Hub Group, Inc. - Quarter Report: 2008 April (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
For
the
quarterly period ended March 31, 2008 or
[
]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
transition period from ________ to ________
Commission
file number: 0-27754
HUB
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
36-4007085
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
3050
Highland Parkway, Suite 100
Downers
Grove, Illinois 60515
(Address,
including zip code, of principal executive offices)
(630)
271-3600
(Registrant’s
telephone number, including area code)
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. Yes X
No
Indicate
by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer or a smaller reporting company. See definition
of "accelerated filer", "accelerated filer" and "smaller reporting
company" in Rule 12-b of the Exchange Act. (Check
one):
Large
Accelerated Filer X Accelerated
Filer Non-Accelerated
Filer __ Smaller Reporting Company
Indicate
by check mark whether the
registrant is a shell company (as defined in Rule 12-b-2 of the Exchange
Act). Yes__ No X
On
April 24, 2008, the registrant had
36,973,041 outstanding shares of Class A common stock, par value $.01 per
share,
and 662,296 outstanding shares of Class B common stock, par value $.01 per
share.
HUB
GROUP, INC.
INDEX
Page
|
|
PART
I. Financial Information:
|
|
Hub
Group, Inc. - Registrant
|
|
Condensed
Consolidated Balance Sheets – March 31, 2008 (unaudited) and December 31,
2007
|
3
|
Unaudited
Condensed Consolidated Statements of Income - Three Months Ended
March 31,
2008 and 2007
|
4
|
Unaudited
Condensed Consolidated Statement of Stockholders’ Equity - Three Months
Ended
March
31, 2008
|
5
|
Unaudited
Condensed Consolidated Statements of Cash Flows - Three Months Ended
March
31, 2008 and 2007
|
6
|
Notes
to Unaudited Condensed Consolidated Financial Statements
|
7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
Quantitative
and Qualitative Disclosures related to Market Risk
|
14
|
Controls
and Procedures
|
14
|
PART
II. Other Information
|
15
|
Item 1. Financial Statements | ||||||||
HUB
GROUP, INC.
|
||||||||
UNAUDITED
CONSOLIDATED BALANCE SHEETS
|
||||||||
(in
thousands, except share amounts)
|
||||||||
March
31,
2008
|
December
31,
2007
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 38,878 | $ | 38,002 | ||||
Accounts
receivable
|
||||||||
Trade,
net
|
164,170 | 160,944 | ||||||
Other
|
7,325 | 9,828 | ||||||
Prepaid
taxes
|
86 | 86 | ||||||
Deferred
taxes
|
3,945 | 5,044 | ||||||
Prepaid
expenses and other current assets
|
3,740 | 4,318 | ||||||
TOTAL
CURRENT ASSETS
|
218,144 | 218,222 | ||||||
Restricted
investments
|
7,452 | 5,206 | ||||||
Property
and equipment, net
|
28,858 | 29,662 | ||||||
Other
intangibles, net
|
6,945 | 7,056 | ||||||
Goodwill,
net
|
230,448 | 230,448 | ||||||
Other
assets
|
1,237 | 1,373 | ||||||
TOTAL
ASSETS
|
$ | 493,084 | $ | 491,967 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
||||||||
Trade
|
$ | 123,815 | $ | 123,020 | ||||
Other
|
8,387 | 6,683 | ||||||
Accrued
expenses
|
||||||||
Payroll
|
8,372 | 16,446 | ||||||
Other
|
27,157 | 33,063 | ||||||
Related
party payable
|
- | 5,000 | ||||||
TOTAL
CURRENT LIABILITIES
|
167,731 | 184,212 | ||||||
Non-current
liabilities
|
9,407 | 9,708 | ||||||
Deferred
taxes
|
49,281 | 47,148 | ||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Preferred
stock, $.01 par value; 2,000,000 shares
authorized; no shares issued or outstanding in 2008 and
2007
|
- | - | ||||||
Common
stock
|
||||||||
Class
A: $.01 par value; 97,337,700 shares authorized and
41,224,792 shares issued in 2008 and 2007; 36,975,979
outstanding in 2008 and 36,666,731 outstanding in 2007
|
412 | 412 | ||||||
Class
B: $.01 par value; 662,300 shares authorized; 662,296 shares
issued and outstanding in 2008 and 2007
|
7 | 7 | ||||||
Additional
paid-in capital
|
171,401 | 176,657 | ||||||
Purchase
price in excess of predecessor basis, net of tax benefit of
$10,306
|
(15,458 | ) | (15,458 | ) | ||||
Retained
earnings
|
219,177 | 206,042 | ||||||
Treasury
stock; at cost, 4,248,813 shares in 2008 and 4,558,061 shares in
2007
|
(108,874 | ) | (116,761 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
266,665 | 250,899 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 493,084 | $ | 491,967 |
See
notes
to unaudited condensed consolidated financial statements.
