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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 September
28, 2024
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 October 21, 2024 was 35,331,173.
 
 
 


Index

 

PART I – Financial Information

 

Item 1. Financial Statements (unaudited)   
Consolidated Balance Sheets as of September 28, 2024 and December 30, 2023      Page 5  
Consolidated Statements of Income for the Thirty-Nine and Thirteen Weeks Ended September 28, 2024 and September 30, 2023      Page 6  
Consolidated Statements of Comprehensive Income for the Thirty-Nine and Thirteen Weeks Ended September 28, 2024 and September 30, 2023      Page 7  
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended September 28, 2024 and September 30, 2023      Page 8  
Consolidated Statements of Changes in Shareholders’ Equity for the Thirty-Nine and Thirteen Weeks Ended September 28, 2024 and September 30, 2023      Page 9  
Notes to Consolidated Financial Statements      Page 11  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations      Page 21  
Item 3. Quantitative and Qualitative Disclosures About Market Risk      Page 34  
Item 4. Controls and Procedures      Page 34  
PART II – Other Information

 

Item 1. Legal Proceedings      Page 35  
Item 1A. Risk Factors      Page 35  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      Page 36  
Item 5. Other Information      Page 37  
Item 6. Exhibits      Page 37  

Signatures

     Page 39  

 

2


EX – 31.1 Section 302 CEO Certification

  

EX – 31.2 Section 302 CFO Certification

  

EX – 32.1 Section 906 CEO Certification

  

EX – 32.2 Section 906 CFO Certification

  

 

 

3


2.50http://fasb.org/us-gaap/2024#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#DeferredIncomeTaxesAndOtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentNet
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 thirty-nine weeks ended September 28, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 28, 2024.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form
10-K.
 
4

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

 
  
September 28,

2024
 
 
December 30,

2023
 
ASSETS
  
 
 
 
 
 
Current Assets
    
Cash and cash equivalents
   $ 468,830     $ 481,043  
Short-term investments
     62,451       59,661  
Trade accounts receivable, less allowance of $12,134 and $11,738
     694,633       743,762  
Other receivables, including advances to independent contractors, less allowance of $16,759 and $14,010
     51,533       43,339  
Other current assets
     33,947       24,936  
  
 
 
   
 
 
 
Total current assets
     1,311,394       1,352,741  
  
 
 
   
 
 
 
Operating property, less accumulated depreciation and amortization of $456,770 and $436,682
     289,248       284,300  
Goodwill
     41,122       42,275  
Other assets
     115,491       122,530  
  
 
 
   
 
 
 
Total assets
   $ 1,757,255     $ 1,801,846  
  
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY     
Current Liabilities
    
Cash overdraft
   $ 50,746     $ 61,541  
Accounts payable
     397,908       395,980  
Current maturities of long-term debt
     27,672       27,876  
Insurance claims
     43,370       41,825  
Dividends payable
           71,433  
Contractor escrow
     30,244       28,498  
Other current liabilities
     42,712       48,071  
  
 
 
   
 
 
 
Total current liabilities
     592,652       675,224  
  
 
 
   
 
 
 
Long-term debt, excluding current maturities
     44,834       43,264  
Insurance claims
     59,861       58,922  
Deferred income taxes and other noncurrent liabilities
     43,990       40,513  
Shareholders’ Equity
    
Common stock, $0.01 par value, authorized 160,000,000 shares, issued
68,559,269
and
68,497,324
shares
     686       685  
Additional
paid-in
capital
     255,398       254,642  
Retained earnings
     2,897,073       2,783,645  
Cost of 33,228,096 and 32,780,651 shares of common stock in treasury
     (2,128,684     (2,048,184
Accumulated other comprehensive loss
     (8,555     (6,865
  
 
 
   
 
 
 
Total shareholders’ equity
     1,015,918       983,923  
  
 
 
   
 
 
 
Total liabilities and shareholders’ equity
   $ 1,757,255     $ 1,801,846  
  
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
5

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
 

 
  
Thirty-Nine Weeks Ended
 
 
Thirteen Weeks Ended
 
 
  
September 28,

2024
 
 
September 30,

2023
 
 
September 28,

2024
 
 
September 30,

2023
 
Revenue
   $ 3,609,915     $ 4,098,877     $ 1,213,867     $ 1,289,345  
Investment income
     10,988       6,874       3,922       3,022  
Costs and expenses:
        
Purchased transportation
     2,799,384       3,141,234       943,805       986,743  
Commissions to agents
     295,801       363,397       98,703       115,244  
Other operating costs, net of gains on asset sales/dispositions
     44,138       40,998       15,144       15,158  
Insurance and claims
     83,830       86,971       30,398       29,540  
Selling, general and administrative
     162,613       159,071       51,252       50,975  
Depreciation and amortization
     44,001       44,498       15,371       14,359  
  
 
 
   
 
 
   
 
 
   
 
 
 
Total costs and expenses
     3,429,767       3,836,169       1,154,673       1,212,019  
  
 
 
   
 
 
   
 
 
   
 
 
 
Operating income
     191,136       269,582       63,116       80,348  
Interest and debt (income) expense
     (4,455     (2,079     (1,169     (1,046
  
 
 
   
 
 
   
 
 
   
 
 
 
Income before income taxes
     195,591       271,661       64,285       81,394  
Income taxes
     45,838       65,254       14,252       19,741  
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income
   $ 149,753     $ 206,407     $ 50,033       61,653  
  
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted earnings per share
   $ 4.21     $ 5.74     $ 1.41     $ 1.71  
  
 
 
   
 
 
   
 
 
   
 
 
 
Average basic and diluted shares outstanding
     35,608,000       35,958,000       35,420,000       35,951,000  
  
 
 
   
 
 
   
 
 
   
 
 
 
Dividends per common share
   $ 1.02     $ 0.93     $ 0.36     $ 0.33  
  
 
 
   
 
 
   
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
6

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
 

 
  
Thirty-Nine Weeks Ended
 
  
Thirteen Weeks Ended
 
 
  
September 28,

2024
 
 
September 30,

2023
 
  
September 28,

2024
 
 
September 30,

2023
 
Net income
   $ 149,753     $ 206,407      $ 50,033     $ 61,653  
Other comprehensive (loss) income:
         
Unrealized holding gains on
available-for-sale
investments, net of tax expense of $828,
$263, $624 and $49
     3,023       958        2,277       176  
Foreign currency translation (losses) gains
     (4,713     2,337        (1,354     (1,494
  
 
 
   
 
 
    
 
 
   
 
 
 
Other comprehensive (loss) income
     (1,690     3,295        923       (1,318
  
 
 
   
 
 
    
 
 
   
 
 
 
Comprehensive income
   $ 148,063     $ 209,702      $ 50,956     $ 60,335  
  
 
 
   
 
 
    
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
7

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 

 
  
Thirty-Nine Weeks Ended
 
 
  
September 28,

2024
 
 
September 30,

2023
 
OPERATING ACTIVITIES
    
Net income
   $ 149,753     $ 206,407  
Adjustments to reconcile net income to net cash provided by operating activities:
    
Depreciation and amortization
     44,001       44,498  
Non-cash
interest charges
     198       198  
Provisions for losses on trade and other accounts receivable
     13,058       10,509  
Gains on sales/disposals of operating property
     (1,204     (3,846
Deferred income taxes, net
     (4,359     (5,595
Stock-based compensation
     3,573       4,270  
Changes in operating assets and liabilities:
    
Decrease in trade and other accounts receivable
     27,877       145,655  
Increase in other assets
     (7,884     (13,115
Increase (decrease) in accounts payable
     727       (62,652
Decrease in other liabilities
     (2,785     (15,734
Increase (decrease) in insurance claims
     2,484       (6,810
  
 
 
   
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
     225,439       303,785  
  
 
 
   
 
 
 
INVESTING ACTIVITIES
    
Sales and maturities of investments
     81,072       93,326  
Purchases of investments
     (74,297     (86,115
Purchases of operating property
     (24,256     (15,394
Proceeds from sales of operating property
     6,265       6,631  
  
 
 
   
 
 
 
NET CASH USED BY INVESTING ACTIVITIES
     (11,216     (1,552
  
 
 
   
 
 
 
FINANCING ACTIVITIES
    
Decrease in cash overdraft
     (10,795     (44,886
Dividends paid
     (107,758     (105,302
Proceeds from exercises of stock options
           28  
Taxes paid in lieu of shares issued related to stock-based compensation plans
     (3,928     (9,186
Purchases of common stock
     (78,697     (15,433
Principal payments on finance lease obligations
     (22,872     (28,017
  
 
 
   
 
 
 
NET CASH USED BY FINANCING ACTIVITIES
     (224,050     (202,796
  
 
 
   
 
 
 
Effect of exchange rate changes on cash and cash equivalents
     (2,386     643  
  
 
 
   
 
 
 
(Decrease) increase in cash and cash equivalents
     (12,213     100,080  
Cash and cash equivalents at beginning of period
     481,043       339,581  
  
 
 
   
 
 
 
Cash and cash equivalents at end of period
   $ 468,830     $ 439,661  
  
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
8

LANDSTAR SYSTEM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Thirty-Nine and Thirteen Weeks Ended September 28, 2024 and September 30, 2023
(Dollars in thousands)
(Unaudited)

 
 
Common Stock
 
 
Additional
Paid-In
 
 
Retained
 
 
Treasury Stock at Cost
 
 
Accumulated
Other
Comprehensive
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Earnings
 
 
Shares
 
 
Amount
 
 
(Loss) Income
 
 
Total
 
Balance December 30, 2023
     68,497,324      $ 685      $ 254,642     $ 2,783,645       32,780,651      $ (2,048,184   $ (6,865   $ 983,923  
Net income
             47,096              47,096  
Dividends ($0.33 per share)
             (11,802            (11,802
Issuance of stock related to stock-based compensation plans
     50,229           (2,174       4,864        (886       (3,060
Stock-based compensation
           1,724                1,724  
Other comprehensive income
                    30       30  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance March 30, 2024
     68,547,553      $ 685      $ 254,192     $ 2,818,939       32,785,515      $ (2,049,070   $ (6,835   $ 1,017,911  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
             52,624              52,624  
Dividends ($0.33 per share)
             (11,777            (11,777
Purchases of common stock
               315,649        (56,995       (56,995
Issuance of stock related to stock-based compensation plans
     6,374        1            1,112        (201       (200
Stock-based compensation
           1,892                1,892  
Other comprehensive loss
                    (2,643     (2,643
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance June 29, 2024
     68,553,927      $ 686      $ 256,084     $ 2,859,786       33,102,276      $ (2,106,266   $ (9,478   $ 1,000,812  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
             50,033              50,033  
Dividends ($0.36 per share)
             (12,746            (12,746
Purchases of common stock
               121,270        (22,393       (22,393
Issuance of stock related to stock-based compensation plans
     5,342           (643       4,550        (25       (668
Stock-based compensation
           (43              (43
Other comprehensive income
                    923       923  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance September 28, 2024
     68,559,269      $ 686      $ 255,398     $ 2,897,073       33,228,096      $ (2,128,684   $ (8,555   $ 1,015,918  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
 
9

 
  
Common Stock
 
  
Additional

Paid-In

Capital
 
 
Retained

Earnings
 
 
Treasury Stock at Cost
 
 
Accumulated

Other

Comprehensive

(Loss) Income
 
 
Total
 
 
  
Shares
 
  
Amount
 
 
Shares
 
  
Amount
 
Balance December 31, 2022
     68,382,310      $ 684      $ 258,487     $ 2,635,960       32,455,300      $ (1,992,886   $ (15,024   $ 887,221  
Net income
             78,195              78,195  
Dividends ($0.30 per share)
             (10,806            (10,806
Purchases of common stock
               89,661        (15,433       (15,433
Issuance of stock related to stock-based compensation plans
     101,653        1        (7,201       5,891        (1,008       (8,208
Stock-based compensation
           1,852                1,852  
Other comprehensive income
                    2,831       2,831  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance April 1, 2023
     68,483,963      $ 685      $ 253,138     $ 2,703,349       32,550,852      $ (2,009,327   $ (12,193   $ 935,652  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
             66,559              66,559  
Dividends ($0.30 per share)
             (10,780            (10,780
Issuance of stock related to stock-based compensation plans
     13,361           (926              (926
Stock-based compensation
           1,274                1,274  
Other comprehensive income
                    1,782       1,782  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance July 1, 2023
     68,497,324      $ 685      $ 253,486     $ 2,759,128       32,550,852      $ (2,009,327   $ (10,411   $ 993,561  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net income
             61,653              61,653  
Dividends ($0.33 per share)
             (11,862            (11,862
Issuance of stock related to stock-based compensation plans
               128        (24       (24
Stock-based compensation
           1,144                1,144  
Other comprehensive loss
                    (1,318     (1,318
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Balance September 30, 2023
     68,497,324      $ 685      $ 254,630     $ 2,808,919       32,550,980      $ (2,009,351   $ (11,729   $ 1,043,154  
  
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
See accompanying notes to consolidated financial statements.
 
10

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 thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (dollars in thousands):
 

 
  
Thirty-Nine Weeks Ended
 
 
Thirteen Weeks Ended
 
Mode
  
September 28,

2024
 
 
September 30,

2023
 
 
September 28,

2024
 
 
September 30,

2023
 
Truck – BCO Independent Contractors
     38     38     38     39
Truck – Truck Brokerage Carriers
     52     54     52     52
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     6     5     6     5
Truck Equipment Type
        
Van equipment
   $ 1,851,237     $  2,123,693     $  603,993     $  665,569  
Unsided/platform equipment
   $  1,093,753     $ 1,150,483     $ 369,758     $ 378,147  
Less-than-truckload
   $ 77,902     $ 90,770     $ 24,195     $ 28,097  
Other truck transportation (1)
   $ 242,853     $ 379,471     $ 93,178     $ 101,951  
 
(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.
 
