      Financial Officer
 
34