UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) October 26, 2016
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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0-27754 |
36-4007085 |
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
2000 Clearwater Drive
Oak Brook, Illinois 60523
(Address, including zip code, of principal executive offices)
(630) 271-3600
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 26, 2016, Hub Group, Inc. issued a press release announcing its third quarter 2016 operating results. The press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) |
Not Applicable. |
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(b) |
Not Applicable. |
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(c) |
Not Applicable. |
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(d) |
A list of exhibits filed herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference. |
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 hereunto duly authorized.
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HUB GROUP, INC. |
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DATE: October 26, 2016 |
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/s/ Terri A. Pizzuto |
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By: Terri A. Pizzuto |
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Title: |
Executive Vice President, Chief Financial Officer |
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and Treasurer |
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EXHIBIT INDEX
Exhibit No.
99.1 Press release, issued on October 26, 2016, announcing third quarter 2016 operating results for Hub Group, Inc.
EX. 99.1
Hub Group, Inc. Reports Record Third Quarter 2016 Earnings
OAK BROOK, IL, October 26, 2016, -- Hub Group, Inc. (NASDAQ: HUBG) today announced financial results for the quarter ended September 30, 2016.
Hub Group reported net income of $17.9 million for the third quarter ended September 30, 2016 compared to $19.8 million in the third quarter of 2015. Hub Group’s diluted earnings per share was $0.54 for the quarter. Earnings per share decreased 2% when compared with the prior year period. Hub Group’s revenue increased 4% to $933 million.
The Hub segment’s revenue increased 5% to $717 million. Third quarter intermodal revenue increased 1% to $466 million. Intermodal volume increased 5%. Truck brokerage revenue increased 16% to $97 million this quarter. Third quarter Unyson Logistics revenue increased 12% to $154 million. The Hub segment’s operating income was $21.8 million.
The Mode segment’s revenue increased 5% to $252 million. Operating income was $8.0 million compared to $7.2 million in the prior year period.
Hub Group ended the quarter with $135 million in cash.
“The challenging intermodal pricing environment contributed to the decline in income this quarter. We remain focused on providing excellent service and realizing the benefits of our cost savings initiatives," said Dave Yeager, Chairman and Chief Executive Officer of Hub Group.
CONFERENCE CALL
Hub will hold a conference call at 5:00 p.m. Eastern Time on Wednesday, October 26, 2016 to discuss its third quarter results.
Hosting the conference call will be Dave Yeager, Chairman and Chief Executive Officer. Also participating on the call will be Don Maltby, President and Chief Operating Officer, and Terri Pizzuto, Executive Vice-President and Chief Financial Officer.
This call is being webcast and can be accessed through the Investors link on Hub Group’s Web site at www.hubgroup.com. The webcast is listen-only. Those interested in participating in the question and answer session should follow the telephone dial-in instructions below.
To participate in the conference call by telephone, please register at http://www.yourconferencecenter.com/r.aspx?p=1&a=UVVbfMMitwEGXv. Registrants will be issued a passcode and PIN to use when dialing into the live call which will provide quickest access to the conference. You may register at any time, including up to and after the call start time. On the day of the call, dial (888) 771-4384 approximately ten minutes prior to the scheduled call time; enter the participant passcode and PIN received during registration. The call will be limited to 60 minutes, including questions and answers.
An audio replay will be available through the Investors link on the Company's Web site at www.hubgroup.com. This replay will be available for 30 days.
ABOUT HUB GROUP: Hub Group, Inc. is a transportation management company that provides multi-modal solutions throughout North America, including intermodal, truck brokerage and logistics services. As a publicly traded company with over $3.5 billion in revenue, Hub Group’s organization of over 2,500 employees delivers innovative, customer-focused solutions and industry leading service to help customers better control supply chains and their costs. For more information, visit www.hubgroup.com.
CERTAIN FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical, including statements about Hub Group's or management's earnings guidance, intentions, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Factors that could cause actual results to differ materially include the factors listed from time to time in Hub Group's SEC reports including, but not limited to, the annual report on Form 10-K for the year ended December 31, 2015 and the report on Form 10-Q for the period ended June 30, 2016. Hub Group assumes no liability to update any such forward-looking statements.
SOURCE: Hub Group, Inc.