11

(2) Share-based Payment Arrangements
As
of September 28, 2024, 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 2022 Directors Stock Compensation Plan (the “2022 DSCP”). 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 200,000 shares of the Company’s common stock were authorized for issuance under the 2022 DSCP. The 2011 EIP and 2022 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):
 
    
Thirty-Nine Weeks Ended
    
Thirteen Weeks Ended
 
    
September 28,

2024
    
September 30,

2023
    
September 28,

2024
    
September 30,

2023
 
Total cost of the Plans during the period
   $ 3,573      $ 4,270      $  (43    $  1,144  
Amount of related income tax benefit recognized during the period
     (1,997      (3,878      (313      (286
  
 
 
    
 
 
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ 1,576      $ 392      $  (356    $ 858  
  
 
 
    
 
 
    
 
 
    
 
 
 
Included in income tax benefits recognized in the thirty-nine-week periods ended September 28, 2024 and September 30, 2023 were excess tax benefits from stock-based awards of $1,122,000 and $2,830,000, respectively.
As of September 28, 2024, there were 181,450 shares of the Company’s common stock reserved for issuance under the 2022 DSCP and 2,800,060 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
 
  
Weighted Average
Grant Date
 
 
  
RSUs
 
  
Fair Value
 
Outstanding at December 30, 2023
     132,722      $ 138.93  
Granted
     102,762      $ 138.85  
Shares earned in excess of target
(1)
     1,791      $ 51.42  
Vested shares
     (45,057    $  115.69  
Forfeited
     (29,801    $ 140.20  
  
 
 
    
Outstanding at September 28, 2024
     162,417      $ 144.13  
  
 
 
    
 
(1)
Represents additional shares earned under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.
During the thirty-nine-week period ended September 28, 2024, the Company granted RSUs with a performance condition and RSUs with a market condition, as further described below. Outstanding RSUs at both December 30, 2023 and September 28, 2024 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2023 Annual Report on Form
10-K.
RSUs with a performance condition granted on February 2, 2024 may vest on January 31 of 2027, 2028 and 2029 based on growth in operating income and
pre-tax
income per diluted share from continuing operations as compared to the results from the 2023 fiscal year.
On February 2, 2024, the Company granted 58,268 RSUs that vest based on a market condition. These RSUs may vest based on the achievement of the target Company’s total shareholder return (“TSR”) compound annual growth rate, adjusted to reflect dividends (if any) paid during such periods and capital adjustments as may be necessary, and are eligible to vest annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date. The fair value of this RSU award was determined at the time of grant based on the expected achievement of the market condition. With respect to these RSU awards, the Company reports compensation expense ratably over the service period of the award based on the number of units granted multiplied by the grant date fair value of the RSU. Previously recognized compensation cost would be reversed only if the employee did not complete the requisite service period due to termination of employment.
 
12

The Company recognized approximately $408,000 and $1,503,000 of share-based compensation expense related to RSU awards in the thirty-nine-week periods ended September 28, 2024 and September 30, 2023, respectively. As of September 28, 2024, there was a maximum of $40.7 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.6 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.
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 30, 2023
     46,348      $ 158.38  
Granted
     31,525      $ 187.08  
Vested
     (25,647    $ 151.16  
Forfeited
     (4,707    $ 169.92  
  
 
 
    
Non-vested
at September 28, 2024
     47,519      $ 180.17  
  
 
 
    
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, in two equal annual installments on the first and second anniversary of the date of the grant or 100% on the first, third or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2022 DSCP, 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 the recipient’s 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 September 28, 2024, there was $5,754,000 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 1.8 years.
Stock Options
The Company had no issued and outstanding vested or unvested stock options or unrecognized compensation costs related to
non-vested
stock options granted under the Plans as of December 30, 2023 or September 28, 2024. The total intrinsic value of stock options exercised during the thirty-nine-week period ended September 30, 2023 was $218,000
.
(3) Income Taxes
The
provisions for income taxes for the 2024 and 2023 thirty-nine-week periods were based on estimated annual effective income tax rates of 24.3% and 24.4%, respectively, adjusted for discrete events, such as benefits resulting from stock-based awards. The effective income tax rate for the 2024 thirty-nine-week period was 23.4%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2024 period primarily attributable to state taxes, partially offset by federal tax credits. The effective income tax rate for the 2023 thirty-nine-week period was 24.0%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2023 period primarily attributable to state taxes.
 
13

(4) Earnings Per Share
Basic
earnings per common share are based on the weighted average number of shares outstanding, which includes outstanding
non-vested
restricted stock and outstanding Deferred Stock Units. Diluted earnings per share are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options. For each of the thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023, the weighted-average number of common shares outstanding is the same for purposes of the calculations of both basic and diluted earnings per share. During and as of the thirty-nine-week period ended September 28, 2024, there were no outstanding stock options issued by the Company. For the thirty-nine-week period ended September 30, 2023, the impact on earnings per share of future compensation expense related to outstanding, unvested time-based awards was greater than the incremental impact of outstanding dilutive stock options, and would therefore have an anti-dilutive effect on earnings per share if included in the calculation of earnings per share. Accordingly, the Company had no reconciling items between the average number of common shares outstanding used to calculate basic earnings per common share and the average number of common shares and common share equivalents outstanding used to calculate diluted earnings per share during each of the 2024 and 2023 thirty-nine-week and thirteen-week periods.
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
2024
thirty-
nine
-week period, Landstar paid income taxes and interest of $
45,638,000
and $
2,641,000
, respectively. During the
2023
thirty-
nine
-week period, Landstar paid income taxes and interest of $
68,136,000
and $
2,814,000
, respectively. Landstar acquired operating property by entering into finance leases in the amount of $
24,238,000
in the
2024
thirty-
nine
-week period. Landstar acquired $
6,690,000
of operating property for which the Company accrued a corresponding liability in accounts payable of $
1,201,000
and in other noncurrent liabilities of $
5,489,000
as of September 
28
,
2024
. Landstar did not acquire any operating property by entering into finance leases in the
2023
thirty-
nine
-week period. During the
2024
thirty-
nine
-week period, the Company purchased its common stock at a total cost of $
79,388,000
, including $
78,697,000
in cash purchases and accrued excise tax of $
691,000
, which is included in other current liabilities in the consolidated balance sheet at September 
28
,
2024
.
(6) Segment Information
The
following
table summarizes information about the Company’s reportable business
segments
as of and for the thirty-
nine
-week and
thirteen
-week periods ended September 
28
,
2024
and September 
30
,
2023
(in thousands):

 
  
Thirty-Nine Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $  3,561,941      $  47,974      $ 3,609,915      $  4,043,824      $  55,053      $ 4,098,877  
Internal revenue
        65,411        65,411           64,138        64,138  
Investment income
        10,988        10,988           6,874        6,874  
Operating income
     141,070        50,066        191,136        222,827        46,755        269,582  
Expenditures on long-lived assets
     24,256           24,256        15,394           15,394  
Goodwill
     41,122           41,122        41,934           41,934  
 
 
  
Thirteen Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $ 1,198,334      $ 15,533      $ 1,213,867      $ 1,271,385      $ 17,960      $ 1,289,345  
Internal revenue
        12,065        12,065           11,960        11,960  
Investment income
        3,922        3,922           3,022        3,022  
Operating income
     47,618        15,498        63,116        63,974        16,374        80,348  
Expenditures on long-lived assets
     7,478           7,478        2,763           2,763  
In the thirty-nine-week periods ended September 28, 2024 and September 30, 2023, no single customer accounted for more than 10% of the Company’s consolidated revenue.
 
14

(7) Other Comprehensive Income
The
following table presents the
components
of and changes in accumulated other comprehensive (loss) income, net of related income taxes, as of and for the thirty-nine-week period ended September 28, 2024 (in thousands):
 
    
Unrealized
Holding (Losses)
Gains on
Available-for-Sale

Securities
    
Foreign Currency
Translation
    
Total
 
Balance as of December 30, 2023
   $  (5,010    $  (1,855    $ (6,865
Other comprehensive income (loss)
     3,023        (4,713      (1,690
  
 
 
    
 
 
    
 
 
 
Balance as of September 28, 2024
   $  (1,987    $  (6,568    $ (8,555
  
 
 
    
 
 
    
 
 
 
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 thirty-nine-week period ended September 28, 2024.
(8) Investments
Investments
include primarily investment-grade corporate bonds, asset-backed securities and commercial paper 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 statements of income, while unrealized losses considered to be a result of
non-credit-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 money market investments and Level 2 inputs related to investment-grade corporate bonds, asset-backed securities, commercial paper and direct obligations of government agencies. Unrealized losses, net of unrealized gains, on the investments in the bond portfolio
were $2,531,000 and $6,382,000 at September 28, 2024 and December 30, 2023, respectively.
 
15

The amortized cost and fair values of
available-for-sale
investments are as follows at September 28, 2024 and December 30, 2023 (in thousands):
 

 
  
Amortized
Cost
 
  
Gross
Unrealized
Gains
 
  
Gross
Unrealized
Losses
 
  
Fair Value
 
September 28, 2024
           
Money market investments
   $ 14,998      $      $      $ 14,998  
Asset-backed securities
     17,535        21        1,563        15,993  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,857        998        1,987        117,868  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 151,390      $  1,019      $  3,550      $ 148,859  
  
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
           
Money market investments
   $ 16,832      $      $      $ 16,832  
Asset-backed securities
     16,543               2,236        14,307  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,481        279        4,384        114,376  
U.S. Treasury obligations
     6,287        2        43        6,246  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 158,143      $ 281      $ 6,663      $ 151,761  
  
 
 
    
 
 
    
 
 
    
 
 
 
For those
available-for-sale
investments with unrealized losses at September 28, 2024 and December 30, 2023, 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
 
September 28, 2024
  
  
  
  
  
  
Asset-backed securities
   $      $        $ 13,107      $  1,563      $ 13,107      $  1,563  
Corporate bonds, commercial paper, and direct obligations of government agencies
                   65,324        1,987        65,324        1,987  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $      $      $ 78,431      $ 3,550      $ 78,431      $ 3,550  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
                 
Asset-backed securities
   $      $      $ 14,307      $ 2,236      $ 14,307      $ 2,236  
Corporate bonds, commercial paper, and direct obligations of government agencies
     3,506        42        86,841        4,342        90,347        4,384  
U.S. Treasury obligations
                   2,305        43        2,305        43  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 3,506      $ 42      $ 103,453      $ 6,621      $ 106,959      $ 6,663  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
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.
 
16

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.
The components of lease cost for finance leases and operating leases for the thirty-nine weeks ended September 28, 2024 were (in thousands):
 

Finance leases:
  
Amortization of
right-of-use
assets
   $ 12,901  
Interest on lease liability
     1,863  
  
 
 
 
Total finance lease cost
     14,764  
Operating leases:
  
Lease cost
     2,883  
Variable lease cost
      
Sublease income
     (4,273
  
 
 
 
Total net operating lease income
     (1,390
  
 
 
 
Total net lease cost
   $ 13,374  
  
 
 
 
 
17

A summary of the lease classification on the Company’s consolidated balance sheet as of September 28, 2024 is as follows (in thousands):
Assets:
 

Operating lease
right-of-use
assets
 
Other assets
   $ 1,074  
Finance lease assets
 
Operating property, less accumulated
depreciation and amortization
     108,185  
    
 
 
 
Total lease assets
     $ 109,259  
    
 
 
 
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 September 28, 2024 (in thousands):

 
  
Finance

Leases
 
  
Operating

Leases
 
2024 Remainder
   $ 8,069      $ 191  
2025
     28,968        533  
2026
     21,074        213  
2027
     10,686        175  
2028
     6,584        49  
Thereafter
     2,963         
  
 
 
    
 
 
 
Total future minimum lease payments
     78,344        1,161  
Less amount representing interest (1.6% to 6.5%)
     5,838        87  
  
 
 
    
 
 
 
Present value of minimum lease payments
   $ 72,506      $ 1,074  
  
 
 
    
 
 
 
 
               
               
Current maturities of long-term debt
     27,672     
Long-term debt, excluding current maturities
     44,834     
Other current liabilities
        618  
Deferred income taxes and other noncurrent liabilities
        456  
The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of September 28, 2024 were:
 

 
  
Finance Leases
 
 
Operating Leases
 
Weighted average remaining lease term (years)
     3.2       2.4  
Weighted average discount rate
     4.2     6.5
(10) Debt
Other
than the finance lease obligations as presented on the consolidated balance sheets, the Company had no outstanding debt as of September 28, 2024 and December 30, 2023.
On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000. As of September 28, 2024, the Company had no borrowings outstanding under the Credit Agreement.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and 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 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been
delivered
.
 
18

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 described 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 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 $62,451,000 in current maturities of investments held by the Company’s insurance segment at September 28, 2024. The
non-current
portion of the bond portfolio of $86,408,000 is included in other assets. The short-term investments, together with $18,790,000 of
non-current
investments, provide collateral for the $73,117,000 of letters of credit issued to guarantee payment of insurance claims. As of September 28, 2024, Landstar also had $35,250,000 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.
(12) Change in Accounting Estimate for Self-Insured Claims
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 within its various programs.
The following table summarizes the adverse effect of the increase in the cost of insurance claims resulting from unfavorable development of prior year self-insured claims estimates on operating income, net income and basic and diluted earnings per share set forth in the consolidated statements of income for the thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (in thousands, except per share
amounts):
 
 
  
Thirty-Nine Weeks Ended
 
  
Thirteen Weeks Ended
 
 
  
September 28,

2024
 
  
September 30,

2023
 
  
September 28,

2024
 
  
September 30,

2023
 
Operating income
   $  6,666      $  5,154      $  4,550      $  2,323  
Net income
   $ 5,046      $ 3,896      $ 3,444      $ 1,756  
Basic and diluted earnings per share
   $ 0.14      $ 0.11      $ 0.10      $ 0.05  
 
19

(13)     Recent Accounting Pronouncements
Accounting Standards Issued But Not Yet Adopted
In November 2023, the FASB issued ASU
2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(“ASU
2023-07”),
which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU
2023-07
is effective for annual periods beginning after December 15, 2023. The Company expects ASU
2023-07
to impact only its disclosures with no impacts to its financial condition, results of operations or cash flows.
In December 2023, the FASB issued ASU
2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU
2023-09”),
which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU
2023-09
is effective for annual periods beginning after December 15, 2024. ASU
2023-09
is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
 
 
20


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 30, 2023 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2023 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: 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; 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 2023 fiscal year; decreased demand for transportation services; U.S. trade relationships; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; regulations requiring the purchase and use of zero-emission vehicles; intellectual property; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K for the 2023 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 technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third party capacity providers and employees. 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 approximately 1,100 independent commission sales agents and over 78,000 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.

 

21


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 $5.3 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., Landstar Metro, S.A.P.I. de C.V., and Landstar Blue, LLC. Transportation services offered by the Company include truckload, less-than-truckload 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 thirty-nine weeks ended September 28, 2024, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 38%, 52% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 6% of the Company’s consolidated revenue in the thirty-nine-week period ended September 28, 2024.

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 thirty-nine-week period ended September 28, 2024.

