UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address, including zip code, of principal executive offices)
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(Registrant’s telephone number, including area code)
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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 definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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
On April 30, 2021, the registrant had
HUB GROUP, INC.
INDEX
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PART I. Financial Information:
Item1. Financial Statements |
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Consolidated Balance Sheets – March 31, 2021 (unaudited) and December 31, 2020 |
3 |
4 |
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5 |
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Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, 2021 and 2020 |
6 |
7 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
17 |
17 |
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19 |
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19 |
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19 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
19 |
20 |
2
HUB GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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March 31, |
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December 31, |
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2021 |
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2020 |
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ASSETS |
(unaudited) |
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CURRENT ASSETS: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable trade, net |
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Other receivables |
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Prepaid taxes |
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Prepaid expenses and other current assets |
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TOTAL CURRENT ASSETS |
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Restricted investments |
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Property and equipment, net |
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Right-of-use assets - operating leases |
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Right-of-use assets - financing leases |
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Other intangibles, net |
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Goodwill, net |
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Other assets |
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TOTAL ASSETS |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable trade |
$ |
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$ |
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Accounts payable other |
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Accrued payroll |
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Accrued other |
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Lease liability - operating leases |
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Lease liability - financing leases |
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Current portion of long term debt |
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TOTAL CURRENT LIABILITIES |
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Long term debt |
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Non-current liabilities |
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Lease liability - operating leases |
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Lease liability - financing leases |
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Deferred taxes |
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STOCKHOLDERS' EQUITY: |
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Preferred stock: $ |
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Common stock |
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Class A: $ |
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Class B: $ |
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Additional paid-in capital |
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Purchase price in excess of predecessor basis, net of tax benefit of $ |
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( |
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( |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Treasury stock; at cost, |
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( |
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( |
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TOTAL STOCKHOLDERS' EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
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$ |
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See notes to unaudited consolidated financial statements.
3
HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
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Three Months |
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Ended March 31, |
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2021 |
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2020 |
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Revenue |
$ |
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$ |
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Transportation costs |
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Gross margin |
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Costs and expenses: |
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Salaries and benefits |
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General and administrative |
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Depreciation and amortization |
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Total costs and expenses |
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Operating income |
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Other income (expense): |
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Interest expense |
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( |
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( |
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Interest and dividend income |
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Other expense, net |
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( |
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( |
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Total other expense |
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( |
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( |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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Other comprehensive income: |
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Foreign currency translation adjustments |
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( |
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( |
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Total comprehensive income |
$ |
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$ |
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Basic earnings per common share |
$ |
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$ |
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Diluted earnings per common share |
$ |
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$ |
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Basic weighted average number of shares outstanding |
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Diluted weighted average number of shares outstanding |
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See notes to unaudited consolidated financial statements.
4
HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per share amounts)
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Purchase Price |
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Class A & B |
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of Excess of |
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Accumulated |
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Common Stock |
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Additional |
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Predecessor |
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Other |
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Treasury |
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Shares |
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Paid-in |
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Basis, Net |
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Retained |
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Comprehensive |
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Stock |
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Issued |
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Amount |
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Capital |
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of Tax |
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Earnings |
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Income |
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Shares |
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Amount |
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Total |
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Balance December 31, 2019 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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( |
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$ |
( |
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$ |
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Stock withheld for payments of withholding taxes |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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( |
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Issuance of restricted stock awards, net of forfeitures |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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Share-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Foreign currency translation adjustment |
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- |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
) |
Balance March 31, 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
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Balance December 31, 2020 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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( |
) |
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$ |
( |
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$ |
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Stock withheld for payments of withholding taxes |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
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Issuance of restricted stock awards, net of forfeitures |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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Share-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Foreign currency translation adjustment |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
Balance March 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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( |
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$ |
( |
) |
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$ |
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See notes to unaudited consolidated financial statements.