3
HUB
GROUP, INC.
|
||||||||
UNAUDITED
CONSOLIDATED STATEMENTS OF INCOME
|
||||||||
(in
thousands, except per share amounts)
|
||||||||
Three
Months
|
||||||||
Ended
March 31,
|
||||||||
2008
|
2007
|
|||||||
Revenue
|
$ | 424,995 | $ | 393,297 | ||||
Transportation
costs
|
367,493 | 336,636 | ||||||
Gross
margin
|
57,502 | 56,661 | ||||||
Costs
and expenses:
|
||||||||
Salaries
and benefits
|
25,363 | 25,610 | ||||||
General
and administrative
|
10,150 | 11,601 | ||||||
Depreciation
and amortization
|
1,001 | 1,172 | ||||||
Total
costs and expenses
|
36,514 | 38,383 | ||||||
Operating
income
|
20,988 | 18,278 | ||||||
Other
income (expense):
|
||||||||
Interest
expense
|
(26 | ) | (21 | ) | ||||
Interest
and dividend income
|
338 | 645 | ||||||
Other,
net
|
95 | 3 | ||||||
Total
other income
|
407 | 627 | ||||||
Income
before provision for income taxes
|
21,395 | 18,905 | ||||||
Provision
for income taxes
|
8,260 | 7,486 | ||||||
Net
income
|
$ | 13,135 | $ | 11,419 | ||||
Basic
earnings per common share
|
$ | 0.35 | $ | 0.29 | ||||
Diluted
earnings per common share
|
$ | 0.35 | $ | 0.29 | ||||
Basic
weighted average number of shares outstanding
|
37,101 | 39,257 | ||||||
Diluted
weighted average number of shares outstanding
|
37,405 | 39,766 |
See
notes
to unaudited condensed consolidated financial statements.
4
HUB
GROUP, INC
|
||||
UNAUDITED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
||||
For
the three months ended March 31, 2008
|
||||
(in
thousands, except shares)
|
||||
March
31,
|
||||
2008
|
||||
Class
A & B Common Stock Shares Outstanding
|
||||
Beginning
of year
|
37,329,027 | |||
Purchase
of treasury shares
|
(24,785 | ) | ||
Treasury
shares issued for restricted stock and stock options
exercised
|
334,033 | |||
Ending
balance
|
37,638,275 | |||
Class
A & B Common Stock Amount
|
||||
Beginning
of year
|
$ | 419 | ||
Ending
balance
|
419 | |||
Additional
Paid-in Capital
|
||||
Beginning
of year
|
176,657 | |||
Exercise
of non-qualified stock options
|
(2,855 | ) | ||
Share-based
compensation expense
|
1,171 | |||
Tax
benefit of share-based compensation plans
|
1,817 | |||
Issuance
of restricted stock awards, net of forfeitures
|
(5,389 | ) | ||
Ending
balance
|
171,401 | |||
Purchase
Price in Excess of Predecessor Basis, Net of Tax
|
||||
Beginning
of year
|
(15,458 | ) | ||
Ending
balance
|
(15,458 | ) | ||
Retained
Earnings
|
||||
Beginning
of year
|
206,042 | |||
Net
income
|
13,135 | |||
Ending
balance
|
219,177 | |||
Treasury
Stock
|
||||
Beginning
of year
|
(116,761 | ) | ||
Purchase
of treasury shares
|
(672 | ) | ||
Issuance
of restricted stock and exercise of stock options
|
8,559 | |||
Ending
balance
|
(108,874 | ) | ||
Total
stockholders’ equity
|
$ | 266,665 |
See
notes to unaudited condensed
consolidated financial statements.