Changes in Financial Condition and Results of Operations

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 2023 fiscal year, 524 independent commission sales agents generated $1 million or more of Landstar revenue and thus qualified as Million Dollar Agents. During the 2023 fiscal year, the average revenue generated by a Million Dollar Agent was $9,645,000 and revenue generated by Million Dollar Agents in the aggregate represented 95% of consolidated revenue.

 

22


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:

 

     Thirty-Nine Weeks Ended     Thirteen Weeks Ended  
     September 28,
2024
    September 30,
2023
    September 28,
2024
    September 30,
2023
 

Revenue generated through (in thousands):

        

Truck transportation

        

Truckload:

        

Van equipment

   $ 1,851,237     $ 2,123,693     $ 603,993     $ 665,569  

Unsided/platform equipment

     1,093,753       1,150,483       369,758       378,147  

Less-than-truckload

     77,902       90,770       24,195       28,097  

Other truck transportation (1)

     242,853       379,471       93,178       101,951  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total truck transportation

     3,265,745       3,744,417       1,091,124       1,173,764  

Rail intermodal

     65,981       73,953       20,979       23,064  

Ocean and air cargo carriers

     201,729       202,358       76,349       65,824  

Other (2)

     76,460       78,149       25,415       26,693  
  

 

 

   

 

 

   

 

 

   

 

 

 
     $ 3,609,915     $ 4,098,877     $ 1,213,867     $ 1,289,345  
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenue on loads hauled via BCO Independent Contractors included in total truck transportation

   $ 1,374,915     $ 1,543,634     $ 456,844     $ 508,753  

Number of loads:

        

Truck transportation

        

Truckload:

        

Van equipment

     887,895       966,867       287,922       311,831  

Unsided/platform equipment

     362,627       389,471       118,220       126,286  

Less-than-truckload

     119,346       134,580       36,496       41,514  

Other truck transportation (1)

     114,552       157,112       43,112       46,739  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total truck transportation

     1,484,420       1,648,030       485,750       526,370  

Rail intermodal

     21,420       22,150       7,040       6,760  

Ocean and air cargo carriers

     26,120       25,380       8,880       8,630  
  

 

 

   

 

 

   

 

 

   

 

 

 
     1,531,960       1,695,560       501,670       541,760  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loads hauled via BCO Independent Contractors included in total truck transportation

     620,640       689,260       198,340       225,350  

Revenue per load:

        

Truck transportation

        

Truckload:

        

Van equipment

   $ 2,085     $ 2,196     $ 2,098     $ 2,134  

Unsided/platform equipment

     3,016       2,954       3,128       2,994  

Less-than-truckload

     653       674       663       677  

Other truck transportation (1)

     2,120       2,415       2,161       2,181  

Total truck transportation

     2,200       2,272       2,246       2,230  

Rail intermodal

     3,080       3,339       2,980       3,412  

Ocean and air cargo carriers

     7,723       7,973       8,598       7,627  

Revenue per load on loads hauled via BCO Independent Contractors

   $ 2,215     $ 2,240     $ 2,303     $ 2,258  

Revenue by capacity type (as a % of total revenue):

        

Truck capacity providers:

        

BCO Independent Contractors

     38     38     38     39

Truck Brokerage Carriers

     52     54     52     52

Rail intermodal

     2     2     2     2

Ocean and air cargo carriers

     6     5     6     5

Other

     2     2     2     2

 

23


(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.

(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:

 

     September 28,
2024
     September 30,
2023
 

BCO Independent Contractors

     8,266        9,455  

Truck Brokerage Carriers:

     

Approved and active (1)

     44,828        51,717  

Other approved

     25,714        27,925  
  

 

 

    

 

 

 
     70,542        79,642  
  

 

 

    

 

 

 

Total available truck capacity providers

     78,808        89,097  
  

 

 

    

 

 

 

Trucks provided by BCO Independent Contractors

     9,027        10,253  

(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 and ocean cargo carriers 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. 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.

 

24


Other operating costs, net of gains on asset sales/dispositions

Maintenance costs for Company-provided trailing equipment, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and recruiting and qualification costs for BCO Independent Contractors are the largest components of other operating costs. Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.

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.

Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-six-month term ending April 30, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-six-month term ending April 30, 2026.

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. Over the past decade, 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. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending April 30, 2025, the Company experienced an increase of approximately $22 million, or over 400%, 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 from year to year manages 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 single hypothetical claim in the amount of $65 million incurred during the annual policy year ending April 30, 2025, the Company would have an aggregate financial exposure of approximately $30 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 $2,000,000 for each general liability claim, $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.

 

25


Selling, general and administrative

During the thirty-nine-week period ended September 28, 2024, employee compensation and benefits accounted for approximately 64% 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, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents 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 the Company’s 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.

 

26


The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:

 

     Thirty-Nine Weeks Ended     Thirteen Weeks Ended  
     September 28,
2024
    September 30,
2023
    September 28,
2024
    September 30,
2023
 

Revenue

   $ 3,609,915     $ 4,098,877     $ 1,213,867     $ 1,289,345  

Costs of revenue:

        

Purchased transportation

     2,799,384       3,141,234       943,805       986,743  

Commissions to agents

     295,801       363,397       98,703       115,244  
  

 

 

   

 

 

   

 

 

   

 

 

 

Variable costs of revenue

     3,095,185       3,504,631       1,042,508       1,101,987  

Trailing equipment depreciation

     20,764       24,240       6,930       7,721  

Information technology costs

     18,115       19,791       6,129       6,298  

Insurance-related costs (1)

     85,122       88,484       30,463       30,102  

Other operating costs

     44,138       40,998       15,144       15,158  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other costs of revenue

     168,139       173,513       58,666       59,279  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs of revenue

     3,263,324       3,678,144       1,101,174       1,161,266  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

   $ 346,591     $ 420,733     $ 112,693     $ 128,079  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit margin

     9.6     10.3     9.3     9.9

Plus: other costs of revenue

     168,139       173,513       58,666       59,279  
  

 

 

   

 

 

   

 

 

   

 

 

 

Variable contribution

   $ 514,730     $ 594,246     $ 171,359     $ 187,358  
  

 

 

   

 

 

   

 

 

   

 

 

 

Variable contribution margin

     14.3     14.5     14.1     14.5

 

(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 43% of the Company’s consolidated revenue in the thirty-nine-week period ended September 28, 2024 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 57% 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 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.

 

27


     Thirty-Nine Weeks Ended     Thirteen Weeks Ended  
     September 28,
2024
    September 30,
2023
    September 28,
2024
    September 30,
2023
 

Gross profit

   $ 346,591     $ 420,733     $ 112,693     $ 128,079  

Operating income

   $ 191,136     $ 269,582     $ 63,116     $ 80,348  

Operating income as % of gross profit

     55.1     64.1     56.0     62.7

Variable contribution

   $ 514,730     $ 594,246     $ 171,359     $ 187,358  

Operating income

   $ 191,136     $ 269,582     $ 63,116     $ 80,348  

Operating income as % of variable contribution

     37.1     45.4     36.8     42.9

The decrease in operating income as a percentage of gross profit from the 2023 thirty-nine-week period to the 2024 thirty-nine-week period and from the 2023 thirteen-week period to the 2024 thirteen-week period resulted from the decrease of operating income at a more rapid percentage rate than the decrease in gross profit, primarily due to the impact of the Company’s fixed cost infrastructure, principally certain components of selling, general and administrative costs, in comparison to a smaller gross profit base.

The decrease in operating income as a percentage of variable contribution from the 2023 thirty-nine-week period to the 2024 thirty-nine-week period and from the 2023 thirteen-week period to the 2024 thirteen-week period resulted from the decrease of operating income at a more rapid percentage rate than the decrease in variable contribution, primarily due to the impact of the Company’s fixed cost infrastructure, principally certain components of selling, general and administrative costs, in comparison to a smaller 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.

THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2024 COMPARED TO THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 2023

Revenue for the 2024 thirty-nine-week period was $3,609,915,000, a decrease of $488,962,000, or 12%, compared to the 2023 thirty-nine-week period. Transportation revenue decreased $481,883,000, or 12%. The decrease in transportation revenue was attributable to a decreased number of loads hauled of approximately 10% and decreased revenue per load of approximately 3% compared to the 2023 thirty-nine-week period. Reinsurance premiums were $47,974,000 and $55,053,000 for the 2024 and 2023 thirty-nine-week periods, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period.

 

28


Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2024 thirty-nine-week period was $3,265,745,000, representing 90% of total revenue, a decrease of $478,672,000, or 13%, compared to the 2023 thirty-nine-week period. The number of loads hauled by third party truck capacity providers decreased approximately 10% compared to the 2023 thirty-nine-week period, and revenue per load on loads hauled by third party truck capacity providers decreased approximately 3% in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period.

The decrease in the number of loads hauled via truck compared to the 2023 thirty-nine-week period was primarily due to a broad-based decrease in demand for the Company’s truck transportation services. Loads hauled via other truck transportation services decreased 27%, less-than-truckload loadings decreased 11%, loads hauled via van equipment decreased 8% and loads hauled via unsided/platform equipment decreased 7% as compared to the 2023 thirty-nine-week period.

The decrease in revenue per load on loads hauled via truck was primarily due to a softer freight demand environment experienced during the 2024 thirty-nine-week period. Revenue per load on loads hauled via other truck transportation services decreased 12%, on loads hauled via van equipment decreased 5% and on less-than-truckload loadings decreased 3%, while revenue per load on loads hauled via unsided/platform equipment increased 2% as compared to the 2023 thirty-nine-week period. The increase in revenue per load on loads hauled via unsided/platform equipment of 2% was favorably impacted by an increase in the percentage of revenue contributed by heavy/specialized equipment, which typically has a higher revenue per load.

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 $89,862,000 and $112,879,000 in the 2024 and 2023 thirty-nine-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 2024 thirty-nine-week period was $267,710,000, or 7% of total revenue, a decrease of $8,601,000, or 3%, compared to the 2023 thirty-nine-week period. Revenue per load on revenue generated by multimode capacity providers decreased approximately 3% in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period, while the number of loads hauled by multimode capacity providers was approximately equal to the 2023 thirty-nine-week period. Revenue per load on loads hauled via air and rail intermodal decreased 58% and 8% respectively, while revenue per load on loads hauled via ocean increased 11%, during the 2024 thirty-nine-week period as compared to the 2023 thirty-nine-week period. The decrease in revenue per load on loads hauled by air cargo carriers was primarily attributable to the impact of high value air loadings at one specific customer during the 2023 thirty-nine-week period. The decrease in revenue per load on loads hauled by rail intermodal and the increase in revenue per load on loads hauled via ocean were both broad-based across many customers. 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.

Purchased transportation was 77.5% and 76.6% of revenue in the 2024 and 2023 thirty-nine-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased rate of purchased transportation on revenue generated by Truck Brokerage Carriers, partially offset by an increased percentage of revenue generated by BCO Independent Contractors, which typically has a lower rate of purchased transportation than Truck Brokerage Carriers. Commissions to agents were 8.2% and 8.9% of revenue in the 2024 and 2023 thirty-nine-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.

Investment income was $10,988,000 and $6,874,000 in the 2024 and 2023 thirty-nine-week periods, respectively. The increase in investment income was attributable to higher average rates of return on investments in the 2024 thirty-nine-week period and a higher average investment balance held by the insurance segment during the 2024 thirty-nine-week period.

Other operating costs increased $3,140,000 in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period. The increase in other operating costs compared to the prior year was primarily due to decreased gains on sales of operating property and an increased provision for contractor bad debt.

Insurance and claims costs decreased $3,141,000 in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period. The decrease in insurance and claims expense compared to the prior year was primarily due to decreased BCO miles traveled and decreased frequency of trucking accidents during the 2024 thirty-nine-week period, partially offset by increased net unfavorable development of prior years’ claims in the 2024 thirty-nine-week period. During the 2024 and 2023 thirty-nine-week periods, insurance and claims costs included $6,666,000 and $5,154,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

 

29


Selling, general and administrative costs increased $3,542,000 in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to increased employee benefit costs, primarily attributable to increased medical and pharmacy costs under the self-insured portion of the Company’s medical plan, the impact of Chief Executive Officer (“CEO”) transition costs and an increased provision for incentive compensation, partially offset by decreased project consulting fees. Included in selling, general and administrative costs was incentive compensation expense of $2,184,000 and $483,000 for the 2024 and 2023 thirty-nine-week periods, respectively.

Depreciation and amortization decreased $497,000 in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period. The decrease in depreciation and amortization expense was primarily due to decreased trailing equipment depreciation, partially offset by increased depreciation on new and updated digital tools deployed for use by the Company’s network of agents, capacity providers and employees.

Net interest and debt income increased $2,376,000 in the 2024 thirty-nine-week period compared to the 2023 thirty-nine-week period. The increase in interest and debt income was primarily attributable to increased interest income earned on cash balances held by the transportation logistics segment and decreased interest expense related to finance lease obligations.

The provisions for income taxes for the 2024 and 2023 thirty-nine-week periods were based on estimated annual effective income tax rates of 24.3% and 24.4%, respectively, adjusted for discrete events, such as benefits resulting from stock-based awards. The effective income tax rate for the 2024 thirty-nine-week period was 23.4%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2024 period primarily attributable to state taxes, partially offset by federal tax credits. The effective income tax rate for the 2023 thirty-nine-week period was 24.0%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2023 period primarily attributable to state taxes.

Net income was $149,753,000, or $4.21 per basic and diluted share, in the 2024 thirty-nine-week period. Net income was $206,407,000, or $5.74 per basic and diluted share, in the 2023 thirty-nine-week period.

THIRTEEN WEEKS ENDED SEPTEMBER 28, 2024 COMPARED TO THIRTEEN WEEKS ENDED SEPTEMBER 30, 2023

Revenue for the 2024 thirteen-week period was $1,213,867,000, a decrease of $75,478,000, or 6%, compared to the 2023 thirteen-week period. Transportation revenue decreased $73,051,000, or 6%. The decrease in transportation revenue was attributable to a decreased number of loads hauled of approximately 7%, partially offset by an increased revenue per load of approximately 2% compared to the 2023 thirteen-week period. Reinsurance premiums were $15,533,000 and $17,960,000 for the 2024 and 2023 thirteen-week periods, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2024 thirteen-week period compared to the 2023 thirteen-week period.

Truck transportation revenue generated by third party truck capacity providers for the 2024 thirteen-week period was $1,091,124,000, representing 90% of total revenue, a decrease of $82,640,000, or 7%, compared to the 2023 thirteen-week period. The number of loads hauled by third party truck capacity providers decreased approximately 8% compared to the 2023 thirteen-week period, while revenue per load on loads hauled by third party truck capacity providers increased approximately 1% in the 2024 thirteen-week period compared to the 2023 thirteen-week period.

The decrease in the number of loads hauled via truck compared to the 2023 thirteen-week period was primarily due to a broad-based decrease in demand for the Company’s truck transportation services. Less-than-truckload loadings decreased 12%, loads hauled via other truck transportation services decreased 8%, loads hauled via van equipment decreased 8% and loads hauled via unsided/platform equipment decreased 6% as compared to the 2023 thirteen-week period.

The increase in revenue per load on loads hauled via truck was primarily due to an increased average length of haul on truckload shipments during the 2024 thirteen-week period. Revenue per load on loads hauled via unsided/platform equipment increased 4%, while revenue per load on less-than-truckload loadings decreased 2%, on loads hauled via van equipment decreased 2% and on loads hauled via other truck transportation services decreased 1% as compared to the 2023 thirteen-week period.

 

30


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 $29,560,000 and $33,584,000 in the 2024 and 2023 thirteen-week periods, respectively.

Transportation revenue generated by multimode capacity providers for the 2024 thirteen-week period was $97,328,000, or 8% of total revenue, an increase of $8,440,000, or 9%, compared to the 2023 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers increased approximately 6% in the 2024 thirteen-week period compared to the 2023 thirteen-week period, and the number of loads hauled by multimode capacity providers increased approximately 3% over the same period. Revenue per load on loads hauled via ocean increased 28%, while revenue per load on loads hauled via air and rail intermodal decreased 52% and 13%, respectively, during the 2024 thirteen-week period as compared to the 2023 thirteen-week period. The increase in revenue per load on loads hauled via ocean was broad-based across many customers and reflected the impact of various geopolitical events on ocean shipping rates, generally. The decrease in revenue per load on loads hauled by air cargo carriers was primarily attributable to the impact of high value air loadings at one specific customer during the 2023 thirteen-week period. The decrease in revenue per load on loads hauled by rail intermodal was broad-based. 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 increases in air, rail intermodal and ocean loadings of 10%, 4% and 1%, respectively. The 10% increase in air loadings was primarily attributable to increased loadings at one specific agency. The 4% increase in rail intermodal loadings was primarily attributable to increased loadings at three specific agencies. The 1% increase in ocean loadings was primarily attributable to increased loadings at one specific customer.

Purchased transportation was 77.8% and 76.5% of revenue in the 2024 and 2023 thirteen-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to (i) an increased rate of purchased transportation on revenue generated by Truck Brokerage Carriers and (ii) an increased percentage of revenue generated by Truck Brokerage Carriers and multimode capacity providers, which typically have a higher rate of purchased transportation than that of BCO Independent Contractors. Commissions to agents were 8.1% and 8.9% of revenue in the 2024 and 2023 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.

Investment income was $3,922,000 and $3,022,000 in the 2024 and 2023 thirteen-week periods, respectively. The increase in investment income was attributable to higher average rates of return on investments in the 2024 thirteen-week period and a higher average investment balance held by the insurance segment during the 2024 thirteen-week period.

Other operating costs decreased $14,000 in the 2024 thirteen-week period compared to the 2023 thirteen-week period. The decrease in other operating costs compared to the prior year was primarily due to decreased trailing equipment maintenance costs, almost entirely offset by an increased provision for contractor bad debt and decreased gains on sales of operating property.

Insurance and claims costs increased $858,000 in the 2024 thirteen-week period compared to the 2023 thirteen-week period. The increase in insurance and claims expense compared to the prior year was primarily due to increased net unfavorable development of prior years’ claims in the 2024 thirteen-week period, partially offset by decreased BCO miles traveled and decreased frequency of current year trucking claims during the 2024 thirteen-week period. During the 2024 and 2023 thirteen-week periods, insurance and claims costs included $4,550,000 and $2,323,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

Selling, general and administrative costs increased $277,000 in the 2024 thirteen-week period compared to the 2023 thirteen-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to increased employee benefit costs, primarily attributable to increased medical and pharmacy costs under the self-insured portion of the Company’s medical plan, and an increased provision for incentive compensation, partially offset by decreased stock-based compensation expense and decreased project consulting fees. Included in selling, general and administrative costs was incentive compensation expense of $729,000 and $160,000 for the 2024 and 2023 thirteen-week periods, respectively, and stock-based compensation (benefit) expense of ($43,000) and $1,144,000 for the 2024 and 2023 thirteen-week periods, respectively.

Depreciation and amortization increased $1,012,000 in the 2024 thirteen-week period compared to the 2023 thirteen-week period. The increase in depreciation and amortization expense was primarily due to increased depreciation on new and updated digital tools deployed for use by the Company’s network of agents, capacity providers and employees, partially offset by decreased trailing equipment depreciation.

 

31


Net interest and debt income increased $123,000 in the 2024 thirteen-week period compared to the 2023 thirteen-week period. The increase in interest and debt income was primarily attributable to increased interest income earned on cash balances held by the transportation logistics segment, partially offset by increased interest expense related to finance lease obligations.

The provisions for income taxes for the 2024 and 2023 thirteen-week periods were based on estimated annual effective income tax rates of 24.3% and 24.4%, respectively, adjusted for discrete events, such as benefits resulting from stock-based awards. The effective income tax rate for the 2024 thirteen-week period was 22.2%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2024 period primarily attributable to state taxes, partially offset by federal tax credits. The effective income tax rate for the 2023 thirteen-week period was 24.3%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2023 period primarily attributable to state taxes.

Net income was $50,033,000, or $1.41 per basic and diluted share, in the 2024 thirteen-week period. Net income was $61,653,000, or $1.71 per basic and diluted share, in the 2023 thirteen-week period.

CAPITAL RESOURCES AND LIQUIDITY

Working capital and the ratio of current assets to current liabilities were $718,742,000 and 2.2 to 1, respectively, at September 28, 2024, compared with $677,517,000 and 2.0 to 1, respectively, at December 30, 2023. 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 $225,439,000 in the 2024 thirty-nine-week period compared with $303,785,000 in the 2023 thirty-nine-week period. The decrease in cash flow provided by operating activities was primarily attributable to decreased net income and decreased favorable net working capital impacts in connection with decreased net receivables, defined as accounts receivable less accounts payable.

The Company declared and paid $1.02 per share, or $36,325,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 28, 2024 and, during such period, also paid $71,433,000 of dividends payable which were declared in December 2023 and included in current liabilities in the consolidated balance sheet at December 30, 2023. The Company declared and paid $0.93 per share, or $33,448,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 30, 2023 and, during such period, also paid $71,854,000 of dividends payable which were declared in December 2022 and included in current liabilities in the consolidated balance sheet at December 31, 2022. During the thirty-nine-week period ended September 28, 2024, the Company purchased 436,919 shares of its common stock at a total cost of $79,388,000, including $78,697,000 in cash purchases and accrued excise tax of $691,000, which is included in other current liabilities in the consolidated balance sheet at September 28, 2024. During the thirty-nine-week period ended September 30, 2023, the Company purchased 89,661 shares of its common stock at a total cost of $15,433,000. As of September 28, 2024, the Company may purchase in the aggregate up to 2,563,081 shares of its common stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $72,506,000 at September 28, 2024, $1,366,000 higher than at December 30, 2023.

Shareholders’ equity was $1,015,918,000, or 93% of total capitalization (defined as long-term debt including current maturities plus equity), at September 28, 2024, compared to $983,923,000, or 93% of total capitalization, at December 30, 2023. The increase in shareholders’ equity was primarily the result of net income, partially offset by purchases of shares of the Company’s common stock and dividends declared by the Company in the 2024 thirty-nine-week period.

On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.

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 described 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 the Company 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.

 

32


At September 28, 2024, the Company had no borrowings outstanding and $35,250,000 of letters of credit outstanding under the Credit Agreement. At September 28, 2024, there was $264,750,000 available for future borrowings under the Credit Agreement and access to an additional $300,000,000 under the Credit Agreement’s “accordion” feature. In addition, the Company has $73,117,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments totaling $81,241,000 at September 28, 2024. Investments, all of which are carried at fair value, include primarily investment-grade bonds, asset-backed securities and commercial paper 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 available to the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements. During the 2024 thirty-nine-week period, the Company purchased $24,256,000 of operating property and acquired $24,238,000 of trailing equipment by entering into finance leases. In addition, during the 2024 thirty-nine-week period, Landstar acquired $6,690,000 of operating property for which the Company accrued a corresponding liability of $1,201,000 in accounts payable and $5,489,000 in other noncurrent liabilities as of September 28, 2024. Landstar anticipates acquiring either by purchase or lease financing during the remainder of fiscal year 2024 approximately $39,000,000 in operating property, consisting primarily of new trailing equipment to replace older trailing equipment and information technology hardware and software.

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.

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, the Company believes that adequate provisions have been made for probable and reasonably estimable 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 the Company. 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 within its various programs. During the 2024 and 2023 thirty-nine-week periods, insurance and claims costs included $6,666,000 and $5,154,000 of net unfavorable 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 September 28, 2024, primarily due to the inherent difficulty in estimating the severity of commercial trucking claims and the potential judgment or settlement amount that may be incurred in connection with the resolution of such claims.

Significant variances from the Company’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.

 

33


SEASONALITY

Landstar’s operations are subject to seasonal trends common to the trucking industry. Historically, truckload shipments for the quarter ending in March are typically lower than for the quarters ending June, September and December. The COVID-19 global pandemic and related supply chain issues significantly disrupted these typical seasonal patterns. In particular, the Company’s 2022 and 2023 fiscal year results did not reflect normal seasonal patterns. No assurances can be given regarding the extent to which or when trends common to the trucking industry and Landstar’s operations, in particular, will return to more typical, pre-pandemic, seasonal patterns.

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 July 1, 2022, Landstar entered into the Second Amended and Restated Credit Agreement (as further amended as of June 21, 2024, the “Credit Agreement”) with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.

The revolving credit loans under the Credit Agreement as of September 28, 2024, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and 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 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. During the third quarter of 2024 and as of September 28, 2024 and December 30, 2023, 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 $86,408,000, the balance at September 28, 2024, 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 primarily 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.

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 September 28, 2024 were collectively, as translated to U.S. dollars, less than 3% of total consolidated assets. Accordingly, translation gains or losses of approximately 30% 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 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 September 28, 2024 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.

 

34


There were no changes in the Company’s internal control over financial reporting during the third quarter of 2024, 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 30, 2023, 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.

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 30, 2023 as filed with the SEC.

 

35


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 June 30, 2024 to September 28, 2024, the Company’s third fiscal quarter:
 
Fiscal Period
   Total Number of
Shares Purchased
     Average Price
Paid Per Share 
(1)
     Total Number of
Shares Purchased as
Part of Publicly
Announced Programs
     Maximum Number of
Shares That May Yet
Be Purchased Under
the Programs
 
June 29, 2024
              2,684,351  
June 30, 2024 – July 27, 2024
     —       $ —         —         2,684,351  
July 28, 2024 – August 24, 2024
     32,066        186.69        32,066        2,652,285  
August 25, 2024 – September 28, 2024
     89,204        181.56        89,204        2,563,081  
  
 
 
    
 
 
    
 
 
    
Total
     121,270      $ 182.91        121,270     
  
 
 
    
 
 
    
 
 
    
 
(1)
The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable.
On December 7, 2021, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,912,824 shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. On December 6, 2022, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,900,826 additional shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. On December 4, 2023, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 319,332 additional shares of its common stock from time to time in the open market and in privately negotiated transactions under its share purchase program. As of September 28, 2024, the Company had authorization to purchase in the aggregate up to 2,563,081 shares of its common stock under these programs. No specific expiration date has been assigned to the December 7, 2021, December 6, 2022 or December 4, 2023 authorizations.
 
36

Dividends
Landstar entered into the Second Amended and Restated Credit Agreement, dated July 1, 2022, with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the thirteen-week period ended September 28, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Landstar’s securities that was intended to satisfy the affirmative defense conditions of Rule
10b5-1(c)
or any
“non-Rule
10b5-1
trading arrangement.”
Item 6. Exhibits
The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form
10-Q.
 
37


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

 

38


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: October 30, 2024      

/s/ Frank A. Lonegro

      Frank A. Lonegro
     

President and

Chief Executive Officer

Date: October 30, 2024      

/s/ James P. Todd

      James P. Todd
      Vice President, Chief Financial Officer and Assistant Secretary

 

 

39

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Frank A. Lonegro, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2024

 

/s/ Frank A. Lonegro

Frank A. Lonegro
President and Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, James P. Todd, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2024

 

/s/ James P. Todd

James P. Todd
Vice President, Chief Financial Officer and Assistant Secretary

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Landstar System, Inc. (the “Company”) on Form 10-Q for the period ending September 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank A. Lonegro, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2024

 

/s/ Frank A. Lonegro

Frank A. Lonegro
President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Landstar System, Inc. (the “Company”) on Form 10-Q for the period ending September 28, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Todd, Vice President, Chief Financial Officer and Assistant Secretary of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2024

 

