Item 1. Financial Statements
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 no t 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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.