5
HUB GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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Three Months Ended March 31, |
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2021 |
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2020 |
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Cash flows from operating activities: |
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Net Income |
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred taxes |
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Compensation expense related to share-based compensation plans |
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(Gain) loss on sale of assets |
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( |
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Other operating activities |
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Changes in operating assets and liabilities, net of acquisition: |
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Restricted investments |
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Accounts receivable, net |
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( |
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Prepaid taxes |
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( |
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Prepaid expenses and other current assets |
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Other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses |
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( |
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Non-current liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Proceeds from sale of equipment |
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Purchases of property and equipment |
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( |
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( |
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Net cash provided by (used in) investing activities |
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( |
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Cash flows from financing activities: |
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Repayments of long-term debt |
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( |
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( |
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Stock withheld for payments of withholding taxes |
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( |
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( |
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Finance lease payments |
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( |
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( |
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Proceeds from issuance of debt |
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Net cash (used in) provided by financing activities |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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( |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents beginning of the period |
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Cash and cash equivalents end of the period |
$ |
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$ |
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Supplemental disclosures of cash paid for: |
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Interest |
$ |
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$ |
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Income taxes |
$ |
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$ |
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See notes to unaudited consolidated financial statements.
6
HUB GROUP, INC.
NOTES TO UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Interim Financial Statements
Our accompanying unaudited consolidated financial statements of Hub Group, Inc. (the “Company,” “Hub,” “we”, “us” or “our”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.
The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position as of March 31, 2021 and results of operations for the three months ended March 31, 2021 and 2020.
These unaudited consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality. Certain prior year immaterial amounts have been reclassified in Note 4, Revenue from Contracts with Customers, to conform with the current year presentation.
NOTE 2. Acquisition
On
The acquisition of NSD expanded our logistics service offering to include residential last mile logistics. NSD operates through a non-asset business model, working with a network of over
The initial accounting for the acquisition of NSD is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the process of reviewing the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the consolidated financial statements related to the NSD acquisition are preliminary and the measurement period remains open.
|
December 9, 2020 |
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Cash and cash equivalents |
$ |
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Accounts receivable trade |
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Prepaid expenses and other current assets |
|
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Property and equipment |
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Right of use assets - operating leases |
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Goodwill, net |
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Other intangibles |
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Other assets |
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Total assets acquired |
$ |
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Accounts payable trade |
$ |
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Accrued payroll |
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Accrued other |
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Lease liability - operating leases short-term |
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Lease liability - operating leases long-term |
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Total liabilities assumed |
$ |
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Total consideration |
$ |
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Cash paid, net |
$ |
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7
The NSD acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of December 9, 2020 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the NSD acquisition was primarily attributable to potential expansion and future development of the acquired business.
The following table presents the carrying amount of goodwill (in thousands):
|
Total |
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|
Balance at January 1, 2021 |
$ |
|
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Acquisition |
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Other |
|
( |
) |
Balance at March 31, 2021 |
$ |
|
|
The changes noted as "acquisition" in the above table refer to purchase accounting adjustments related to the NSD acquisition.
The changes noted as "other" in the above table refer to the amortization of the income tax benefit of tax goodwill in excess of financial statement goodwill.
Tax history and attributes are not inherited in an equity purchase of this kind; however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of
The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated as follows (in thousands):
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Accumulated |
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Balance at |
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Estimated Useful |
|||
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Amount |
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Amortization |
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March 31, 2021 |
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Life |
|||
Customer relationships |
$ |
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|
$ |
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$ |
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Agent relationships |
$ |
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|
$ |
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|
$ |
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Trade name |
$ |
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$ |
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$ |
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||||
The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three months ended March 31, 2021 was $
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Total |
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Remainder of 2021 |
|
$ |
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|
2022 |
|
|
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
The following unaudited pro forma consolidated results of operations present the effects of NSD as though it had been acquired as of January 1, 2020 (in thousands, except for per share amounts):
|
Three Months Ended |
|
|
|
March 31, 2020 |
|
|
Revenue |
$ |
|
|
Net income |
$ |
|
|
Earnings per share |
|
|
|
Basic |
$ |
|
|
Diluted |
$ |
|
|
8
NOTE 3. Earnings Per Share
The following is a reconciliation of our earnings per share (in thousands, except for per share data):
|
Three Months Ended, March 31, |
|
|||||
|
2021 |
|
|
2020 |
|
||
|
|
|
|
|
|
||
Net income for basic and diluted earnings per share |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Weighted average shares outstanding - basic |
|
|
|
|
|
||
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|
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|
||
Dilutive effect of restricted stock |
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||
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|
||
Weighted average shares outstanding - diluted |
|
|
|
|
|
||
|
|
|
|
|
|
||
Earnings per share - basic |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Earnings per share - diluted |
$ |
|
|
$ |
|
||
NOTE 4. Revenue from Contracts with Customers
Hub offers comprehensive multimodal solutions including intermodal, logistics, truck brokerage, and dedicated services. Hub has full time employees located throughout the United States, Canada and Mexico.