/s/ James P. Todd

James P. Todd
Vice President, Chief Financial Officer and Assistant Secretary
v3.24.3
Cover Page - shares
9 Months Ended
Sep. 28, 2024
Oct. 21, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Document Quarterly Report true  
Entity Central Index Key 0000853816  
Document Transition Report false  
Current Fiscal Year End Date --12-28  
Document Period End Date Sep. 28, 2024  
Entity Registrant Name LANDSTAR SYSTEM, INC.  
Entity Filer Category Large Accelerated Filer  
Trading Symbol LSTR  
Title of 12(b) Security Common Stock  
Security Exchange Name NASDAQ  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   35,331,173
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity File Number 0-21238  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 06-1313069  
Entity Address, Address Line One 13410 Sutton Park Drive South  
Entity Address, City or Town Jacksonville  
Entity Address, Postal Zip Code 32224  
City Area Code 904  
Local Phone Number 398-9400  
Entity Address, State or Province FL  
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Current Assets    
Cash and cash equivalents $ 468,830 $ 481,043
Short-term investments 62,451 59,661
Trade accounts receivable, less allowance of $12,134 and $11,738 694,633 743,762
Other receivables, including advances to independent contractors, less allowance of $16,759 and $14,010 51,533 43,339
Other current assets 33,947 24,936
Total current assets 1,311,394 1,352,741
Operating property, less accumulated depreciation and amortization of $456,770 and $436,682 289,248 284,300
Goodwill 41,122 42,275
Other assets 115,491 122,530
Total assets 1,757,255 1,801,846
Current Liabilities    
Cash overdraft 50,746 61,541
Accounts payable 397,908 395,980
Current maturities of long-term debt 27,672 27,876
Insurance claims 43,370 41,825
Dividends payable 0 71,433
Contractor escrow 30,244 28,498
Other current liabilities 42,712 48,071
Total current liabilities 592,652 675,224
Long-term debt, excluding current maturities 44,834 43,264
Insurance claims 59,861 58,922
Deferred income taxes and other noncurrent liabilities 43,990 40,513
Shareholders' Equity    
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 68,559,269 and 68,497,324 shares 686 685
Additional paid-in capital 255,398 254,642
Retained earnings 2,897,073 2,783,645
Cost of 33,228,096 and 32,780,651 shares of common stock in treasury (2,128,684) (2,048,184)
Accumulated other comprehensive loss (8,555) (6,865)
Total shareholders' equity 1,015,918 983,923
Total liabilities and shareholders' equity $ 1,757,255 $ 1,801,846
v3.24.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Allowance on trade accounts receivable $ 12,134 $ 11,738
Allowance on other receivables 16,759 14,010
Accumulated depreciation and amortization on operating property $ 456,770 $ 436,682
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized shares 160,000,000 160,000,000
Common stock, issued shares 68,559,269 68,497,324
Treasury stock, shares 33,228,096 32,780,651
v3.24.3
Consolidated Statements of Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Revenue $ 1,213,867 $ 1,289,345 $ 3,609,915 $ 4,098,877
Investment income 3,922 3,022 10,988 6,874
Costs and expenses:        
Purchased transportation 943,805 986,743 2,799,384 3,141,234
Commissions to agents 98,703 115,244 295,801 363,397
Other operating costs, net of gains on asset sales/dispositions 15,144 15,158 44,138 40,998
Insurance and claims 30,398 29,540 83,830 86,971
Selling, general and administrative 51,252 50,975 162,613 159,071
Depreciation and amortization 15,371 14,359 44,001 44,498
Total costs and expenses 1,154,673 1,212,019 3,429,767 3,836,169
Operating income 63,116 80,348 191,136 269,582
Interest and debt (income) expense (1,169) (1,046) (4,455) (2,079)
Income before income taxes 64,285 81,394 195,591 271,661
Income taxes 14,252 19,741 45,838 65,254
Net income $ 50,033 $ 61,653 $ 149,753 $ 206,407
Basic earnings per share $ 1.41 $ 1.71 $ 4.21 $ 5.74
Diluted earnings per share $ 1.41 $ 1.71 $ 4.21 $ 5.74
Average basic shares outstanding 35,420,000 35,951,000 35,608,000 35,958,000
Average diluted shares outstanding 35,420,000 35,951,000 35,608,000 35,958,000
Dividends per common share $ 0.36 $ 0.33 $ 1.02 $ 0.93
v3.24.3
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Net income $ 50,033 $ 61,653 $ 149,753 $ 206,407
Other comprehensive (loss) income:        
Unrealized holding gains on available-for-sale investments, net of tax expense of $828, $263, $624 and $49 2,277 176 3,023 958
Foreign currency translation (losses) gains (1,354) (1,494) (4,713) 2,337
Other comprehensive (loss) income 923 (1,318) (1,690) 3,295
Comprehensive income $ 50,956 $ 60,335 $ 148,063 $ 209,702
v3.24.3
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Unrealized holding gains on available-for-sale, investments, net of tax expense $ 624 $ 49 $ 828 $ 263
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
OPERATING ACTIVITIES    
Net income $ 149,753 $ 206,407
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 44,001 44,498
Non-cash interest charges 198 198
Provisions for losses on trade and other accounts receivable 13,058 10,509
Gains on sales/disposals of operating property (1,204) (3,846)
Deferred income taxes, net (4,359) (5,595)
Stock-based compensation 3,573 4,270
Changes in operating assets and liabilities:    
Decrease in trade and other accounts receivable 27,877 145,655
Increase in other assets (7,884) (13,115)
Increase (decrease) in accounts payable 727 (62,652)
Decrease in other liabilities (2,785) (15,734)
Increase (decrease) in insurance claims 2,484 (6,810)
NET CASH PROVIDED BY OPERATING ACTIVITIES 225,439 303,785
INVESTING ACTIVITIES    
Sales and maturities of investments 81,072 93,326
Purchases of investments (74,297) (86,115)
Purchases of operating property (24,256) (15,394)
Proceeds from sales of operating property 6,265 6,631
NET CASH USED BY INVESTING ACTIVITIES (11,216) (1,552)
FINANCING ACTIVITIES    
Decrease in cash overdraft (10,795) (44,886)
Dividends paid (107,758) (105,302)
Proceeds from exercises of stock options 0 28
Taxes paid in lieu of shares issued related to stock-based compensation plans (3,928) (9,186)
Purchases of common stock (78,697) (15,433)
Principal payments on finance lease obligations (22,872) (28,017)
NET CASH USED BY FINANCING ACTIVITIES (224,050) (202,796)
Effect of exchange rate changes on cash and cash equivalents (2,386) 643
(Decrease) increase in cash and cash equivalents (12,213) 100,080
Cash and cash equivalents at beginning of period 481,043 339,581
Cash and cash equivalents at end of period $ 468,830 $ 439,661
v3.24.3
Consolidated Statements of Changes in Shareholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Treasury Stock at Cost
Accumulated Other Comprehensive (Loss) Income
Beginning Balance (in shares) at Dec. 31, 2022   68,382,310     32,455,300  
Beginning Balance at Dec. 31, 2022 $ 887,221 $ 684 $ 258,487 $ 2,635,960 $ (1,992,886) $ (15,024)
Net income 78,195     78,195    
Dividends (10,806)     (10,806)    
Purchases of common stock (in shares)         89,661  
Purchases of common stock (15,433)       $ (15,433)  
Issuance of stock related to stock-based compensation plans (in shares)   101,653     5,891  
Issuance of stock related to stock-based compensation plans (8,208) $ 1 (7,201)   $ (1,008)  
Stock-based compensation 1,852   1,852      
Other comprehensive income (loss) 2,831         2,831
Ending Balance (in shares) at Apr. 01, 2023   68,483,963     32,550,852  
Ending Balance at Apr. 01, 2023 935,652 $ 685 253,138 2,703,349 $ (2,009,327) (12,193)
Beginning Balance (in shares) at Dec. 31, 2022   68,382,310     32,455,300  
Beginning Balance at Dec. 31, 2022 887,221 $ 684 258,487 2,635,960 $ (1,992,886) (15,024)
Net income 206,407          
Ending Balance (in shares) at Sep. 30, 2023   68,497,324     32,550,980  
Ending Balance at Sep. 30, 2023 1,043,154 $ 685 254,630 2,808,919 $ (2,009,351) (11,729)
Beginning Balance (in shares) at Apr. 01, 2023   68,483,963     32,550,852  
Beginning Balance at Apr. 01, 2023 935,652 $ 685 253,138 2,703,349 $ (2,009,327) (12,193)
Net income 66,559     66,559    
Dividends (10,780)     (10,780)    
Issuance of stock related to stock-based compensation plans (in shares)   13,361        
Issuance of stock related to stock-based compensation plans (926)   (926)      
Stock-based compensation 1,274   1,274      
Other comprehensive income (loss) 1,782         1,782
Ending Balance (in shares) at Jul. 01, 2023   68,497,324     32,550,852  
Ending Balance at Jul. 01, 2023 993,561 $ 685 253,486 2,759,128 $ (2,009,327) (10,411)
Net income 61,653     61,653    
Dividends (11,862)     (11,862)    
Issuance of stock related to stock-based compensation plans (in shares)         128  
Issuance of stock related to stock-based compensation plans (24)       $ (24)  
Stock-based compensation 1,144   1,144      
Other comprehensive income (loss) (1,318)         (1,318)
Ending Balance (in shares) at Sep. 30, 2023   68,497,324     32,550,980  
Ending Balance at Sep. 30, 2023 1,043,154 $ 685 254,630 2,808,919 $ (2,009,351) (11,729)
Beginning Balance (in shares) at Dec. 30, 2023   68,497,324     32,780,651  
Beginning Balance at Dec. 30, 2023 983,923 $ 685 254,642 2,783,645 $ (2,048,184) (6,865)
Net income 47,096     47,096    
Dividends (11,802)     (11,802)    
Issuance of stock related to stock-based compensation plans (in shares)   50,229     4,864  
Issuance of stock related to stock-based compensation plans (3,060)   (2,174)   $ (886)  
Stock-based compensation 1,724   1,724      
Other comprehensive income (loss) 30         30
Ending Balance (in shares) at Mar. 30, 2024   68,547,553     32,785,515  
Ending Balance at Mar. 30, 2024 1,017,911 $ 685 254,192 2,818,939 $ (2,049,070) (6,835)
Beginning Balance (in shares) at Dec. 30, 2023   68,497,324     32,780,651  
Beginning Balance at Dec. 30, 2023 983,923 $ 685 254,642 2,783,645 $ (2,048,184) (6,865)
Net income 149,753          
Purchases of common stock (79,388)          
Ending Balance (in shares) at Sep. 28, 2024   68,559,269     33,228,096  
Ending Balance at Sep. 28, 2024 1,015,918 $ 686 255,398 2,897,073 $ (2,128,684) (8,555)
Beginning Balance (in shares) at Mar. 30, 2024   68,547,553     32,785,515  
Beginning Balance at Mar. 30, 2024 1,017,911 $ 685 254,192 2,818,939 $ (2,049,070) (6,835)
Net income 52,624     52,624    
Dividends (11,777)     (11,777)    
Purchases of common stock (in shares)         315,649  
Purchases of common stock (56,995)       $ (56,995)  
Issuance of stock related to stock-based compensation plans (in shares)   6,374     1,112  
Issuance of stock related to stock-based compensation plans (200) $ 1     $ (201)  
Stock-based compensation 1,892   1,892      
Other comprehensive income (loss) (2,643)         (2,643)
Ending Balance (in shares) at Jun. 29, 2024   68,553,927     33,102,276  
Ending Balance at Jun. 29, 2024 1,000,812 $ 686 256,084 2,859,786 $ (2,106,266) (9,478)
Net income 50,033     50,033    
Dividends (12,746)     (12,746)    
Purchases of common stock (in shares)         121,270  
Purchases of common stock (22,393)       $ (22,393)  
Issuance of stock related to stock-based compensation plans (in shares)   5,342     4,550  
Issuance of stock related to stock-based compensation plans (668)   (643)   $ (25)  
Stock-based compensation (43)   (43)      
Other comprehensive income (loss) 923         923
Ending Balance (in shares) at Sep. 28, 2024   68,559,269     33,228,096  
Ending Balance at Sep. 28, 2024 $ 1,015,918 $ 686 $ 255,398 $ 2,897,073 $ (2,128,684) $ (8,555)
v3.24.3
Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 28, 2024
Jun. 29, 2024
Mar. 30, 2024
Sep. 30, 2023
Jul. 01, 2023
Apr. 01, 2023
Sep. 28, 2024
Sep. 30, 2023
Dividends per common share $ 0.36 $ 0.33 $ 0.33 $ 0.33 $ 0.3 $ 0.3 $ 1.02 $ 0.93
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 50,033 $ 61,653 $ 149,753 $ 206,407
v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 28, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Significant Accounting Policies
9 Months Ended
Sep. 28, 2024
Significant Accounting Policies
(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 thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (dollars in thousands):
 

 
  
Thirty-Nine Weeks Ended
 
 
Thirteen Weeks Ended
 
Mode
  
September 28,

2024
 
 
September 30,

2023
 
 
September 28,

2024
 
 
September 30,

2023
 
Truck – BCO Independent Contractors
     38     38     38     39
Truck – Truck Brokerage Carriers
     52     54     52     52
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     6     5     6     5
Truck Equipment Type
        
Van equipment
   $ 1,851,237     $  2,123,693     $  603,993     $  665,569  
Unsided/platform equipment
   $  1,093,753     $ 1,150,483     $ 369,758     $ 378,147  
Less-than-truckload
   $ 77,902     $ 90,770     $ 24,195     $ 28,097  
Other truck transportation (1)
   $ 242,853     $ 379,471     $ 93,178     $ 101,951  
 
(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.
v3.24.3
Share-Based Payment Arrangements
9 Months Ended
Sep. 28, 2024
Share-Based Payment Arrangements
(2) Share-based Payment Arrangements
As
of September 28, 2024, 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 2022 Directors Stock Compensation Plan (the “2022 DSCP”). 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 200,000 shares of the Company’s common stock were authorized for issuance under the 2022 DSCP. The 2011 EIP and 2022 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):
 
    
Thirty-Nine Weeks Ended
    
Thirteen Weeks Ended
 
    
September 28,

2024
    
September 30,

2023
    
September 28,

2024
    
September 30,

2023
 
Total cost of the Plans during the period
   $ 3,573      $ 4,270      $  (43    $  1,144  
Amount of related income tax benefit recognized during the period
     (1,997      (3,878      (313      (286
  
 
 
    
 
 
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ 1,576      $ 392      $  (356    $ 858  
  
 
 
    
 
 
    
 
 
    
 
 
 
Included in income tax benefits recognized in the thirty-nine-week periods ended September 28, 2024 and September 30, 2023 were excess tax benefits from stock-based awards of $1,122,000 and $2,830,000, respectively.
As of September 28, 2024, there were 181,450 shares of the Company’s common stock reserved for issuance under the 2022 DSCP and 2,800,060 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
 
  
Weighted Average
Grant Date
 
 
  
RSUs
 
  
Fair Value
 
Outstanding at December 30, 2023
     132,722      $ 138.93  
Granted
     102,762      $ 138.85  
Shares earned in excess of target
(1)
     1,791      $ 51.42  
Vested shares
     (45,057    $  115.69  
Forfeited
     (29,801    $ 140.20  
  
 
 
    
Outstanding at September 28, 2024
     162,417      $ 144.13  
  
 
 
    
 
(1)
Represents additional shares earned under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.
During the thirty-nine-week period ended September 28, 2024, the Company granted RSUs with a performance condition and RSUs with a market condition, as further described below. Outstanding RSUs at both December 30, 2023 and September 28, 2024 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2023 Annual Report on Form
10-K.
RSUs with a performance condition granted on February 2, 2024 may vest on January 31 of 2027, 2028 and 2029 based on growth in operating income and
pre-tax
income per diluted share from continuing operations as compared to the results from the 2023 fiscal year.
On February 2, 2024, the Company granted 58,268 RSUs that vest based on a market condition. These RSUs may vest based on the achievement of the target Company’s total shareholder return (“TSR”) compound annual growth rate, adjusted to reflect dividends (if any) paid during such periods and capital adjustments as may be necessary, and are eligible to vest annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date. The fair value of this RSU award was determined at the time of grant based on the expected achievement of the market condition. With respect to these RSU awards, the Company reports compensation expense ratably over the service period of the award based on the number of units granted multiplied by the grant date fair value of the RSU. Previously recognized compensation cost would be reversed only if the employee did not complete the requisite service period due to termination of employment.
 
