Item 2.02 Results of Operations and Financial Condition
On October 20, 2021, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the third quarter of fiscal 2021. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference.
The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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.
Item 7.01 Regulation FD Disclosure
A slide presentation, dated October 20, 2021, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on October 21, 2021 in connection with the Company’s release of results for the third quarter of fiscal 2021.
A supplemental information presentation is attached hereto as Exhibit 99.3 and is incorporated herein by reference. This supplemental information presentation provides reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin for the 2021 first and second fiscal quarters and each quarter of the Company’s five most recently completed fiscal years. This information that may be referred to by the Company on its conference call with investors scheduled to occur on October 21, 2021 in connection with the Company’s release of results for the third quarter of fiscal 2021.
In the press release attached hereto as Exhibit 99.1, the slide presentation attached hereto as Exhibit 99.2 and the supplemental information presentation attached hereto as Exhibit 99.3, the Company provided the following information that may be deemed a non-GAAP financial measure: variable contribution and variable contribution margin. In the slide presentation attached hereto as Exhibit 99.2, the Company provided the following information that may also be deemed a non-GAAP financial measure: operating income as a percentage of gross profit and operating income as a percentage of variable contribution, each in the 2020 year-to-date period, excluding the impact of pandemic relief incentive payments.
Management 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 agents in order to provide services to our customers.
Management also believes that it is appropriate to present each of the financial measures that may be deemed a non-GAAP financial measure, as referred to above, for the following reasons: (1) disclosure of these matters will allow investors to better understand the underlying trends in the Company’s financial condition and results of operations; (2) this information will facilitate comparisons by investors of the Company’s results as compared to the results of peer companies; and (3) management considers this financial information in its decision making.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3 hereof, 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.
Item 8.01 Other Events
As of the third quarter of 2021, the Company revised the format of the historical classification of truck services and equipment type in its financial statement supplemental information presentation. Power-only, expedited, straight truck, cargo van and miscellaneous other truck transportation services that were formerly included in revenue from van or unsided/platform services have been classified in a single line item named “other truck transportation”. Included with this 8-K is a supplemental information presentation, attached hereto as Exhibit 99.4, in the new format for the 2021 first and second fiscal quarters and each quarter of the Company’s five most recently completed fiscal years. This change in the reporting of supplemental information has no impact on reporting with respect to the Company’s consolidated balance sheets, income statements, cash flows or changes in shareholders’ equity for any periods.