Intermodal. As an intermodal provider, we arrange for the movement of our customers’ freight in containers, typically over long distances of 750 miles or more. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Local pickup and delivery services between origin or destination and rail terminals (referred to as “drayage”) are provided by our subsidiary Hub Group Trucking, Inc. (“HGT”) and third-party local trucking companies.
Logistics. Hub’s logistics operation offers a wide range of transportation management services and technology solutions including shipment optimization, load consolidation, mode selection, carrier management, load planning and execution and web-based shipment visibility. Our multi-modal transportation capabilities include small parcel, heavyweight, expedited, less-than-truckload, truckload, intermodal, last mile delivery, railcar and international shipping. We leverage proprietary technology along with collaborative relationships with retailers and logistics providers to deliver cost savings and performance-enhancing supply chain services to consumer-packaged goods clients. We contract with third-party warehouse providers in seven markets across North America to which our customers ship their goods to be stored and eventually consolidated, along with goods from other customers into full truckload shipments destined to major North American retailers. These services offer our customers shipment visibility, transportation cost savings, high service levels and compliance with retailers’ increasingly stringent supply chain requirements.
On December 9, 2020, we acquired NSD. NSD provides basic, residential last mile delivery services through a non-asset business model, working with a network of over
Truck Brokerage. We operate one of the largest truck brokerage operations, providing customers with an over the road service option for their transportation needs. Our brokerage service does not operate any trucks; instead we match customers’ needs with carriers’ capacity to provide the most effective service and price combination. We have contracts with a substantial base of carriers allowing us to meet the varied needs of our customers.
9
Dedicated. Our dedicated operation contracts with customers who seek to outsource a portion of their trucking transportation needs. We offer a dedicated fleet of equipment and drivers to each customer, as well as the management and infrastructure to operate according to the customer’s high service expectations. Contracts with customers generally include fixed and variable pricing arrangements and may include charges for early termination which serves to reduce the financial risk we bear with respect to the utilization of our equipment.
The following table summarizes our disaggregated revenue by business line (in thousands):
|
Three Months Ended March 31, |
|
|||||
|
2021 |
|
|
2020 |
|
||
Intermodal |
$ |
|
|
$ |
|
||
Logistics |
|
|
|
|
|
||
Truck brokerage |
|
|
|
|
|
||
Dedicated |
|
|
|
|
|
||
Total revenue |
$ |
|
|
$ |
|
||
NOTE 5. Fair Value Measurement
The carrying value of cash and cash equivalents, accounts receivable, accounts payable and borrowings under our revolving line of credit approximated fair value as of March 31, 2021 and December 31, 2020. As of March 31, 2021 and December 31, 2020, the fair value of the Company’s fixed-rate borrowings was $
We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less. As of March 31, 2021 and December 31, 2020, our cash and temporary investments were with high quality financial institutions in demand deposit accounts (DDAs), savings accounts and an interest bearing checking account.
Restricted investments included $
NOTE 6. Long-Term Debt and Financing Arrangements
On July 1, 2017, we entered into a $
Our unused and available borrowings were $
We have entered into various Equipment Notes (“Notes”) for the purchase of tractors, trailers and containers. The Notes are secured by the underlying equipment financed with the proceeds from the Notes.
10
|
March 31, |
|
|
December 31, |
|
||
|
2021 |
|
|
2020 |
|
||
|
(in thousands) |
|
|||||
|
|
|
|
|
|
||
Interim funding for equipment received and expected to be converted to an equipment note in subsequent period; interest paid at a variable rate |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Secured Equipment Notes due on various dates in |
|
|
|
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|
||
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|
||
Secured Equipment Notes due on various dates in |
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||
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|
||
Secured Equipment Notes due on various dates in |
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||
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|
||
Secured Equipment Notes due on various dates in |
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||
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|
||
Secured Equipment Notes due on various dates in |
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||
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||
Secured Equipment Notes due on various dates in |
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||
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||
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||
Less current portion |
|
( |
) |
|
|
( |
) |
Total long-term debt |
$ |
|
|
$ |
|
||
NOTE 7. Legal Matters
Robles
On
Although the Company believes that the California drivers were properly classified as independent contractors at all times because litigation is expensive, time-consuming and could interrupt our business operations, HGT made settlement offers to individual drivers with respect to the claims alleged in this lawsuit, without admitting liability. In late 2014, HGT converted its model from independent contractors to employee drivers in California. In early 2016, HGT closed its operations in Southern California.
Adame
On August 5, 2015, a suit was filed in state court in San Bernardino County, California on behalf of
In September 2019, the Plaintiffs’ counsel and Hub agreed in principle to settle all claims under both the Robles and Adame matters for $
We are involved in certain other claims and pending litigation arising from the normal conduct of business, including putative class-action lawsuits in which the plaintiffs are current and former California-based drivers who allege claims for unpaid wages, failure to provide meal and rest periods, failure to reimburse incurred business expenses and other items. Based on management's present knowledge, management does not believe that loss contingencies arising from these pending matters are likely to have a material adverse
11
effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period.
NOTE 8. New Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the methodology for calculating income tax rates in an interim period, and recognition of deferred taxes for outside basis differences in an investment, among other updates. We adopted this standard on January 1, 2021, as required, but it did not have a material impact on our consolidated financial statements.
12
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
The information contained in this quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “hopes,” “believes,” “intends,” “estimates,” “anticipates,” “predicts,” “projects,” “potential,” “may,” “could,” “might,” “should,” and variations of these words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are neither historical facts nor assurance of future performance. Instead, they are based on our beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such factors include, but are not limited to, uncertainties caused by adverse economic conditions, including, without limitation, as a result of extraordinary events or circumstances such as the coronavirus (COVID-19) pandemic, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, or the operations of our customers.
Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. All forward-looking statements made by us in this report are based upon information available to us on the date of this report and speak only as of the date in which they are made. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those identified in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”), include the following, either in their own right or as they may be affected, either individually, or in the aggregate, by the ongoing effects of the COVID-19 outbreak:
13
EXECUTIVE SUMMARY
Hub Group, Inc. (the “Company”, “Hub”, “we”, “us” or “our”) is a leading supply chain solutions provider that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers. Our mission is to continuously elevate each customer’s business to drive long term success. Our vision is to build the industry’s premier supply chain solutions. Our service offerings include comprehensive intermodal, truck brokerage, dedicated trucking, managed transportation, freight consolidation, warehousing, last mile delivery, international transportation and other logistics services.
As an intermodal provider, we arrange for the movement of our customers’ freight in containers, typically over long distances of 750 miles or more. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Local pickup and delivery services between origin or destination and rail terminals (referred to as “drayage”) are provided by our Hub Group Trucking ("HGT") subsidiary and third-party local trucking companies.
For the three months ended March 31, 2021, HGT accounted for approximately 53% of Hub’s drayage needs by assisting us in providing reliable, cost effective intermodal services to our customers. As of March 31, 2021, HGT leased or owned approximately 1,500 tractors and 200 trailers, employed approximately 1,500 drivers and contracted with approximately 900 owner-operators.
Our logistics business offers a wide range of transportation management services and technology solutions including shipment optimization, load consolidation, mode selection, carrier management, load planning and execution and web-based shipment visibility. Our multi-modal transportation capabilities include small parcel, heavyweight, expedited, less-than-truckload, truckload, intermodal, last mile, railcar and international shipping. We leverage proprietary technology along with collaborative relationships with retailers and logistics providers to deliver cost savings and performance-enhancing supply chain services to consumer goods clients. We contract with third-party warehouse providers in seven markets across North America to which our customers ship their goods to be stored and eventually consolidated, along with goods from other customers, into full truckload shipments destined to major North American retailers. These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements.
In December 2020, we expanded our logistics services through the acquisition of NSD. NSD provides basic, threshold and white glove residential last mile delivery services including warehousing and distribution, product assembly and reverse logistics to many of the largest retailers in the United States. NSD operates a non-asset business model, working with a network of over 170 carriers through the country. NSD provides high levels of service to customers and end consumers through a centralized call center and dedicated account management teams. NSD’s logistics technology provides customers with real-time visibility to shipments, access to analytical tools and seamless integration with other platforms.