CONTACT: Maralee Volchko of Hub Group, Inc., +1-630-271-3745
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
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Three Months |
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Nine Months |
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Ended September 30, |
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Ended September 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Revenue |
$ |
932,814 |
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$ |
899,869 |
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$ |
2,594,230 |
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$ |
2,635,323 |
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Transportation costs |
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821,360 |
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794,805 |
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2,259,899 |
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2,339,402 |
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Gross margin |
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111,454 |
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105,064 |
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334,331 |
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295,921 |
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Costs and expenses: |
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Salaries and benefits |
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42,610 |
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36,357 |
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130,075 |
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114,670 |
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Agent fees and commissions |
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19,072 |
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17,862 |
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54,334 |
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49,374 |
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General and administrative |
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17,641 |
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15,461 |
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50,368 |
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44,295 |
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Depreciation and amortization |
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2,276 |
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1,966 |
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6,559 |
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5,893 |
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Total costs and expenses |
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81,599 |
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71,646 |
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241,336 |
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214,232 |
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Operating income |
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29,855 |
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33,418 |
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92,995 |
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81,689 |
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Other income (expense): |
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Interest expense |
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(888 |
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(757 |
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(2,655 |
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(2,218 |
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Interest and dividend income |
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104 |
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22 |
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286 |
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47 |
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Other, net |
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27 |
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(952 |
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1,178 |
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(2,095 |
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Total other expense |
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(757 |
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(1,687 |
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(1,191 |
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(4,266 |
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Income before provision for income taxes |
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29,098 |
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31,731 |
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91,804 |
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77,423 |
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Provision for income taxes |
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11,174 |
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11,899 |
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35,243 |
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28,848 |
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Net income |
$ |
17,924 |
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$ |
19,832 |
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$ |
56,561 |
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$ |
48,575 |
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Basic earnings per common share |
$ |
0.54 |
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$ |
0.55 |
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$ |
1.66 |
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$ |
1.35 |
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Diluted earnings per common share |
$ |
0.54 |
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$ |
0.55 |
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$ |
1.66 |
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$ |
1.35 |
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Basic weighted average number of shares outstanding |
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33,212 |
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35,769 |
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34,098 |
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35,970 |
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Diluted weighted average number of shares outstanding |
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33,366 |
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35,903 |
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34,172 |
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36,049 |
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UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
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Three Months |
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Ended September 30, 2016 |
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Inter- |
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Hub |
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Segment |
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Group |
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Hub |
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Mode |
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Elims |
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Total |
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Revenue |
$ |
716,699 |
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$ |
251,611 |
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$ |
(35,496 |
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$ |
932,814 |
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Transportation costs |
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638,154 |
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218,702 |
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(35,496 |
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821,360 |
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Gross margin |
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78,545 |
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32,909 |
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- |
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111,454 |
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Costs and expenses: |
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Salaries and benefits |
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38,775 |
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3,835 |
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- |
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42,610 |
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Agent fees and commissions |
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20 |
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19,052 |
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- |
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19,072 |
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General and administrative |
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15,969 |
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1,672 |
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- |
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17,641 |
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Depreciation and amortization |
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1,959 |
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317 |
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- |
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2,276 |
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Total costs and expenses |
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56,723 |
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|
24,876 |
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- |
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81,599 |
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Operating income |
$ |
21,822 |
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$ |
8,033 |
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$ |
- |
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$ |
29,855 |
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HUB GROUP, INC.
UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
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Three Months |
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||||||||||
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Ended September 30, 2015 |
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||||||||||
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Inter- |
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Hub |
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Segment |
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Group |
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Hub |
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Mode |
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Elims |
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Total |
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Revenue |
$ |
680,559 |
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$ |
239,375 |
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$ |
(20,065 |
) |
$ |
899,869 |
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Transportation costs |
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606,081 |
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208,789 |
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(20,065 |
) |
|
794,805 |
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Gross margin |
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74,478 |
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|
30,586 |
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- |
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105,064 |
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Costs and expenses: |
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Salaries and benefits |
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32,917 |
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|
3,440 |
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- |
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36,357 |
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Agent fees and commissions |
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14 |
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17,848 |
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- |
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17,862 |
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General and administrative |
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13,659 |
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1,802 |
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- |
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15,461 |
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Depreciation and amortization |
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1,647 |
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|
319 |
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- |
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1,966 |
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Total costs and expenses |
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48,237 |
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|
23,409 |
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- |
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71,646 |
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Operating income |
$ |
26,241 |
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$ |
7,177 |
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$ |
- |
|
$ |
33,418 |
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HUB GROUP, INC.
UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
|
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Nine Months |
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||||||||||
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Ended September 30, 2016 |
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||||||||||
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Inter- |
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Hub |
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Segment |
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Group |
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Hub |
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Mode |
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Elims |
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Total |
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||||
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Revenue |
$ |
1,980,450 |
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$ |
692,366 |
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$ |
(78,586 |
) |
$ |
2,594,230 |
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Transportation costs |
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1,739,676 |
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598,809 |
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(78,586 |
) |
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2,259,899 |
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Gross margin |
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240,774 |
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|
93,557 |
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|
- |
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|
334,331 |
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Costs and expenses: |
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Salaries and benefits |
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118,658 |
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|
11,417 |
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- |
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|
130,075 |
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Agent fees and commissions |
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47 |
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|
54,287 |
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|
- |
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|
54,334 |
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General and administrative |
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44,917 |
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|
5,451 |
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|
- |
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|
50,368 |
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Depreciation and amortization |
|
5,603 |
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|
956 |
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|
- |
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|
6,559 |
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Total costs and expenses |
|
169,225 |
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|
72,111 |
|
|
- |
|
|
241,336 |
|
|
|
|
|
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|
|
|
|
|
|
|
|
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Operating income |
$ |
71,549 |
|
$ |
21,446 |
|
$ |
- |
|
$ |
92,995 |
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HUB GROUP, INC.
UNAUDITED FINANCIAL INFORMATION BY SEGMENT
(in thousands)
|
|
Nine Months |
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||||||||||
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Ended September 30, 2015 |
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||||||||||
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Inter- |
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Hub |
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Segment |
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Group |
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Hub |
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Mode |
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Elims |
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Total |
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||||
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Revenue |
$ |
2,010,453 |
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$ |
686,744 |
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$ |
(61,874 |
) |
$ |
2,635,323 |
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Transportation costs |
|
1,800,628 |
|
|
600,648 |
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|
(61,874 |
) |
|
2,339,402 |
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Gross margin |
|
209,825 |
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|
86,096 |
|
|
- |
|
|
295,921 |
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|
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|
|
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Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
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Salaries and benefits |
|
103,865 |
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|
10,805 |
|
|
- |
|
|
114,670 |
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Agent fees and commissions |
