View:
United States securities and exchange commission logo
September 2, 2020
Geoffrey F. DeMartino
Chief Financial Officer
Hub Group, Inc.
2000 Clearwater Drive
Oak Brook, Illinois 60523
Re: Hub Group, Inc.
10-K for Fiscal
Year Ended December 31, 2019
Form 8-K filed
February 6, 2020
File No. 000-27754
Dear Mr. DeMartino:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting
Policies, page 37
1. Please tell us whether
the four business lines (i.e., intermodal, truck brokerage, logistics,
and dedicated)
identified in your Form 10-K constitute operating segments pursuant to
FASB ASC 280-10-50.
Your response should explain whether the operating results for
these business lines
are regularly reviewed by your chief operating decision maker
("CODM") to make
resource allocation decisions and assess performance. Include
information regarding
the following with your response:
The title of the
CODM, a description of their role, and each of the individuals who
report to the CODM;
The financial
information regularly provided to the CODM and how frequently it is
prepared;
Geoffrey F. DeMartino
Hub Group, Inc.
September 2, 2020
Page 2
How often the CODM meets with their direct reports, the financial
information
discussed in those meetings, and who else attends those meetings,
and;
Whether there are individuals held accountable for your business
lines and who these
individuals report to.
In addition, tell us about any relevant changes related to the new
operating structure
referred to in your second quarter 2020 earnings conference call.
Form 8-K filed February 6, 2020
Exhibit 99.1
2. The reconciliation of GAAP to non-GAAP financial measures in your Form
8-K appears
to be a non-GAAP income statement. Note that this presentation is
considered to give
greater prominence to non-GAAP measures. In addition, note that adjusted
earnings per
share should be reconciled to GAAP earnings per share. Revise your
disclosure
accordingly. Refer to Items 10(e)(1)(i)(A) and (B) of Regulation S-K and
questions
102.05 and 102.10 of the Compliance & Disclosure Interpretations
regarding Non-GAAP
Financial Measures.
3. We note that you calculate free cash flow as net cash provided by
operating activities
adjusted for proceeds from sale of equipment and purchases of property
and
equipment. As free cash flow is typically calculated as cash flows from
operating
activities less capital expenditures, revise your presentation to clearly
describe how your
measure of free cash flow is calculated. Refer to question 102.07 of the
Compliance
& Disclosure Interpretations regarding Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at (202) 551-3311 with any questions.
Sincerely,
FirstName LastNameGeoffrey F. DeMartino
Division of
Corporation Finance
Comapany NameHub Group, Inc.
Office of Energy &
Transportation
September 2, 2020 Page 2
cc: Kevin Beth
FirstName LastName