We operate one of the largest truck brokerage operations in the United States, providing customers with an over the road service option for their transportation needs. Our brokerage does not operate any trucks; instead we match customers’ needs with trucking carriers’ capacity to provide the most effective service and price combination. We have contracts with a substantial base of carriers allowing us to meet the varied needs of our customers.
Our dedicated service line contracts with customers who seek to outsource a portion of their trucking transportation needs. We offer a dedicated fleet of equipment and drivers to each customer, as well as the management and infrastructure to operate according to the customer’s high service expectations. Contracts with customers generally include fixed and variable pricing arrangements and may include charges for early termination which serves to reduce the financial risk we bear with respect to the utilization of our equipment. Our dedicated operation currently operates a fleet of approximately 1,100 tractors and 4,600 trailers at 60 locations throughout the U.S. As of March 31, 2021, our dedicated operation employed approximately 1,300 drivers.
14
We employ sales and marketing representatives throughout North America who service local, regional and national accounts. We believe that fostering long-term customer relationships is critical to our success and allows us to better understand our customers’ needs and specifically tailor our transportation services to them.
Our multimodal solutions group works with pricing, account management and operations to enhance our profit margins across all lines of business. We are working on margin enhancement projects including pricing optimization, matching of inbound and outbound loads, reducing empty miles, improving the retention of our drivers, improving our recovery of accessorial costs, optimizing our drayage costs, enhancing our procurement strategy, reducing repositioning costs, providing holistic solutions and reviewing and improving low profit freight.
Hub’s top 50 customers represent approximately 71% of revenue for the three months ended March 31, 2021. We use various performance indicators to manage our business. We closely monitor margin and gains and losses for our top 50 customers. We also evaluate on-time performance, customer service, cost per load and daily sales outstanding by customer account. Vendor cost changes and vendor service issues are also monitored closely.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020
The following table summarizes our revenue by business line (in thousands):
|
Three Months Ended March 31, |
|
|||||
|
2021 |
|
|
2020 |
|
||
Intermodal |
$ |
506,004 |
|
|
$ |
478,034 |
|
Logistics |
|
217,035 |
|
|
|
200,202 |
|
Truck brokerage |
|
127,262 |
|
|
|
98,017 |
|
Dedicated |
|
69,252 |
|
|
|
62,606 |
|
Total revenue |
$ |
919,553 |
|
|
$ |
838,859 |
|
The following is a summary of operating results and certain items in the consolidated statements of income as a percentage of revenue:
|
Three Months Ended |
||||||||||
|
March 31, |
||||||||||
|
2021 |
|
2020 |
||||||||
Revenue |
$ |
919,553 |
|
|
100.0% |
|
$ |
838,859 |
|
|
100.0% |
Transportation costs |
|
810,806 |
|
|
88.2% |
|
|
734,265 |
|
|
87.5% |
Gross margin |
|
108,747 |
|
|
11.8% |
|
|
104,594 |
|
|
12.5% |
|
|
|
|
|
|
|
|
|
|
||
Costs and expenses: |
|
|
|
|
|
|
|
|
|
||
Salaries and benefits |
|
56,951 |
|
|
6.2% |
|
|
50,876 |
|
|
6.1% |
General and administrative |
|
19,243 |
|
|
2.1% |
|
|
26,336 |
|
|
3.1% |
Depreciation and amortization |
|
8,502 |
|
|
0.9% |
|
|
7,623 |
|
|
0.9% |
Total costs and expenses |
|
84,696 |
|
|
9.2% |
|
|
84,835 |
|
|
10.1% |
|
|
|
|
|
|
|
|
|
|
||
Operating income |
$ |
24,051 |
|
|
2.6% |
|
$ |
19,759 |
|
|
2.4% |
Revenue
Revenue increased 9.6% to $919.6 million in 2021 from $838.9 million in 2020. Intermodal revenue increased 6% to $506 million primarily due to a 2% increase in volume as well as higher pricing. Logistics revenue increased 8% to $217 million primarily due to growth of our retail supplier solutions services and the contribution of NSD, partially offset by the impact of lost customers. Truck brokerage revenue increased 30% to $127 million due to a 36% increase in revenue per load (price, fuel, and mix), partially offset by a 6% decrease in volume. Dedicated revenue increased 11% to $69 million primarily due to growth with new and existing accounts, partially offset by business we exited.