|
43 |
|
|
49,331 |
|
|
- |
|
|
49,374 |
|
|
General and administrative |
|
39,051 |
|
|
5,244 |
|
|
- |
|
|
44,295 |
|
|
Depreciation and amortization |
|
4,912 |
|
|
981 |
|
|
- |
|
|
5,893 |
|
|
Total costs and expenses |
|
147,871 |
|
|
66,361 |
|
|
- |
|
|
214,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
$ |
61,954 |
|
$ |
19,735 |
|
$ |
- |
|
$ |
81,689 |
|
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2016 |
|
|
2015 |
|
||
|
ASSETS |
(unaudited) |
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|
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CURRENT ASSETS: |
|
|
|
|
|
|
|
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Cash and cash equivalents |
$ |
135,195 |
|
|
$ |
207,749 |
|
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Accounts receivable trade, net |
|
445,574 |
|
|
|
379,987 |
|
|
Accounts receivable other |
|
7,036 |
|
|
|
10,344 |
|
|
Prepaid taxes |
|
1,971 |
|
|
|
362 |
|
|
Deferred taxes |
|
- |
|
|
|
8,412 |
|
|
Prepaid expenses and other current assets |
|
16,508 |
|
|
|
17,756 |
|
|
TOTAL CURRENT ASSETS |
|
606,284 |
|
|
|
624,610 |
|
|
|
|
|
|
|
|
|
|
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Restricted investments |
|
20,563 |
|
|
|
21,108 |
|
|
Property and equipment, net |
|
406,885 |
|
|
|
374,847 |
|
|
Other intangibles, net |
|
12,167 |
|
|
|
13,139 |
|
|
Goodwill, net |
|
262,431 |
|
|
|
262,594 |
|
|
Other assets |
|
3,887 |
|
|
|
4,848 |
|
|
TOTAL ASSETS |
$ |
1,312,217 |
|
|
$ |
1,301,146 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable trade |
$ |
265,659 |
|
|
$ |
230,432 |
|
|
Accounts payable other |
|
23,330 |
|
|
|
21,495 |
|
|
Accrued payroll |
|
23,989 |
|
|
|
33,020 |
|
|
Accrued other |
|
45,846 |
|
|
|
38,733 |
|
|
Current portion of capital lease |
|
2,672 |
|
|
|
2,608 |
|
|
Current portion of long term debt |
|
39,769 |
|
|
|
32,409 |
|
|
TOTAL CURRENT LIABILITIES |
|
401,265 |
|
|
|
358,697 |
|
|
|
|
|
|
|
|
|
|
|
Long term debt |
|
104,561 |
|
|
|
100,895 |
|
|
Non-current liabilities |
|
22,562 |
|
|
|
20,233 |
|
|
Long term portion of capital lease |
|
11,270 |
|
|
|
13,299 |
|
|
Deferred taxes |
|
164,699 |
|
|
|
160,182 |
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY: |
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2016 and 2015 |
- |
|
|
- |
|
||
|
Common stock |
|
|
|
|
|
|
|
|
Class A: $.01 par value; 97,337,700 shares authorized and 41,224,792 shares issued in 2016 and 2015; 33,195,497 shares outstanding in 2016 and 35,633,961 shares outstanding in 2015 |
|
412 |
|
|
|
412 |
|
|
Class B: $.01 par value; 662,300 shares authorized; 662,296 shares issued and outstanding in 2016 and 2015 |
|
7 |
|
|
|
7 |
|
|
Additional paid-in capital |
|
171,371 |
|
|
|
174,285 |
|
|
Purchase price in excess of predecessor basis, net of tax benefit of $10,306 |
|
(15,458 |
) |
|
|
(15,458 |
) |
|
Retained earnings |
|
717,319 |
|
|
|
660,758 |
|
|
Accumulated other comprehensive loss |
|
(241 |
) |
|
|
(178 |
) |
|
Treasury stock; at cost, 8,029,295 shares in 2016 and 5,590,831 shares in 2015 |
|
(265,550 |
) |
|
|
(171,986 |
) |
|
TOTAL STOCKHOLDERS' EQUITY |
|
607,860 |
|
|
|
647,840 |
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
1,312,217 |
|
|
$ |
1,301,146 |
|
HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2016 |
|
|
2015 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net Income |
$ |
56,561 |
|
|
$ |
48,575 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
32,665 |
|
|
|
26,662 |
|
|
Deferred taxes |
|
13,269 |
|
|
|
5,757 |
|
|
Compensation expense related to share-based compensation plans |
|
6,318 |
|
|
|
5,843 |
|
|
Gain on sale of assets |
|
(382 |
) |
|
|
(116 |
) |
|
Excess tax benefits from share based compensation |
|
(524 |
) |
|
|
(40 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted investments |
|
545 |
|
|
|
1,389 |
|
|
Accounts receivable, net |
|
(62,324 |
) |
|
|
6,540 |
|
|
Prepaid taxes |
|
(1,609 |
) |
|
|
13,579 |
|
|
Prepaid expenses and other current assets |
|
1,244 |
|
|
|
(1,442 |
) |
|
Other assets |
|
961 |
|
|
|
(56 |
) |
|
Accounts payable |
|
37,080 |
|
|
|
21,308 |
|
|
Accrued expenses |
|
(6,968 |
) |
|
|
8,337 |
|
|
Non-current liabilities |
|
2,181 |
|
|
|
(3,505 |
) |
|
Net cash provided by operating activities |
|
79,017 |
|
|
|
132,831 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sale of equipment |
|
1,573 |
|
|
|
922 |
|
|
Purchases of property and equipment |
|
(59,883 |
) |
|
|
(40,951 |
) |
|
Net cash used in investing activities |
|
(58,310 |
) |
|
|
(40,029 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of debt |
|
36,100 |
|
|
|
31,376 |
|
|
Repayments of long term debt |
|
(25,074 |
) |
|
|
(16,836 |
) |
|
Stock tendered for payments of withholding taxes |
|
(2,484 |
) |
|
|
(2,902 |
) |
|
Purchase of treasury stock |
|
(100,000 |
) |
|
|
(28,823 |
) |
|
Capital lease payments |
|
(1,965 |
) |
|
|
(1,883 |
) |
|
Excess tax benefits from share-based compensation |
|
212 |
|
|
|
166 |
|
|
Net cash used in financing activities |
|
(93,211 |
) |
|
|
(18,902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(50 |
) |
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
(72,554 |
) |
|
|
73,778 |
|
|
Cash and cash equivalents beginning of the period |
|
207,749 |
|
|
|
109,769 |
|
|
Cash and cash equivalents end of the period |
$ |
135,195 |
|
|
$ |
183,547 |
|