The Company recognized approximately $408,000 and $1,503,000 of share-based compensation expense related to RSU awards in the thirty-nine-week periods ended September 28, 2024 and September 30, 2023, respectively. As of September 28, 2024, there was a maximum of $40.7 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.6 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.
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 30, 2023
     46,348      $ 158.38  
Granted
     31,525      $ 187.08  
Vested
     (25,647    $ 151.16  
Forfeited
     (4,707    $ 169.92  
  
 
 
    
Non-vested
at September 28, 2024
     47,519      $ 180.17  
  
 
 
    
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, in two equal annual installments on the first and second anniversary of the date of the grant or 100% on the first, third or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2022 DSCP, 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 the recipient’s 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 September 28, 2024, there was $5,754,000 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 1.8 years.
Stock Options
The Company had no issued and outstanding vested or unvested stock options or unrecognized compensation costs related to
non-vested
stock options granted under the Plans as of December 30, 2023 or September 28, 2024. The total intrinsic value of stock options exercised during the thirty-nine-week period ended September 30, 2023 was $218,000
.
v3.24.3
Income Taxes
9 Months Ended
Sep. 28, 2024
Income Taxes
(3) Income Taxes
The
provisions for income taxes for the 2024 and 2023 thirty-nine-week periods were based on estimated annual effective income tax rates of 24.3% and 24.4%, respectively, adjusted for discrete events, such as benefits resulting from stock-based awards. The effective income tax rate for the 2024 thirty-nine-week period was 23.4%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2024 period primarily attributable to state taxes, partially offset by federal tax credits. The effective income tax rate for the 2023 thirty-nine-week period was 24.0%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2023 period primarily attributable to state taxes.
v3.24.3
Earnings Per Share
9 Months Ended
Sep. 28, 2024
Earnings Per Share [Abstract]  
Earnings Per Share
(4) Earnings Per Share
Basic
earnings per common share are based on the weighted average number of shares outstanding, which includes outstanding
non-vested
restricted stock and outstanding Deferred Stock Units. Diluted earnings per share are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options. For each of the thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023, the weighted-average number of common shares outstanding is the same for purposes of the calculations of both basic and diluted earnings per share. During and as of the thirty-nine-week period ended September 28, 2024, there were no outstanding stock options issued by the Company. For the thirty-nine-week period ended September 30, 2023, the impact on earnings per share of future compensation expense related to outstanding, unvested time-based awards was greater than the incremental impact of outstanding dilutive stock options, and would therefore have an anti-dilutive effect on earnings per share if included in the calculation of earnings per share. Accordingly, the Company had no reconciling items between the average number of common shares outstanding used to calculate basic earnings per common share and the average number of common shares and common share equivalents outstanding used to calculate diluted earnings per share during each of the 2024 and 2023 thirty-nine-week and thirteen-week periods.
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.
v3.24.3
Additional Cash Flow Information
9 Months Ended
Sep. 28, 2024
Additional Cash Flow Information
(5) Additional Cash Flow Information
During the
2024
thirty-
nine
-week period, Landstar paid income taxes and interest of $
45,638,000
and $
2,641,000
, respectively. During the
2023
thirty-
nine
-week period, Landstar paid income taxes and interest of $
68,136,000
and $
2,814,000
, respectively. Landstar acquired operating property by entering into finance leases in the amount of $
24,238,000
in the
2024
thirty-
nine
-week period. Landstar acquired $
6,690,000
of operating property for which the Company accrued a corresponding liability in accounts payable of $
1,201,000
and in other noncurrent liabilities of $
5,489,000
as of September 
28
,
2024
. Landstar did not acquire any operating property by entering into finance leases in the
2023
thirty-
nine
-week period. During the
2024
thirty-
nine
-week period, the Company purchased its common stock at a total cost of $
79,388,000
, including $
78,697,000
in cash purchases and accrued excise tax of $
691,000
, which is included in other current liabilities in the consolidated balance sheet at September 
28
,
2024
.
v3.24.3
Segment Information
9 Months Ended
Sep. 28, 2024
Segment Information
(6) Segment Information
The
following
table summarizes information about the Company’s reportable business
segments
as of and for the thirty-
nine
-week and
thirteen
-week periods ended September 
28
,
2024
and September 
30
,
2023
(in thousands):

 
  
Thirty-Nine Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $  3,561,941      $  47,974      $ 3,609,915      $  4,043,824      $  55,053      $ 4,098,877  
Internal revenue
        65,411        65,411           64,138        64,138  
Investment income
        10,988        10,988           6,874        6,874  
Operating income
     141,070        50,066        191,136        222,827        46,755        269,582  
Expenditures on long-lived assets
     24,256           24,256        15,394           15,394  
Goodwill
     41,122           41,122        41,934           41,934  
 
 
  
Thirteen Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $ 1,198,334      $ 15,533      $ 1,213,867      $ 1,271,385      $ 17,960      $ 1,289,345  
Internal revenue
        12,065        12,065           11,960        11,960  
Investment income
        3,922        3,922           3,022        3,022  
Operating income
     47,618        15,498        63,116        63,974        16,374        80,348  
Expenditures on long-lived assets
     7,478           7,478        2,763           2,763  
In the thirty-nine-week periods ended September 28, 2024 and September 30, 2023, no single customer accounted for more than 10% of the Company’s consolidated revenue.
v3.24.3
Other Comprehensive Income
9 Months Ended
Sep. 28, 2024
Other Comprehensive Income
(7) Other Comprehensive Income
The
following table presents the
components
of and changes in accumulated other comprehensive (loss) income, net of related income taxes, as of and for the thirty-nine-week period ended September 28, 2024 (in thousands):
 
    
Unrealized
Holding (Losses)
Gains on
Available-for-Sale

Securities
    
Foreign Currency
Translation
    
Total
 
Balance as of December 30, 2023
   $  (5,010    $  (1,855    $ (6,865
Other comprehensive income (loss)
     3,023        (4,713      (1,690
  
 
 
    
 
 
    
 
 
 
Balance as of September 28, 2024
   $  (1,987    $  (6,568    $ (8,555
  
 
 
    
 
 
    
 
 
 
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 thirty-nine-week period ended September 28, 2024.
v3.24.3
Investments
9 Months Ended
Sep. 28, 2024
Investments
(8) Investments
Investments
include primarily investment-grade corporate bonds, asset-backed securities and commercial paper 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 statements of income, while unrealized losses considered to be a result of
non-credit-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 money market investments and Level 2 inputs related to investment-grade corporate bonds, asset-backed securities, commercial paper and direct obligations of government agencies. Unrealized losses, net of unrealized gains, on the investments in the bond portfolio
were $2,531,000 and $6,382,000 at September 28, 2024 and December 30, 2023, respectively.
 
The amortized cost and fair values of
available-for-sale
investments are as follows at September 28, 2024 and December 30, 2023 (in thousands):
 

 
  
Amortized
Cost
 
  
Gross
Unrealized
Gains
 
  
Gross
Unrealized
Losses
 
  
Fair Value
 
September 28, 2024
           
Money market investments
   $ 14,998      $ —       $ —       $ 14,998  
Asset-backed securities
     17,535        21        1,563        15,993  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,857        998        1,987        117,868  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 151,390      $  1,019      $  3,550      $ 148,859  
  
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
           
Money market investments
   $ 16,832      $ —       $ —       $ 16,832  
Asset-backed securities
     16,543        —         2,236        14,307  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,481        279        4,384        114,376  
U.S. Treasury obligations
     6,287        2        43        6,246  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 158,143      $ 281      $ 6,663      $ 151,761  
  
 
 
    
 
 
    
 
 
    
 
 
 
For those
available-for-sale
investments with unrealized losses at September 28, 2024 and December 30, 2023, 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
 
September 28, 2024
  
  
  
  
  
  
Asset-backed securities
   $ —       $  —       $ 13,107      $  1,563      $ 13,107      $  1,563  
Corporate bonds, commercial paper, and direct obligations of government agencies
     —         —         65,324        1,987        65,324        1,987  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ —       $ —       $ 78,431      $ 3,550      $ 78,431      $ 3,550  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
                 
Asset-backed securities
   $ —       $ —       $ 14,307      $ 2,236      $ 14,307      $ 2,236  
Corporate bonds, commercial paper, and direct obligations of government agencies
     3,506        42        86,841        4,342        90,347        4,384  
U.S. Treasury obligations
     —         —         2,305        43        2,305        43  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 3,506      $ 42      $ 103,453      $ 6,621      $ 106,959      $ 6,663  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
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.
v3.24.3
Leases
9 Months Ended
Sep. 28, 2024
Leases
(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.
The components of lease cost for finance leases and operating leases for the thirty-nine weeks ended September 28, 2024 were (in thousands):
 

Finance leases:
  
Amortization of
right-of-use
assets
   $ 12,901  
Interest on lease liability
     1,863  
  
 
 
 
Total finance lease cost
     14,764  
Operating leases:
  
Lease cost
     2,883  
Variable lease cost
     —   
Sublease income
     (4,273
  
 
 
 
Total net operating lease income
     (1,390
  
 
 
 
Total net lease cost
   $ 13,374  
  
 
 
 
 
A summary of the lease classification on the Company’s consolidated balance sheet as of September 28, 2024 is as follows (in thousands):
Assets:
 

Operating lease
right-of-use
assets
 
Other assets
   $ 1,074  
Finance lease assets
 
Operating property, less accumulated
depreciation and amortization
     108,185  
    
 
 
 
Total lease assets
     $ 109,259  
    
 
 
 
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 September 28, 2024 (in thousands):

 
  
Finance

Leases
 
  
Operating

Leases
 
2024 Remainder
   $ 8,069      $ 191  
2025
     28,968        533  
2026
     21,074        213  
2027
     10,686        175  
2028
     6,584        49  
Thereafter
     2,963        —   
  
 
 
    
 
 
 
Total future minimum lease payments
     78,344        1,161  
Less amount representing interest (1.6% to 6.5%)
     5,838        87  
  
 
 
    
 
 
 
Present value of minimum lease payments
   $ 72,506      $ 1,074  
  
 
 
    
 
 
 
 
               
               
Current maturities of long-term debt
     27,672     
Long-term debt, excluding current maturities
     44,834     
Other current liabilities
        618  
Deferred income taxes and other noncurrent liabilities
        456  
The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of September 28, 2024 were:
 

 
  
Finance Leases
 
 
Operating Leases
 
Weighted average remaining lease term (years)
     3.2       2.4  
Weighted average discount rate
     4.2     6.5
v3.24.3
Debt
9 Months Ended
Sep. 28, 2024
Debt
(10) Debt
Other
than the finance lease obligations as presented on the consolidated balance sheets, the Company had no outstanding debt as of September 28, 2024 and December 30, 2023.
On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000. As of September 28, 2024, the Company had no borrowings outstanding under the Credit Agreement.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and 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 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been
delivered
.
 
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 described 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 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.
v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 28, 2024
Commitments and Contingencies
(11) Commitments and Contingencies
Short-term
investments include $62,451,000 in current maturities of investments held by the Company’s insurance segment at September 28, 2024. The
non-current
portion of the bond portfolio of $86,408,000 is included in other assets. The short-term investments, together with $18,790,000 of
non-current
investments, provide collateral for the $73,117,000 of letters of credit issued to guarantee payment of insurance claims. As of September 28, 2024, Landstar also had $35,250,000 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.
v3.24.3
Change in Accounting Estimate for Self-Insured Claims
9 Months Ended
Sep. 28, 2024
Change in Accounting Estimate for Self-Insured Claims
(12) Change in Accounting Estimate for Self-Insured Claims
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 within its various programs.
The following table summarizes the adverse effect of the increase in the cost of insurance claims resulting from unfavorable development of prior year self-insured claims estimates on operating income, net income and basic and diluted earnings per share set forth in the consolidated statements of income for the thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (in thousands, except per share
amounts):
 
 
  
Thirty-Nine Weeks Ended
 
  
Thirteen Weeks Ended
 
 
  
September 28,

2024
 
  
September 30,

2023
 
  
September 28,

2024
 
  
September 30,

2023
 
Operating income
   $  6,666      $  5,154      $  4,550      $  2,323  
Net income
   $ 5,046      $ 3,896      $ 3,444      $ 1,756  
Basic and diluted earnings per share
   $ 0.14      $ 0.11      $ 0.10      $ 0.05  
v3.24.3
Recent Accounting Pronouncements
9 Months Ended
Sep. 28, 2024
Recent Accounting Pronouncements
(13)     Recent Accounting Pronouncements
Accounting Standards Issued But Not Yet Adopted
In November 2023, the FASB issued ASU
2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(“ASU
2023-07”),
which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU
2023-07
is effective for annual periods beginning after December 15, 2023. The Company expects ASU
2023-07
to impact only its disclosures with no impacts to its financial condition, results of operations or cash flows.
In December 2023, the FASB issued ASU
2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU
2023-09”),
which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU
2023-09
is effective for annual periods beginning after December 15, 2024. ASU
2023-09
is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 28, 2024
Revenue from Contracts with Customers – Disaggregation of Revenue
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 thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (dollars in thousands):
 

 
  
Thirty-Nine Weeks Ended
 
 
Thirteen Weeks Ended
 
Mode
  
September 28,

2024
 
 
September 30,

2023
 
 
September 28,

2024
 
 
September 30,

2023
 
Truck – BCO Independent Contractors
     38     38     38     39
Truck – Truck Brokerage Carriers
     52     54     52     52
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     6     5     6     5
Truck Equipment Type
        
Van equipment
   $ 1,851,237     $  2,123,693     $  603,993     $  665,569  
Unsided/platform equipment
   $  1,093,753     $ 1,150,483     $ 369,758     $ 378,147  
Less-than-truckload
   $ 77,902     $ 90,770     $ 24,195     $ 28,097  
Other truck transportation (1)
   $ 242,853     $ 379,471     $ 93,178     $ 101,951  
 
(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.
v3.24.3
Significant Accounting Policies (Tables)
9 Months Ended
Sep. 28, 2024
Schedule of 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 thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (dollars in thousands):
 

 
  
Thirty-Nine Weeks Ended
 
 
Thirteen Weeks Ended
 
Mode
  
September 28,

2024
 
 
September 30,

2023
 
 
September 28,

2024
 
 
September 30,

2023
 
Truck – BCO Independent Contractors
     38     38     38     39
Truck – Truck Brokerage Carriers
     52     54     52     52
Rail intermodal
     2     2     2     2
Ocean and air cargo carriers
     6     5     6     5
Truck Equipment Type
        
Van equipment
   $ 1,851,237     $  2,123,693     $  603,993     $  665,569  
Unsided/platform equipment
   $  1,093,753     $ 1,150,483     $ 369,758     $ 378,147  
Less-than-truckload
   $ 77,902     $ 90,770     $ 24,195     $ 28,097  
Other truck transportation (1)
   $ 242,853     $ 379,471     $ 93,178     $ 101,951  
 
(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.
v3.24.3
Share-Based Payment Arrangements (Tables)
9 Months Ended
Sep. 28, 2024
Amounts Recognized in Financial Statements with Respect to Plans Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
 
    
Thirty-Nine Weeks Ended
    
Thirteen Weeks Ended
 
    
September 28,

2024
    
September 30,

2023
    
September 28,

2024
    
September 30,

2023
 
Total cost of the Plans during the period
   $ 3,573      $ 4,270      $  (43    $  1,144  
Amount of related income tax benefit recognized during the period
     (1,997      (3,878      (313      (286
  
 
 
    
 
 
    
 
 
    
 
 
 
Net cost of the Plans during the period
   $ 1,576      $ 392      $  (356    $ 858  
  
 
 
    
 
 
    
 
 
    
 
 
 
Schedule of Information on 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
 
  
Weighted Average
Grant Date
 
 
  
RSUs
 
  
Fair Value
 
Outstanding at December 30, 2023
     132,722      $ 138.93  
Granted
     102,762      $ 138.85  
Shares earned in excess of target
(1)
     1,791      $ 51.42  
Vested shares
     (45,057    $  115.69  
Forfeited
     (29,801    $ 140.20  
  
 
 
    
Outstanding at September 28, 2024
     162,417      $ 144.13  
  
 
 
    
 
(1)
Represents additional shares earned under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.
Schedule of Information on 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 30, 2023
     46,348      $ 158.38  
Granted
     31,525      $ 187.08  
Vested
     (25,647    $ 151.16  
Forfeited
     (4,707    $ 169.92  
  
 
 
    
Non-vested
at September 28, 2024
     47,519      $ 180.17  
  
 
 
    
v3.24.3
Segment Information (Tables)
9 Months Ended
Sep. 28, 2024
Information Regarding Reportable Business Segments
The
following
table summarizes information about the Company’s reportable business
segments
as of and for the thirty-
nine
-week and
thirteen
-week periods ended September 
28
,
2024
and September 
30
,
2023
(in thousands):

 
  
Thirty-Nine Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $  3,561,941      $  47,974      $ 3,609,915      $  4,043,824      $  55,053      $ 4,098,877  
Internal revenue
        65,411        65,411           64,138        64,138  
Investment income
        10,988        10,988           6,874        6,874  
Operating income
     141,070        50,066        191,136        222,827        46,755        269,582  
Expenditures on long-lived assets
     24,256           24,256        15,394           15,394  
Goodwill
     41,122           41,122        41,934           41,934  
 
 
  
Thirteen Weeks Ended
 
 
  
September 28, 2024
 
  
September 30, 2023
 
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
  
Transportation

Logistics
 
  
Insurance
 
  
Total
 
External revenue
   $ 1,198,334      $ 15,533      $ 1,213,867      $ 1,271,385      $ 17,960      $ 1,289,345  
Internal revenue
        12,065        12,065           11,960        11,960  
Investment income
        3,922        3,922           3,022        3,022  
Operating income
     47,618        15,498        63,116        63,974        16,374        80,348  
Expenditures on long-lived assets
     7,478           7,478        2,763           2,763  
v3.24.3
Other Comprehensive Income (Tables)
9 Months Ended
Sep. 28, 2024
Components of and Changes in Accumulated Other Comprehensive Income, Net of Related Income Taxes
The
following table presents the
components
of and changes in accumulated other comprehensive (loss) income, net of related income taxes, as of and for the thirty-nine-week period ended September 28, 2024 (in thousands):
 
    
Unrealized
Holding (Losses)
Gains on
Available-for-Sale

Securities
    
Foreign Currency
Translation
    
Total
 
Balance as of December 30, 2023
   $  (5,010    $  (1,855    $ (6,865
Other comprehensive income (loss)
     3,023        (4,713      (1,690
  
 
 
    
 
 
    
 
 
 
Balance as of September 28, 2024
   $  (1,987    $  (6,568    $ (8,555
  
 
 
    
 
 
    
 
 
 
v3.24.3
Investments (Tables)
9 Months Ended
Sep. 28, 2024
Amortized Cost and Fair Value of Available-for-Sale Investments
The amortized cost and fair values of
available-for-sale
investments are as follows at September 28, 2024 and December 30, 2023 (in thousands):
 

 
  
Amortized
Cost
 
  
Gross
Unrealized
Gains
 
  
Gross
Unrealized
Losses
 
  
Fair Value
 
September 28, 2024
           
Money market investments
   $ 14,998      $ —       $ —       $ 14,998  
Asset-backed securities
     17,535        21        1,563        15,993  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,857        998        1,987        117,868  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 151,390      $  1,019      $  3,550      $ 148,859  
  
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
           
Money market investments
   $ 16,832      $ —       $ —       $ 16,832  
Asset-backed securities
     16,543        —         2,236        14,307  
Corporate bonds, commercial paper and direct obligations of government
agencies
     118,481        279        4,384        114,376  
U.S. Treasury obligations
     6,287        2        43        6,246  
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 158,143      $ 281      $ 6,663      $ 151,761  
  
 
 
    
 
 
    
 
 
    
 
 
 
Schedule of Unrealized Loss on Available-for-Sale Investments
For those
available-for-sale
investments with unrealized losses at September 28, 2024 and December 30, 2023, 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
 
September 28, 2024
  
  
  
  
  
  
Asset-backed securities
   $ —       $  —       $ 13,107      $  1,563      $ 13,107      $  1,563  
Corporate bonds, commercial paper, and direct obligations of government agencies
     —         —         65,324        1,987        65,324        1,987  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ —       $ —       $ 78,431      $ 3,550      $ 78,431      $ 3,550  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
December 30, 2023
                 
Asset-backed securities
   $ —       $ —       $ 14,307      $ 2,236      $ 14,307      $ 2,236  
Corporate bonds, commercial paper, and direct obligations of government agencies
     3,506        42        86,841        4,342        90,347        4,384  
U.S. Treasury obligations
     —         —         2,305        43        2,305        43  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $ 3,506      $ 42      $ 103,453      $ 6,621      $ 106,959      $ 6,663  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 28, 2024
Lease, Cost
The components of lease cost for finance leases and operating leases for the thirty-nine weeks ended September 28, 2024 were (in thousands):
 

Finance leases:
  
Amortization of
right-of-use
assets
   $ 12,901  
Interest on lease liability
     1,863  
  
 
 
 
Total finance lease cost
     14,764  
Operating leases:
  
Lease cost
     2,883  
Variable lease cost
     —   
Sublease income
     (4,273
  
 
 
 
Total net operating lease income
     (1,390
  
 
 
 
Total net lease cost
   $ 13,374  
  
 
 
 
Schedule Of Supplemental Balance Sheet Information Related To Leases
A summary of the lease classification on the Company’s consolidated balance sheet as of September 28, 2024 is as follows (in thousands):
Assets:
 

Operating lease
right-of-use
assets
 
Other assets
   $ 1,074  
Finance lease assets
 
Operating property, less accumulated
depreciation and amortization
     108,185  
    
 
 
 
Total lease assets
     $ 109,259  
    
 
 
 
Finance And Operating Lease Maturity
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 September 28, 2024 (in thousands):

 
  
Finance

Leases
 
  
Operating

Leases
 
2024 Remainder
   $ 8,069      $ 191  
2025
     28,968        533  
2026
     21,074        213  
2027
     10,686        175  
2028
     6,584        49  
Thereafter
     2,963        —   
  
 
 
    
 
 
 
Total future minimum lease payments
     78,344        1,161  
Less amount representing interest (1.6% to 6.5%)
     5,838        87  
  
 
 
    
 
 
 
Present value of minimum lease payments
   $ 72,506      $ 1,074  
  
 
 
    
 
 
 
 
               
               
Current maturities of long-term debt
     27,672     
Long-term debt, excluding current maturities
     44,834     
Other current liabilities
        618  
Deferred income taxes and other noncurrent liabilities
        456  
Schedule Discount Rate And Lease Term Used In Calculating Lease Liabilities And Assets
The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of September 28, 2024 were:
 

 
  
Finance Leases
 
 
Operating Leases
 
Weighted average remaining lease term (years)
     3.2       2.4  
Weighted average discount rate
     4.2     6.5
v3.24.3
Change in Accounting Estimate for Self-Insured Claims (Tables)
9 Months Ended
Sep. 28, 2024
Effect of Increase in Cost of Insurance and Claims
The following table summarizes the adverse effect of the increase in the cost of insurance claims resulting from unfavorable development of prior year self-insured claims estimates on operating income, net income and basic and diluted earnings per share set forth in the consolidated statements of income for the thirty-nine-week and thirteen-week periods ended September 28, 2024 and September 30, 2023 (in thousands, except per share
amounts):
 
 
  
Thirty-Nine Weeks Ended
 
  
Thirteen Weeks Ended
 
 
  