Transportation Costs
Transportation costs increased 10.4% to $810.8 million in 2021 from $734.3 million in 2020. Transportation costs in 2021 consisted of purchased transportation costs of $647.5 million and equipment and driver related costs of $163.3 million. In 2020, purchased transportation costs were $568.7 million and equipment and driver related costs were $165.5 million. The 13.8% increase in purchased transportation costs was primarily due to increased usage, capacity constraints in the market which resulted in higher costs and an increase in intermodal volume, partially offset by a decrease in truck brokerage volume. Equipment and driver related costs
15
decreased 1.3% in 2021 primarily due to lower driver costs and decreased equipment depreciation expense, partially offset by an increase in repairs and maintenance expense.
Gross Margin
Gross margin increased 4.0% to $108.7 million in 2021 from $104.6 million in 2020. As a percentage of revenue, gross margin decreased to 11.8% in 2021 from 12.5% in 2020. The $4.2 million gross margin increase was the result of increases in Logistics, Truck Brokerage, and Dedicated, partially offset by a decrease in Intermodal. Intermodal gross margin decreased primarily due to increased purchased transportation costs, the impact of winter storms and higher equipment repositioning costs, partially offset by a 2.1% increase in volume and improved pricing to customers. Intermodal gross margin as a percentage of revenue decreased 190 basis points. Logistics gross margin increased primarily due to actions we have taken to improve profitability, higher revenue, and the contribution of NSD, partially offset by higher warehousing costs. Logistics gross margin as a percentage of revenue increased 180 basis points. Truck brokerage gross margin increased primarily due to revenue per load growth in both contractual and transactional freight, partially offset by the impact of higher purchased transportation costs. Truck brokerage gross margin as a percentage of revenue decreased 110 basis points. Dedicated gross margin increased primarily due to our profit improvement actions and growth in revenue, partially offset by higher driver costs. Dedicated gross margin as a percentage of revenue decreased 90 basis points.
CONSOLIDATED OPERATING EXPENSES
Salaries and Benefits
Salaries and benefits increased to $57.0 million in 2021 from $50.9 million in 2020. As a percentage of revenue, salaries and benefits increased to 6.2% in 2021 from 6.1% in 2020.
The salaries and benefits increase of $6.1 million is primarily due to the addition of NSD, as well as increases in incentive compensation of $6.7 million, restricted stock and payroll tax expense of $0.6 million each, and $0.3 million of commission expense. These increases were partially offset by a reduction in severance expense.
Headcount as of March 31, 2021 and 2020 was 1,958 and 1,971, respectively, which excludes drivers, as driver costs are included in transportation costs. The decrease in headcount is primarily due to technology driven efficiencies and improved processes, partially offset by the addition of NSD employees.
General and Administrative
General and administrative expenses decreased to $19.2 million in 2021 from $26.3 million in 2020. These expenses, as a percentage of revenue, decreased to 2.1% in 2021 from 3.1% in 2020. The decrease of $7.1 million in general and administrative was primarily due to a $3.4 million decrease in professional services primarily related to decreased legal expenses and completion of consulting projects, a $2.0 million net increase in gain on sale of property and equipment, and a $1.1 million decrease in travel, meals and entertainment, partially offset by additional costs from NSD.
Depreciation and Amortization
Depreciation and amortization increased to $8.5 million in 2021 from $7.6 million 2020. This expense as a percentage of revenue was consistent from 2020 to 2021 at 0.9% of revenue. This increase was related primarily to the amortization of the NSD other intangibles.
Other Income (Expense)
Other expense decreased to $2.0 million in 2021 from $2.3 million in 2020 due to lower interest expense on debt related to equipment purchases.
Provision for Income Taxes
The provision for income taxes increased to $4.8 million in 2021 from $4.2 million in 2020. We provided for income taxes using an effective rate of 21.9% in 2021 and an effective rate of 24.3% in 2020. The 2021 effective tax rate was lower primarily due to the expiration of a statute of limitations causing the reversal of unrecognized tax benefits in the first quarter of 2021.
