| Item 2.02 | Results of Operations and Financial Condition |
On October 21, 2020, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the third quarter of fiscal 2020. A copy of the press release is attached hereto as Exhibit 99.1.
In the press release attached hereto as Exhibit 99.1, the Company provided the following information that may be deemed to be a non-GAAP financial measure: 2020 fourth quarter diluted earnings per share guidance of $1.61 to $1.71, excluding the one-time anticipated cost of $0.29 per diluted share related to the buyout of certain incentive commission arrangements with several of its independent sales agents due to the Company’s discontinuation of a BCO independent contractor recruitment and retention program formerly involving those agents.
Management believes that it is appropriate to present this financial information for the following reasons: (1) the anticipated cost relating to these buyout arrangements is a unique, non-recurring expense due to the Company’s complete discontinuation of a legacy program with a small number of its agents; (2) disclosure of these matters will allow investors to better understand the underlying trends in the Company’s financial condition and results of operations; (3) this information will facilitate comparisons by investors of the Company’s results as compared to the results of peer companies; and (4) management considers this financial information in its decision making.
The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference.
The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 7.01 | Regulation FD Disclosure |
A slide presentation, dated October 21, 2020, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on October 22, 2020 in connection with the Company’s release of results for the third quarter of fiscal 2020.
In the slide presentation attached hereto as Exhibit 99.2, the Company provided the following information that may be deemed a non-GAAP financial measure: excluding the impact of the $12.6 million of pandemic relief incentive payments from the 2020 year-to-date period, operating margin was 42.2% in the 2020 year-to-date period.
Management believes that it is appropriate to present this financial information for the following reasons: (1) disclosure of these matters will allow investors to better understand the underlying trends in the Company’s financial condition and results of operations; (2) this information will facilitate comparisons by investors of the Company’s results as compared to the results of peer companies; and (3) management considers this financial information in its decision making.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits |
