Form 8-K
0000940942 False 0000940942 2023-04-27 2023-04-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2023

_______________________________

Hub Group, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware0-2775436-4007085
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

2001 Hub Group Way

Oak Brook, Illinois 60523

(Address of Principal Executive Offices) (Zip Code)

(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 under 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockHUBGNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Condition.

On April 27, 2023 Hub Group, Inc. issued a press release announcing its first quarter 2023 results from operations. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
   
99.1 Press release issued on April 27, 2023, announcing first quarter 2023 operating results for Hub Group, Inc.
104 The cover page from this Current Report on Form 8-k, formatted in Inline XBRL
 
 

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: April 27, 2023By: /s/ Geoffrey F. DeMartino        
  Geoffrey F. DeMartino
  Executive Vice President, Chief Financial Officer and Treasurer
  


 

EdgarFiling

EXHIBIT 99.1

Hub Group, Inc. Reports First Quarter 2023 Results

Highlights:        

OAK BROOK, Ill., April 27, 2023 (GLOBE NEWSWIRE) -- Hub Group, Inc. (NASDAQ:HUBG) announced first quarter 2023 net income of $62 million, and diluted earnings per share of $1.88. Net income for first quarter 2022 was $88 million, or $2.58 per diluted share.

“Although we are in a softer demand environment the $1.2 billion of revenue we generated in the quarter is the second highest first quarter revenue in the history of our company. Our yield management, cost containment and operating efficiency initiatives resulted in operating income margin of 6.8% of revenue. We continue to execute on our long-term strategy, investing in our core business and technology while diversifying our service offering. We remain focused on managing our costs and capital structure, while supporting our customers with great service and investing for growth to drive success in a variety of market conditions,” said Phil Yeager, Hub Group’s President and Chief Executive Officer.

Changes to Financial Reporting

As we have continued to expand our service offerings and diversify our business we have also made changes to the financial information that our CEO uses to make operating and capital decisions. Beginning with the first quarter of 2023, we concluded that we had two reportable segments: Intermodal and Transportation Solutions (“ITS”) and Logistics. Our ITS Segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics Segment includes our non-asset business lines: managed transportation, truck brokerage, final mile, consolidation, warehousing and fulfillment. In addition, we have made changes to the presentation of certain expenses in our Consolidated Statements of Earnings. Included in this release is an exhibit providing an unaudited historical recast of our Consolidated Statements of Earnings as well as segment financial information for 2022.

First Quarter 2023 Results

Consolidated revenue for the first quarter of 2023 decreased to $1.2 billion as compared to $1.3 billion in first quarter 2022. Purchased transportation and warehousing costs declined as compared to prior year due to lower volumes, reductions in third-party carrier costs per load, and decreased use of third-party carriers for drayage, partially offset by higher equipment and rail costs. Salaries and benefits costs increased $9 million relative to prior year due to $28 million of incremental expense related to growth of our driver and warehouse employee headcount, partially offset by a $19 million reduction in office employee compensation due to lower headcount and lower incentive compensation expense. General and administrative expense increased as compared to prior year due to higher rent expense and higher outside services expense primarily for IT software related to the acquisition of TAGG Logistics, LLC (“TAGG”). Depreciation and amortization expense increased as compared to prior year due to investments in our container and tractor fleets, as well as amortization of intangible assets related to the acquisition of TAGG. Operating income for the quarter was $78 million (6.8% of revenue) as compared to $115 million (8.9% of revenue) in the prior year. EBITDA (non-GAAP)1 for the quarter was $124 million. The first quarter 2023 effective tax rate of 19.4% benefitted primarily from a change in state apportionment methodology.

First quarter ITS Segment revenue was $709 million, as compared to $777 million in the prior year. Intermodal revenue per load for the quarter increased 3% while volume decreased 12% as compared to prior year. Volume for the quarter was impacted by softer demand conditions as retailers’ inventory levels increased from the lows seen in 2021, which impacted demand for our services. Revenue for our Dedicated business line grew 5% in the quarter. ITS operating income decreased to $49 million (7.0% of revenue) as compared to $86 million (11.0% of revenue) in the prior year due to lower volume, higher equipment costs and lower surcharges. These headwinds were partially offset by lower drayage costs as we increased the portion of drayage handled on our own fleet to 74% in first quarter 2023 as compared to 58% in the prior year, as well as an improvement in profitability at our Dedicated service line.

First quarter Logistics Segment revenue was $469 million, as compared to $541 million in the prior year. The decline in revenue was driven by lower revenue per load in our brokerage business line and lower managed transportation business line revenue, partially offset by revenue from TAGG. First quarter operating income was 6.1% of revenue as compared to 5.4% last year. Operating income was unchanged at $29 million, as lower revenue was offset by lower purchased transportation costs and our yield management initiatives.

Capital expenditures for the first quarter of 2023 totaled $27 million. As of March 31, 2023, we had cash and cash equivalents of $343 million.  

2023 Outlook

We expect our 2023 diluted earnings per share will range from $6.00 to $7.00. We estimate revenue will range from $4.6 to $4.8 billion. We project our effective tax rate for the year will be 23.5-24.5%. We expect capital expenditures for containers, tractors, warehousing equipment and technology will range from $140 to $150 million.

Non-GAAP Financial Measure

In this press release, we present EBITDA, a non-GAAP financial measure of profitability defined as earnings before interest, taxes, depreciation and amortization. As required by the rules of the Securities and Exchange Commission (“SEC”), we have provided herein a reconciliation of this non-GAAP financial measure to Net Income, the most directly comparable measure under GAAP. Management believes that EBITDA provides relevant and useful information, which is used by our management as well as by many analysts, investors and competitors in our industry. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. EBITDA should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP, and is not necessarily comparable to non-GAAP measures that may be presented by other companies.   

CONFERENCE CALL

Hub Group, Inc. will hold a conference call at 5:00 p.m. Eastern Time on April 27, 2023 to discuss our first quarter 2022 results.

Hosting the conference call will be Phil Yeager, President and CEO. Also participating on the call will be Brian Alexander, Chief Operating Officer, and Geoff DeMartino, Executive Vice President, Chief Financial Officer and Treasurer.

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 pre-register at

https://register.vevent.com/register/BIeccf0be1980b42baab60bc9181ac7ce1

to receive the dial-in number and unique PIN. On the day of the call, dial in approximately ten minutes prior to the scheduled call time and enter the unique participant 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.

CERTAIN FORWARD-LOOKING STATEMENTS: Statements in this press release that are not historical may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. Forward-looking statements are inherently uncertain and subject to risks, uncertainties and other factors that might cause the actual performance of Hub Group, Inc. to differ materially from those expressed or implied by this discussion and, therefore, should be viewed with caution. All forward-looking statements and information are provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally may be identified by the use of forward-looking terminology such as “trends”, “assumptions”, “target”, “guidance”, “outlook”, “opportunity”, “future”, “plans”, “goals”, “objectives”, “expects”, “anticipate”, “expected”, “may”, “will”, “would”, “could”, “intend”, “believe”, “potential”, “projected”, “estimate” (or the negative or derivative of each of these terms), or similar words, and include our statements regarding our outlook, profit improvement initiatives and capital expenditures. These statements are based on Hub Group’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. Factors that could cause actual results to differ materially include, among other things, general or regional economic conditions, including inflation and changes in trade policy; the effect of the ongoing COVID-19 pandemic (including any spikes, outbreaks or variants of the virus) and any future government actions taken in response to the pandemic, on our business operations and general economic and financial market conditions; governmental or regulatory requirements affecting tax, wage and hour matters, health and safety, labor and employment, insurance or other areas; shipping and intermodal costs and prices, the integration of acquisitions and expenses relating thereto; driver shortages; the amount and timing of strategic investments or divestitures by Hub Group; the failure to implement and integrate critical information technology systems; cyber security incidents; and retail and other customers encountering adverse economic conditions. Further information on these factors and other risks that may affect the Hub Group’s business is included in filings it makes with the SEC from time to time, including but not limited to those discussed under the “Risk Factors” section in Hub Group’s Form 10-K for the fiscal year ended December 31, 2022, and other filings with the SEC and in other investor communications of Hub Group from time to time. Hub Group assumes no obligation to update any such forward-looking statements.

SOURCE:   Hub Group, Inc.

CONTACT: Geoff DeMartino of Hub Group, Inc., +1-630-271-3623


HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(unaudited)
            
       Three Months Ended March 31,
        2023   2022 
        % of  % of
       AmountRevenue AmountRevenue
Operating revenue   $1,152,265 100.0% $1,298,123 100.0%
            
Operating expenses:        
 Purchased transportation and warehousing   866,931 75.2%  995,265 76.7%
 Salaries and benefits    137,431 11.9%  128,739 9.9%
 Depreciation and amortization   35,449 3.1%  31,289 2.4%
 Insurance and claims    12,683 1.1%  9,293 0.7%
 General and administrative    25,541 2.2%  23,222 1.8%
 Gain on sale of assets, net    (3,975)-0.3%  (4,745)-0.4%
Total operating expenses    1,074,060 93.2%  1,183,063 91.1%
            
Operating income    78,205 6.8%  115,060 8.9%
            
Other income (expense):        
 Interest expense, net    (1,594)-0.1%  (1,698)-0.1%
 Other, net    39 0.0%  131 0.0%
Total other expense, net    (1,555)-0.1%  (1,567)-0.1%
            
Income before provision for income taxes   76,650 6.7%  113,493 8.8%
            
Provision for income taxes    14,870 1.3%  25,990 2.0%
            
Net income   $61,780   $87,503  
            
Earnings per share        
 Basic   $1.90   $2.60  
 Diluted   $1.88   $2.58  
            
Basic weighted average number of shares outstanding   32,549    33,644  
Diluted weighted average number of shares outstanding   32,838    33,966  
            


HUB GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
        March 31, December 31,
         2023   2022 
        (unaudited)  
ASSETS       
 CURRENT ASSETS:     
  Cash and cash equivalents $342,570  $286,642 
  Accounts receivable trade, net  696,789   716,190 
  Accounts receivable other  4,300   3,967 
  Prepaid taxes   9,382   16,987 
  Prepaid expenses and other current assets 19,297   32,914 
    TOTAL CURRENT ASSETS  1,072,338   1,056,700 
           
 Restricted investments   19,187   18,065 
 Property and equipment, net  776,656   783,683 
 Right-of-use assets - operating leases  174,194   102,114 
 Right-of-use assets - financing leases  4,357   1,194 
 Other intangibles, net   190,235   197,386 
 Goodwill    629,407   629,402 
 Other assets   21,608   21,537 
    TOTAL ASSETS $2,887,982  $2,810,081 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY   
 CURRENT LIABILITIES:    
  Accounts payable trade $330,260  $344,751 
  Accounts payable other  12,343   15,563 
  Accrued payroll   28,673   66,669 
  Accrued other   130,909   132,324 
  Lease liability - operating leases  35,248   29,547 
  Lease liability - financing leases  2,375   1,175 
  Current portion of long term debt  97,899   101,741 
    TOTAL CURRENT LIABILITIES 637,707   691,770 
           
 Long term debt   236,160   240,724 
 Non-current liabilities   47,725   43,505 
 Lease liability - operating leases  145,612   78,557 
 Lease liability - financing leases  1,890   - 
 Deferred taxes   159,840   155,923 
           
 STOCKHOLDERS' EQUITY:    
  Preferred stock, $.01 par value; 2,000,000 shares authorized;   
   no shares issued or outstanding in 2023 and 2022. -   - 
  Common stock     
   Class A: $.01 par value; 97,337,700 shares authorized; 41,312,185   
    shares issued in both 2023 and 2022; 32,760,635 shares outstanding   
    in 2023 and 32,646,621 shares outstanding in 2022. 413   413 
   Class B: $.01 par value; 662,300 shares authorized;   
    574,903 shares issued and outstanding in both 2023 and 2022. 6   6 
           
  Additional paid-in capital  206,111   208,165 
  Purchase price in excess of predecessor basis, net of tax   
  benefit of $10,306   (15,458)  (15,458)
  Retained earnings   1,843,362   1,781,582 
  Accumulated other comprehensive loss (180)  (214)
  Treasury stock; at cost, 8,551,550 shares in 2023   
   and 8,665,564 shares in 2022  (375,206)  (374,892)
   TOTAL STOCKHOLDERS' EQUITY 1,659,048   1,599,602 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$2,887,982  $2,810,081 
           


HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
           
        Three Months Ended March 31,
         2023   2022 
           
           
Cash flows from operating activities:    
 Net income  $61,780  $87,503 
 Adjustments to reconcile net income    
  to net cash provided by operating activities:   
   Depreciation and amortization  45,810   35,193 
   Deferred taxes   4,901   5,286 
   Compensation expense related to share-based compensation plans 5,238   4,719 
   Gain on sale of assets, net  (3,975)  (4,745)
 Changes in operating assets and liabilities, net of acquisitions:   
   Restricted investments  (1,122)  2,759 
   Accounts receivable, net  18,951   (65,288)
   Prepaid taxes   7,605   535 
   Prepaid expenses and other current assets 13,617   3,403 
   Other assets   (653)  (1,516)
   Accounts payable   (17,705)  7,771 
   Accrued expenses   (40,065)  7,130 
   Non-current liabilities  (5,007)  (2,540)
    Net cash provided by operating activities 89,375   80,210 
           
Cash flows from investing activities:    
 Proceeds from sale of equipment  10,172   6,444 
 Purchases of property and equipment  (26,845)  (30,927)
 Acquisitions, net of cash acquired  108   - 
    Net cash used in investing activities (16,565)  (24,483)
           
Cash flows from financing activities:    
 Repayments of long term debt  (29,237)  (26,024)
 Stock withheld for payments of withholding taxes (7,606)  (5,585)
 Finance lease payments   (888)  (526)
 Proceeds from issuance of debt  20,831   23,512 
    Net cash used in financing activities (16,900)  (8,623)
           
           
 Effect of exchange rate changes on cash and cash equivalents 18   8 
           
Net increase in cash and cash equivalents 55,928   47,112 
Cash and cash equivalents beginning of period 286,642   159,784 
Cash and cash equivalents end of period $342,570  $206,896 
           


HUB GROUP, INC.
FINANCIAL INFORMATION BY SEGMENT
(in thousands)
(unaudited)
    
 Three Months
 Ended March 31,
Operating Revenue 2023   2022 
Intermodal and Transportation Services$709,249  $776,570 
Logistics 469,141   540,984 
Inter-segment eliminations (26,125)  (19,431)
Total operating revenue$1,152,265  $1,298,123 
    
    
 Three Months
 Ended March 31,
Operating Income 2023   2022 
Intermodal and Transportation Services$49,379  $85,696 
Logistics 28,826   29,364 
Total operating income$78,205  $115,060 
    
    
 Three Months
 Ended March 31,
Depreciation and Amortization 2023   2022 
Intermodal and Transportation Services$27,142  $24,375 
Logistics 8,307   6,914 
Total depreciation and amortization$35,449  $31,289 
    


RECONCILIATION OF NET INCOME TO EBITDA (1)
(in thousands)
(unaudited)
     
 Three Months
 Ended March 31,
     
  2023   2022 
     
Net Income$61,780  $87,503 
     
Interest Expense, net 1,594   1,698 
     
Depreciation and Amortization 45,810   35,193 
     
Provision for Income Taxes 14,870   25,990 
     
EBITDA$124,054  $150,384 
     

(1) See the “Non-GAAP Financial Measure” section of this release for the definition of EBITDA and a discussion of this non-GAAP financial measure.

HUB GROUP, INC.
FINANCIAL INFORMATION BY SEGMENT
(in thousands)
(unaudited)
      
  2022 
Operating RevenueQ1Q2Q3Q4YTD
Intermodal and Transportation Solutions$776,570 $875,150 $856,001 $804,710 $3,312,431 
Logistics 540,984  548,613  525,178  507,043  2,121,818 
Inter-segment eliminations (19,431) (22,307) (25,772) (26,249) (93,759)
Total operating revenue$1,298,123 $1,401,456 $1,355,407 $1,285,504 $5,340,490 
      
      
  2022 
Operating IncomeQ1Q2Q3Q4YTD
Intermodal and Transportation Solutions$85,696 $100,601 $86,773 $75,467 $348,537 
Logistics 29,364  37,035  30,966  28,819  126,184 
Total operating income$115,060 $137,636 $117,739 $104,286 $474,721 
      
      
  2022 
Depreciation and AmortizationQ1Q2Q3Q4YTD
Intermodal and Transportation Solutions$24,375 $25,383 $26,020 $26,501 $102,279 
Logistics 6,914  6,861  7,522  8,213  29,510 
Total depreciation and amortization$31,289 $32,244 $33,542 $34,714 $131,789 
      

 

HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(unaudited)
       2022 
      Q1Q2Q3Q4YTD
Operating revenue  $1,298,123 $1,401,456 $1,355,407 $1,285,504 $5,340,490 
           
Operating expenses:       
 Purchased transportation and warehousing  995,265  1,062,983  1,023,051  955,204  4,036,503 
 Salaries and benefits   128,739  129,499  137,666  147,106  543,010 
 Depreciation and amortization  31,289  32,244  33,542  34,714  131,789 
 Insurance and claims   9,293  10,645  17,615  20,511  58,064 
 General and administrative   23,222  36,213  34,382  26,762  120,579 
 Gain on sale of assets, net   (4,745) (7,764) (8,588) (3,079) (24,176)
Total operating expenses   1,183,063  1,263,820  1,237,668  1,181,218  4,865,769 
           
Operating income   115,060  137,636  117,739  104,286  474,721 
           
Other income (expense):       
 Interest expense, net   (1,698) (1,402) (2,150) (1,382) (6,632)
 Other, net   131  (195) (384) 317  (131)
Total other expense, net   (1,567) (1,597) (2,534) (1,065) (6,763)
           
Income before provision for income taxes  113,493  136,039  115,205  103,221  467,958 
           
Provision for income taxes   25,990  33,193  27,880  23,947  111,010 
           
Net income  $87,503 $102,846 $87,325 $79,274 $356,948