Net Income
Net income increased to $17.2 million in 2021 from $13.2 million in 2020 due primarily to increased gross margin, lower costs and expenses and a lower provision for income taxes.
16
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 2021, we funded operations, capital expenditures, finance leases, repayments of debt and the purchase of our stock related to employee withholding upon vesting of restricted stock through cash flows from operations, proceeds from the issuance of long-term debt and cash on hand. We believe that our cash, cash flows from operations and borrowings available under our credit agreement will be sufficient to meet our cash needs for at least the next twelve months.
Cash provided by operating activities for the three months ended March 31, 2021 was $127.4 million, which resulted primarily from changes in operating assets and liabilities of $70.5 million, non-cash charges of $39.7 million and net income of $17.2 million.
Cash provided by operating activities increased $86.7 million in 2021 versus 2020. The increase was due to a positive change of $78.8 million in operating assets and liabilities, a $4.0 million increase in net income and a $3.9 million increase in non-cash items.
The increase in the change of operating assets and liabilities of $78.8 million was caused by increases in the change of accrued expenses of $47.2 million, accounts receivable of $17.9 million, accounts payable of $17.1 million, prepaid taxes of $0.4 million and other assets of $0.3 million, partially offset by decreases in restricted investments of $2.8 million, non-current liabilities of $1.1 million and prepaid expenses of $0.2 million. The positive change in non-cash items of $3.9 million was due to increases in deferred taxes of $3.6 million, depreciation and amortization of $1.5 million and compensation expense related to stock-based compensation plans of $1.0 million. These increases were partially offset by gains on the sale of fixed assets of $2.0 million in 2021 and a decrease in other operating activities of $0.2 million.
Net cash provided by investing activities for the three months ended March 31, 2021 was $5.4 million. Proceeds from the sale of equipment were $14.9 million. Capital expenditures of $9.5 million related primarily to technology investments of $4.6 million, tractors of $2.6 million, trailers of $2.1 million and the remainder for leasehold improvements.
Net cash used in investing activities for the quarter ended March 31, 2020 was $25.0 million. The change from net cash used in investing activities in 2020 to net cash provided by investing activities in 2021 of $30.4 million was due primarily to a decrease in capital expenditures of $16.0 million related primarily to fewer purchases in 2021 of containers, trailers, technology development and construction of a new building on our corporate headquarters campus and the increase in proceeds from the sale of equipment of $14.4 million in 2021.
We estimate capital expenditures for the remainder of 2021 will range from $155 million to $165 million and will primarily consist of purchases for tractors, trailers and containers to support growth in our business, as well as technology investments. We plan to fund these expenditures with a combination of cash and debt.
The net cash used in financing activities for the three months ended March 31, 2021 of $31.0 million resulted from the repayment of long-term debt of $33.4 million, stock withheld for payments of withholding taxes of $3.7 million and finance lease payments of $0.8 million, partially offset by proceeds from the issuance of long-term debt of $6.9 million.
Net cash provided by financing activities for the quarter ended March 31, 2020 was $92.6 million. The change from net cash provided by financing activities in 2020 to net cash used in financing activities in 2021 of $123.6 million was primarily due to a decrease of proceeds from the issuance of debt of $114.6 million, including the $100.0 million borrowed under our revolving line of credit in the first quarter of 2020, and an increase in the repayment of long-term debt of $9.0 million.
As a result of anticipated favorable timing differences, primarily related to depreciation, we expect our cash paid for income taxes in 2021 to be less than our income tax expense.
We have standby letters of credit that expire in 2021. As of March 31, 2021, our letters of credit were $37.4 million.
Our unused and available borrowings were $312.6 million as of March 31, 2021 and $312.3 million as of December 31, 2020. We were in compliance with our debt covenants as of March 31, 2021 and December 31, 2020.
We are continually evaluating the possible effects of current economic conditions and reasonable and supportable economic forecasts in operational cash flows, including the risks of declines in the overall freight market and our customers’ liquidity and ability to pay. We are monitoring working capital on a daily basis and are in frequent communications with our customers.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk as of March 31, 2021 from that presented in our 2020 10-K.
Item 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. As of March 31, 2021, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2021.
17
(b) Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
On December 9, 2020, we completed the acquisition of NSD. We are currently integrating processes, employees, technologies and operations. Management will continue to evaluate our internal controls over financial reporting as we complete our integration.