September 28,

2024
 
  
September 30,

2023
 
  
September 28,

2024
 
  
September 30,

2023
 
Operating income
   $  6,666      $  5,154      $  4,550      $  2,323  
Net income
   $ 5,046      $ 3,896      $ 3,444      $ 1,756  
Basic and diluted earnings per share
   $ 0.14      $ 0.11      $ 0.10      $ 0.05  
v3.24.3
Schedule Of Revenue By Major Customers By Reporting Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 1,213,867 $ 1,289,345 $ 3,609,915 $ 4,098,877
BCO Independent Contractors – Truck        
Disaggregation of Revenue [Line Items]        
Percentage of Consolidated Revenue 38.00% 39.00% 38.00% 38.00%
Brokerage Carriers - Truck        
Disaggregation of Revenue [Line Items]        
Percentage of Consolidated Revenue 52.00% 52.00% 52.00% 54.00%
Rail Intermodal        
Disaggregation of Revenue [Line Items]        
Percentage of Consolidated Revenue 2.00% 2.00% 2.00% 2.00%
Ocean and air cargo carriers        
Disaggregation of Revenue [Line Items]        
Percentage of Consolidated Revenue 6.00% 5.00% 6.00% 5.00%
BCO Independent Contractor Truck and Brokerage Carriers Truck | Van Equipment        
Disaggregation of Revenue [Line Items]        
Revenue $ 603,993 $ 665,569 $ 1,851,237 $ 2,123,693
BCO Independent Contractor Truck and Brokerage Carriers Truck | Unsided/Platform Equipment        
Disaggregation of Revenue [Line Items]        
Revenue 369,758 378,147 1,093,753 1,150,483
BCO Independent Contractor Truck and Brokerage Carriers Truck | Less than Truckload        
Disaggregation of Revenue [Line Items]        
Revenue 24,195 28,097 77,902 90,770
BCO Independent Contractor Truck and Brokerage Carriers Truck | Other Truck Transportation        
Disaggregation of Revenue [Line Items]        
Revenue [1] $ 93,178 $ 101,951 $ 242,853 $ 379,471
[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.
v3.24.3
Share-Based Payment Arrangements - Additional Information (Detail) - USD ($)
9 Months Ended
Feb. 02, 2024
Sep. 28, 2024
Sep. 30, 2023
Dec. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Excess tax benefit from stock-based awards   $ 1,122,000 $ 2,830,000  
Stock awards granted, shares 58,268      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number   0    
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock awards granted, shares   102,762    
Recognized share-based compensation expense   $ 408,000 1,503,000  
Unrecognized compensation cost, other than options   $ 40,700,000    
Unrecognized compensation cost expected to be recognized over period, years   3 years 7 months 6 days    
Non Vested Restricted Stock and Deferred Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock awards granted, shares   31,525    
Unrecognized compensation cost, other than options   $ 5,754,000    
Unrecognized compensation cost expected to be recognized over period, years   1 year 9 months 18 days    
Terms of award   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, in two equal annual installments on the first and second anniversary of the date of the grant or 100% on the first, third or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2022 DSCP, 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 the recipient’s separation    
Employee Stock Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total intrinsic value of stock options exercised during periods     $ 218,000  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number   0   0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number   0   0
Maximum | Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Maximum percentage of target available for common share issuance   100.00%    
2011 Equity Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock authorized for issuance   6,000,000    
Common stock reserved for issuance   2,800,060    
2022 Directors Stock Compensation Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock authorized for issuance   200,000    
Common stock reserved for issuance   181,450    
2022 Directors Stock Compensation Plan | Deferred Stock Unit        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock vesting percentage   100.00%    
v3.24.3
Amounts Recognized in Financial Statements with Respect to Plans (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]        
Total cost of the Plans during the period $ (43) $ 1,144 $ 3,573 $ 4,270
Amount of related income tax benefit recognized during the period (313) (286) (1,997) (3,878)
Net cost of the Plans during the period $ (356) $ 858 $ 1,576 $ 392
v3.24.3
Schedule of Information on Restricted Stock Units (Detail) - $ / shares
9 Months Ended
Feb. 02, 2024
Sep. 28, 2024
Number of Shares    
Granted 58,268  
Restricted Stock Units (RSUs)    
Number of Shares    
Beginning Balance   132,722
Granted   102,762
Shares earned in excess of target [1]   1,791
Vested shares   (45,057)
Forfeited   (29,801)
Ending Balance   162,417
Weighted Average Grant Date Fair Value    
Beginning Balance   $ 138.93
Granted   138.85
Shares earned in excess of target [1]   51.42
Vested shares   115.69
Forfeited   140.2
Ending Balance   $ 144.13
[1] Represents additional shares earned under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.
v3.24.3
Schedule of Information on Non - Vested Restricted Stock Units (Detail) - $ / shares
9 Months Ended
Feb. 02, 2024
Sep. 28, 2024
Number of Shares and Deferred Stock Units    
Granted 58,268  
Non Vested Restricted Stock and Deferred Stock Units    
Number of Shares and Deferred Stock Units    
Beginning Balance   46,348
Granted   31,525
Vested   (25,647)
Forfeited   (4,707)
Ending Balance   47,519
Weighted Average Grant Date Fair Value    
Beginning Balance   $ 158.38
Granted   187.08
Vested   151.16
Forfeited   169.92
Ending Balance   $ 180.17
v3.24.3
Income Taxes - Additional Information (Detail)
9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Income Taxes [Line Items]    
Corporate income tax rate 21.00% 21.00%
Estimated annual effective income tax rate 24.30% 24.40%
Effective income tax rate 23.40% 24.00%
v3.24.3
Earnings Per Share - Additional Information (Detail)
Sep. 28, 2024
shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 0
v3.24.3
Additional Cash Flow Information - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 28, 2024
Jun. 29, 2024
Apr. 01, 2023
Sep. 28, 2024
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]          
Income taxes paid       $ 45,638,000 $ 68,136,000
Interest paid       2,641,000 2,814,000
Capital expenditures incurred but not yet paid $ 6,690,000        
Right-of-use asset obtained in exchange for finance lease liability       24,238,000  
Treasury stock repurchased at cost during the period value 22,393,000 $ 56,995,000 $ 15,433,000 79,388,000  
Treasury stock repurchased at cost during the period value excluding tax       78,697,000 $ 15,433,000
Other Noncurrent Liabilities          
Supplemental Cash Flow Information [Abstract]          
Capital expenditures incurred but not yet paid 5,489,000        
Accounts Payable          
Supplemental Cash Flow Information [Abstract]          
Capital expenditures incurred but not yet paid 1,201,000        
Treasury Stock, Common Shares          
Supplemental Cash Flow Information [Abstract]          
Treasury stock repurchased at cost during the period value $ 22,393,000 $ 56,995,000 $ 15,433,000    
Excise tax payable current       $ 691,000  
v3.24.3
Segment Information - Additional Information (Detail) - Customer
9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Number of customers accounting for 10 percent or more of total revenue 0 0
No single customer accounted for benchmark percentage to be considered major customer 10.00% 10.00%
v3.24.3
Information Regarding Reportable Business Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Dec. 30, 2023
Segment Reporting Information [Line Items]          
Revenue $ 1,213,867 $ 1,289,345 $ 3,609,915 $ 4,098,877  
Investment income 3,922 3,022 10,988 6,874  
Operating income 63,116 80,348 191,136 269,582  
Expenditures on long-lived assets 7,478 2,763 24,256 15,394  
Goodwill 41,122 41,934 41,122 41,934 $ 42,275
Related Party          
Segment Reporting Information [Line Items]          
Revenue 12,065 11,960 65,411 64,138  
Transportation Logistics          
Segment Reporting Information [Line Items]          
Revenue 1,198,334 1,271,385 3,561,941 4,043,824  
Operating income 47,618 63,974 141,070 222,827  
Expenditures on long-lived assets 7,478 2,763 24,256 15,394  
Goodwill 41,122 41,934 41,122 41,934  
Insurance          
Segment Reporting Information [Line Items]          
Revenue 15,533 17,960 47,974 55,053  
Investment income 3,922 3,022 10,988 6,874  
Operating income 15,498 16,374 50,066 46,755  
Insurance | Related Party          
Segment Reporting Information [Line Items]          
Revenue $ 12,065 $ 11,960 $ 65,411 $ 64,138  
v3.24.3
Other Comprehensive Income - Components of and Changes in Accumulated Other Comprehensive (loss) Income, Net of Related Income Taxes (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance     $ 983,923  
Other comprehensive income (loss) $ 923 $ (1,318) (1,690) $ 3,295
Ending Balance 1,015,918   1,015,918  
Unrealized Holding (Losses) Gains on Available-for-Sale Securities        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance     (5,010)  
Other comprehensive income (loss)     3,023  
Ending Balance (1,987)   (1,987)  
Foreign Currency Translation        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance     (1,855)  
Other comprehensive income (loss)     (4,713)  
Ending Balance (6,568)   (6,568)  
Accumulated Other Comprehensive Income (Loss)        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning Balance     (6,865)  
Other comprehensive income (loss)     (1,690)  
Ending Balance $ (8,555)   $ (8,555)  
v3.24.3
Investments - Additional Information (Detail) - USD ($)
9 Months Ended
Sep. 28, 2024
Dec. 30, 2023
Debt Securities, Available-for-sale [Line Items]    
Investments maximum maturity period 5 years  
Unrealized gain (loss), net of unrealized gains/losses, on the investments in the bond portfolio $ (2,531,000) $ (6,382,000)
v3.24.3
Amortized Cost and Fair Value of Available-for-Sale Investments (Detail) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost $ 151,390 $ 158,143
Gross Unrealized Gains 1,019 281
Gross Unrealized Losses 3,550 6,663
Fair Value 148,859 151,761
Money market investments    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 14,998 16,832
Gross Unrealized Gains 0 0
Gross Unrealized Losses 0 0
Fair Value 14,998 16,832
Asset-backed securities    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 17,535 16,543
Gross Unrealized Gains 21 0
Gross Unrealized Losses 1,563 2,236
Fair Value 15,993 14,307
Corporate bonds, commercial paper and direct obligations of government agencies    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost 118,857 118,481
Gross Unrealized Gains 998 279
Gross Unrealized Losses 1,987 4,384
Fair Value $ 117,868 114,376
U.S. Treasury obligations    
Debt Securities, Available-for-sale [Line Items]    
Amortized Cost   6,287
Gross Unrealized Gains   2
Gross Unrealized Losses   43
Fair Value   $ 6,246
v3.24.3
Schedule of Unrealized Loss on Available-for-Sale Investments (Detail) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale investments with unrealized losses, Less than 12 months, Fair Value $ 0 $ 3,506
Available-for-sale investments with unrealized losses, Less than 12 months, Unrealized Loss 0 42
Available-for-sale investments with unrealized losses, 12 months or longer, Fair Value 78,431 103,453
Available-for-sale investments with unrealized losses, 12 months or longer, Unrealized Loss 3,550 6,621
Available-for-sale investments with unrealized losses, Fair Value, Total 78,431 106,959
Available-for-sale investments with unrealized losses, Unrealized Loss, Total 3,550 6,663
Asset-backed securities    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale investments with unrealized losses, Less than 12 months, Fair Value 0 0
Available-for-sale investments with unrealized losses, Less than 12 months, Unrealized Loss 0 0
Available-for-sale investments with unrealized losses, 12 months or longer, Fair Value 13,107 14,307
Available-for-sale investments with unrealized losses, 12 months or longer, Unrealized Loss 1,563 2,236
Available-for-sale investments with unrealized losses, Fair Value, Total 13,107 14,307
Available-for-sale investments with unrealized losses, Unrealized Loss, Total 1,563 2,236
Corporate bonds, commercial paper and direct obligations of government agencies    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale investments with unrealized losses, Less than 12 months, Fair Value 0 3,506
Available-for-sale investments with unrealized losses, Less than 12 months, Unrealized Loss 0 42
Available-for-sale investments with unrealized losses, 12 months or longer, Fair Value 65,324 86,841
Available-for-sale investments with unrealized losses, 12 months or longer, Unrealized Loss 1,987 4,342
Available-for-sale investments with unrealized losses, Fair Value, Total 65,324 90,347
Available-for-sale investments with unrealized losses, Unrealized Loss, Total $ 1,987 4,384
U.S. Treasury obligations    
Debt Securities, Available-for-sale [Line Items]    
Available-for-sale investments with unrealized losses, Less than 12 months, Fair Value   0
Available-for-sale investments with unrealized losses, Less than 12 months, Unrealized Loss   0
Available-for-sale investments with unrealized losses, 12 months or longer, Fair Value   2,305
Available-for-sale investments with unrealized losses, 12 months or longer, Unrealized Loss   43
Available-for-sale investments with unrealized losses, Fair Value, Total   2,305
Available-for-sale investments with unrealized losses, Unrealized Loss, Total   $ 43
v3.24.3
Leases - Additional Information (Detail)
Sep. 28, 2024
USD ($)
Leases Disclosure [Line Items]  
Finance Lease Option to Purchase Option Value $ 1
Lessee, Finance Lease, Term of Contract 5 years
v3.24.3
Leases - Components of Lease Cost for Finance Leases and Operating Leases (Detail)
$ in Thousands
9 Months Ended
Sep. 28, 2024
USD ($)
Finance leases:  
Amortization of right-of-use assets $ 12,901
Interest on lease liability 1,863
Total finance lease cost 14,764
Operating leases:  
Lease cost 2,883
Variable lease cost 0
Sublease income (4,273)
Total net operating lease income (1,390)
Total net lease cost $ 13,374
v3.24.3
Leases - Classification on our Consolidated Balance Sheet (Detail)
$ in Thousands
Sep. 28, 2024
USD ($)
Operating lease right-of-use assets $ 1,074
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent
Finance lease assets $ 108,185
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net
Total lease assets $ 109,259
v3.24.3
Leases - Undiscounted Cash Flows for the Finance and Operating Leases (Detail) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Operating Leased Assets [Line Items]    
2024 Remainder $ 8,069  
2025 28,968  
2026 21,074  
2027 10,686  
2028 6,584  
Thereafter 2,963  
Total future minimum lease payments 78,344  
Less amount representing interest (1.6% to 6.5%) 5,838  
Present value of minimum lease payments 72,506  
Current maturities of long-term debt 27,672 $ 27,876
Long-term debt, excluding current maturities 44,834 $ 43,264
2024 Remainder 191  
2025 533  
2026 213  
2027 175  
2028 49  
Thereafter 0  
Total future minimum lease payments 1,161  
Less amount representing interest (1.6% to 6.5%) 87  
Present value of minimum lease payments 1,074  
Operating lease, liability, current $ 618  
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Current  
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Deferred Income Taxes and Other Liabilities, Noncurrent  
Operating lease, liability, non-current $ 456  
v3.24.3
Leases - Undiscounted Cash Flows for the Finance and Operating Leases (Parenthetical) (Detail)
Sep. 28, 2024
Maximum  
Finance lease Interest rate percentage 6.50%
Minimum  
Finance lease Interest rate percentage 1.60%
v3.24.3
Leases - Weighted Average Remaining Lease Term and the Weighted Average Discount Rate for Finance and Operating leases (Detail)
Sep. 28, 2024
Weighted average remaining lease term (years) 3 years 2 months 12 days
Weighted average discount rate 4.20%
Weighted average remaining lease term (years) 2 years 4 months 24 days
Weighted average discount rate 6.50%
v3.24.3
Debt - Additional Information (Detail) - USD ($)
9 Months Ended
Jul. 01, 2022
Sep. 28, 2024
Dec. 30, 2023
Debt Instrument [Line Items]      
Debt Outstanding Excluding Capital Lease Obligations   $ 0 $ 0
Revolving Credit Facility      
Debt Instrument [Line Items]      
Debt Outstanding Excluding Capital Lease Obligations   $ 0  
Credit facility, initiation date Jul. 01, 2022    
Credit facility, borrowing capacity $ 45,000,000    
Credit facility, maximum borrowing capacity $ 600,000,000    
Credit facility, debt covenants compliance   The Company is currently in compliance with all of the debt covenants under the Credit Agreement.  
Additional overnight secured financing rate 0.10%    
Revolving Credit Facility | Minimum      
Debt Instrument [Line Items]      
Credit facility, unused credit commitment fee   0.20%  
Credit facility event of default, minimum percentage that a person or group should acquire outstanding capital stock   35.00%  
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate      
Debt Instrument [Line Items]      
Borrowings, basis spread on variable rate   1.25%  
Revolving Credit Facility | Minimum | Base Rate      
Debt Instrument [Line Items]      
Borrowings, basis spread on variable rate   0.25%  
Revolving Credit Facility | Maximum      
Debt Instrument [Line Items]      
Credit facility, borrowing capacity $ 300,000,000    
Credit facility, unused credit commitment fee   0.30%  
Maximum Leverage ratio beyond which amount of cash dividends and other distributions to stockholders is limited   250.00%  
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate      
Debt Instrument [Line Items]      
Borrowings, basis spread on variable rate   2.00%  
Revolving Credit Facility | Maximum | Base Rate      
Debt Instrument [Line Items]      
Borrowings, basis spread on variable rate   1.00%  
v3.24.3
Commitments and Contingencies - Additional Information (Detail)
Sep. 28, 2024
USD ($)
Current Investments | Collateral Pledged  
Commitments and Contingencies Disclosure [Line Items]  
Investments providing collateral for letters of credit to guarantee insurance claims $ 62,451,000
Non-Current Investments  
Commitments and Contingencies Disclosure [Line Items]  
Total non-current investments 86,408,000
Non-Current Investments | Collateral Pledged  
Commitments and Contingencies Disclosure [Line Items]  
Investments providing collateral for letters of credit to guarantee insurance claims 18,790,000
Revolving Credit Facility  
Commitments and Contingencies Disclosure [Line Items]  
Letters of credit outstanding 35,250,000
Guarantee Payment of Insurance Claims  
Commitments and Contingencies Disclosure [Line Items]  
Letters of credit outstanding $ 73,117,000
v3.24.3
Change in Accounting Estimate for Self-Insured Claims - Schedule Of Change In Accounting Estimate (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Change in Accounting Estimate [Line Items]        
Operating income $ 63,116 $ 80,348 $ 191,136 $ 269,582
Net income $ 50,033 $ 61,653 $ 149,753 $ 206,407
Basic and diluted earnings per share $ 1.41 $ 1.71 $ 4.21 $ 5.74
Basic and diluted earnings per share $ 1.41 $ 1.71 $ 4.21 $ 5.74
Development Of Prior Year Self Insured Claims Estimates        
Change in Accounting Estimate [Line Items]        
Operating income $ 4,550 $ 2,323 $ 6,666 $ 5,154
Net income $ 3,444 $ 1,756 $ 5,046 $ 3,896
Basic and diluted earnings per share $ 0.1 $ 0.05 $ 0.14 $ 0.11
Basic and diluted earnings per share $ 0.1 $ 0.05 $ 0.14 $ 0.11

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