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) February 8, 2019
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 0-27754 | 36-4007085 |
| (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:
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
| ITEM 2.02 | Results of operations and financial conditions |
As previously disclosed, Hub Group, Inc. (the “Company”) sold Mode Transportation on August 31, 2018. To assist analysts and investors with their analysis, we are disclosing supplemental financial information for the first and second quarter of 2018 to reflect Mode as a discontinued operation. This information is furnished as Exhibit 99.1 to this Form 8-K.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
See Item 2.02 Results of Operations and Financial Conditions
In accordance with General Instruction B.2 of Form 8-K, the information under this heading shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Not Applicable. | |
| (b) | Not Applicable. | |
| (c) | Not Applicable. | |
| (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.
| HUB GROUP, INC. | |||
| DATE: February 8, 2019 | /s/ Terri A. Pizzuto | ||
| By: Terri A. Pizzuto | |||
| Title: | Executive Vice President, Chief Financial Officer | ||
| and Treasurer | |||
EXHIBIT INDEX
Exhibit No.
| 99.1 | Hub Group, Inc. unaudited Consolidated Statement of Earnings for the first and second quarter 2018. |
Exhibit 99.1
HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended, | ||||||||||||||||
| March 31, 2018 | June 30, 2018 | |||||||||||||||
| % of | % of | |||||||||||||||
| Amount | Revenue | Amount | Revenue | |||||||||||||
| Revenue | $ | 837,342 | 100.0 | % | $ | 894,734 | 100.0 | % | ||||||||
| Transportation costs | 746,303 | 89.1 | % | 793,743 | 88.7 | % | ||||||||||
| Gross margin | 91,039 | 10.9 | % | 100,991 | 11.3 | % | ||||||||||
| Costs and expenses: | ||||||||||||||||
| Salaries and benefits | 52,304 | 6.3 | % | 54,069 | 6.0 | % | ||||||||||
| General and administrative | 18,437 | 2.2 | % | 17,793 | 2.0 | % | ||||||||||
| Depreciation and amortization | 3,763 | 0.4 | % | 3,723 | 0.4 | % | ||||||||||
| Total costs and expenses | 74,504 | 8.9 | % | 75,585 | 8.4 | % | ||||||||||
| Operating income | 16,535 | 2.0 | % | 25,406 | 2.9 | % | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (2,103 | ) | -0.3 | % | (2,187 | ) | -0.2 | % | ||||||||
| Interest and dividend income | 11 | 0.0 | % | 14 | 0.0 | % | ||||||||||
| Other, net | (50 | ) | 0.0 | % | (182 | ) | 0.0 | % | ||||||||
| Total other expense | (2,142 | ) | -0.3 | % | (2,355 | ) | -0.3 | % | ||||||||
| Income from continuing operations before income taxes | 14,393 | 1.7 | % | 23,051 | 2.6 | % | ||||||||||
| Provision for income taxes | 3,324 | 0.4 | % | 5,897 | 0.7 | % | ||||||||||
| Income from continuing operations | 11,069 | 1.3 | % | 17,154 | 1.9 | % | ||||||||||
| Income from discontinued operations, net of income taxes | 5,099 | 4,897 | ||||||||||||||
| Net income | $ | 16,168 | $ | 22,051 | ||||||||||||
| Earnings per share from continuing operations | ||||||||||||||||
| Basic | $ | 0.33 | $ | 0.51 | ||||||||||||
| Diluted | $ | 0.33 | $ | 0.51 | ||||||||||||
| Earnings per share from discontinued operations | ||||||||||||||||
| Basic | $ | 0.15 | $ | 0.15 | ||||||||||||
| Diluted | $ | 0.15 | $ | 0.15 | ||||||||||||
| Earnings per share net income | ||||||||||||||||
| Basic | $ | 0.48 | $ | 0.66 | ||||||||||||
| Diluted | $ | 0.48 | $ | 0.66 | ||||||||||||
| Basic weighted average number of shares outstanding | 33,375 | 33,389 | ||||||||||||||
| Diluted weighted average number of shares outstanding | 33,478 | 33,562 | ||||||||||||||