18
PART II. Other Information
Item 1. Legal Proceedings
During the three months ended March 31, 2021, there have been no material developments from the legal proceedings disclosed in our 2020 10-K.
Item 1A. Risk Factors
Investing in shares of our stock involves certain risks, including those identified and described in Part I, Item 1A of our 2020 10-K, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Forward-Looking Information” in Part I, Item 2 of this Quarterly Report on Form 10-Q and in our other filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 28, 2019, our Board of Directors authorized the purchase of up to $100 million of our Class A Common Stock. Under the program, the shares may be repurchased in the open market or in privately negotiated transactions, from time to time subject to market and other conditions. We made no purchases under this authorization during the first quarter of 2021 and 2020. The approved share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended, or discontinued at any time.
We purchased 65,979 shares for $3.8 million during the first quarter of 2021 and 71,717 shares for $3.8 million during the first quarter of 2020 related to employee withholding upon vesting of restricted stock. The table below gives information on a monthly basis regarding the number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of restricted stock during the first quarter of 2021:
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Total Number of |
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Number of |
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Part of Publicly |
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the Plan |
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Purchased |
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|
Per Share |
|
|
Announced Plan |
|
|
(in 000’s) |
|
||||
1/1/2021 - 1/31/2021 |
|
63,349 |
|
|
$ |
57.00 |
|
|
|
- |
|
|
$ |
75,002 |
|
2/1/2021 - 2/28/2021 |
|
2,630 |
|
|
$ |
56.29 |
|
|
|
- |
|
|
$ |
75,002 |
|
3/1/2021 - 3/31/2021 |
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
75,002 |
|
Total |
|
65,979 |
|
|
$ |
56.97 |
|
|
|
- |
|
|
$ |
75,002 |
|
19
Item 6. Exhibits
The exhibits included as part of the Form 10-Q are set forth in the Exhibit Index immediately preceding such Exhibits.
EXHIBIT INDEX
Exhibit No. |
Description |
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
101 |
Interactive data files for the following financial statements and footnotes from the Hub Group, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in iXBRL: (i) Consolidated Balance Sheets; (ii) Unaudited Consolidated Statements of Income and Other Comprehensive Income; (iii) Unaudited Consolidated Statements of Stockholders Equity; (iv) Cash Flows Unaudited Consolidated Statements of Cash Flows; and (v) Notes to Unaudited Consolidated Financial Statements. |
104 |
The cover page from Hub Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (formatted in Inline XBRL and included in Exhibit 101).
|
20
SIGNATURE
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: |
May 7, 2021 |
/s/ Geoffrey F. DeMartino |
|
Geoffrey F. DeMartino |
|
|
Executive Vice President, Chief Financial |
|
|
Officer and Treasurer |
|
|
(Principal Financial Officer) |
|
|
|
|
|
/s/ Kevin W. Beth |
|
|
Kevin W. Beth |
|
|
Executive Vice President, Chief |
|
|
Accounting Officer |
|
|
(Principal Accounting Officer) |
|
21
Exhibit 31.1
CERTIFICATION
I, David P. Yeager, certify that:
Date: May 7, 2021 |
|
|
|
|
/s/ David P. Yeager |
|
Name: David P. Yeager |
|
Title: Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Geoffrey F. DeMartino, certify that:
Date: May 7, 2021 |
|
|
|
|
/s/ Geoffrey F. DeMartino |
|
Name: Geoffrey F. DeMartino |
|
Title: Executive Vice President, |
|
Chief Financial Officer and Treasurer |
Exhibit 32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following statement is provided by the undersigned to accompany the Form 10-Q for the quarter ended March 31, 2021 of Hub Group, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be deemed filed pursuant to any provision of the Exchange Act of 1934 or any other securities law.
Each of the undersigned certifies that the foregoing Report on Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Hub Group, Inc.
Date: May 7, 2021
/s/ David P. Yeager |
|
/s/ Geoffrey F. DeMartino |
David P. Yeager |
|
Geoffrey F. DeMartino |
Chairman and Chief Executive Officer |
|
Executive Vice President, Chief Financial Officer and Treasurer |
Hub Group, Inc. |
|
Hub Group, Inc. |