Item 7.01 Regulation FD Disclosure.
As previously announced, James B. Gattoni, President and Chief Executive Officer
of Landstar System, Inc. ("Landstar" or the "Company"), will appear virtually on
behalf of the Company at the Stephens Annual Investment Conference on
November 18, 2020 at approximately 10:00 a.m. EST. It is anticipated that
Mr. Gattoni will provide an update with respect to the Company's truckload
volumes, truck revenue per load, revenue and diluted earnings per share guidance
for the Company's fourth fiscal quarter provided in its 2020 third quarter
earnings release, a copy of which was furnished as an exhibit to a Current
Report on Form 8-K filed with the Securities and Exchange Commission on
October 21, 2020.
The third quarter earnings release provided fourth quarter revenue guidance of
$1.15 billion to $1.20 billion and diluted earnings per share guidance of $1.32
to $1.42, inclusive of the one-time estimated cost of approximately
$15.0 million, or $0.29 per diluted share, related to the anticipated buyouts of
certain incentive commission arrangements with several of its independent sales
agents due to the Company's discontinuation of a truck owner-operator
recruitment and retention program formerly involving those agents. The actual
one-time cost for these buyouts was approximately $15.5 million, or $0.31 per
diluted share.
Mr. Gattoni intends to state during his webcast remarks during the conference
that based on overall market conditions and trends in the number of loads and
revenue per load on loads hauled via truck in October and the first few weeks of
November, the Company anticipates both revenue and diluted earnings per share to
be slightly above the high end of the previously issued guidance. The improved
guidance reflects truck load volume currently trending near the high end of the
previous guidance and revenue per load on loads hauled via truck trending above
the 2019 fourth quarter in a mid-teen percentage range, as compared to the low
double-digit percentage range used to estimate the initial fourth quarter
guidance. The updated guidance incorporates the actual cost of the incentive
commission buyouts referred to above and assumes insurance and claims costs for
the 2020 fourth quarter to be approximately 4.8 percent of BCO revenue.
The information furnished under Item 7.01 of this Current Report on Form 8-K
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933.
The following is a "safe harbor" statement under the Private Securities
Litigation Reform Act of 1995. Statements contained in this Current Report on
Form 8-K that are not based on historical facts are "forward-looking
statements". This Form 8-K contains 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 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;
catastrophic loss of a Company facility; intellectual property; unclaimed
property; and other operational, financial or legal risks or uncertainties
detailed in the Company's Form 10-K for the 2019 fiscal year, described in Item
1A Risk Factors, and in other SEC 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.
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