5
HUB
GROUP, INC.
|
||||||||
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(in
thousands)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 13,135 | $ | 11,419 | ||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
1,706 | 1,804 | ||||||
Deferred
taxes
|
3,232 | 1,652 | ||||||
Compensation
expense related to share-based compensation plans
|
1,171 | 960 | ||||||
Loss
on sale of assets
|
29 | 2 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Restricted
investments
|
(2,246 | ) | (1,261 | ) | ||||
Accounts
receivable, net
|
(723 | ) | 7,803 | |||||
Prepaid
taxes
|
- | 2,033 | ||||||
Prepaid
expenses and other current assets
|
578 | (2,344 | ) | |||||
Other
assets
|
136 | 30 | ||||||
Accounts
payable
|
2,499 | (6,416 | ) | |||||
Accrued
expenses
|
(13,980 | ) | (5,631 | ) | ||||
Deferred
compensation
|
(301 | ) | (637 | ) | ||||
Net
cash provided by operating activities
|
5,236 | 9,414 | ||||||
Cash
flows from investing activities:
|
||||||||
Proceeds
from sale of equipment
|
29 | 15 | ||||||
Purchases
of property and equipment
|
(849 | ) | (2,078 | ) | ||||
Cash
used in acquisition of Comtrak, Inc.
|
(5,000 | ) | (5,000 | ) | ||||
Net
cash used in investing activities
|
(5,820 | ) | (7,063 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from stock options exercised
|
315 | 248 | ||||||
Purchase
of treasury stock
|
(672 | ) | (12,740 | ) | ||||
Excess
tax benefits from share-based compensation
|
1,817 | 1,380 | ||||||
Net
cash provided by (used in) financing activities
|
1,460 | (11,112 | ) | |||||
Net
increase (decrease) in cash and cash equivalents
|
876 | (8,761 | ) | |||||
Cash
and cash equivalents beginning of period
|
38,002 | 43,491 | ||||||
Cash
and cash equivalents end of period
|
$ | 38,878 | $ | 34,730 | ||||
Supplemental
disclosures of cash paid for:
|
||||||||
Interest
|
$ | 26 | $ | 21 | ||||
Income
taxes
|
$ | 4,018 | $ | 232 |
See
notes
to unaudited condensed financial statements.
6
HUB
GROUP, INC.
NOTES
TO UNAUDITED CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
NOTE
1.
Interim Financial Statements
Our
accompanying unaudited condensed
consolidated financial statements of Hub Group, Inc. (“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 condensed or 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 at March 31,
2008 and results of operations for the three months ended March 31, 2008 and
2007.
These
unaudited condensed 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, 2007. Results of
operations in interim periods are not necessarily indicative of results to
be
expected for a full year due partially to seasonality.
NOTE
2.
Earnings Per Share
The
following is a reconciliation of
our earnings per share:
Three
Months Ended
|
Three
Months Ended
|
|||||||||||||||||||||||
March
31, 2008
|
March
31, 2007
|
|||||||||||||||||||||||
(000's) | (000's) | |||||||||||||||||||||||
Income
|
Shares
|
Per
Share Amount
|
Income
|
Shares
|
Per
Share Amount
|
|||||||||||||||||||
Basic
EPS
|
||||||||||||||||||||||||
Net
Income
|
$ | 13,135 | 37,101 | $ | 0.35 | $ | 11,419 | 39,257 | $ | 0.29 | ||||||||||||||
Effect
of Dilutive Securities
|
||||||||||||||||||||||||
Stock
options and restricted stock
|
- | 304 | - | - | 509 | - | ||||||||||||||||||
Diluted
EPS
|
||||||||||||||||||||||||
Net
Income plus assumed exercises and restricted stock
|
$ | 13,135 | 37,405 | $ | 0.35 | $ | 11,419 | 39,766 | $ | 0.29 |
NOTE
3.
Debt
We
had
$47.2 million of unused and available borrowings under our bank revolving line
of credit at March 31, 2008. We were in compliance with our debt
covenants at March 31, 2008.
We
have
standby letters of credit that expire from 2008 to 2012. As of March
31, 2008, the outstanding letters of credit were $2.8 million.
NOTE
4.
Commitments and Contingencies
In
February 2008, we entered into an equipment purchase contract with Singamas
Management Services, Ltd. and Singamas North America, Inc. We agreed
to purchase 1,000 fifty-three foot dry freight steel domestic containers for
approximately $10.0 million. We expect delivery of the 1,000 units
during the summer of 2008. We plan to finance these containers with
operating leases.
7
We
are a
party to litigation incident to our business, including claims for freight
lost
or damaged in transit, freight improperly shipped or improperly billed, property
damage and personal injury. Some of the lawsuits to which we are
party are covered by insurance and are being defended by our insurance
carriers. Some of the lawsuits are not covered by insurance and we
are defending them. Management does not believe that the outcome of
this litigation will have a material adverse effect on our financial
position.
NOTE
5.
New Pronouncements
We
adopted Statement of Financial Accounting Standards No. 157, “Fair Value
Measurements” (SFAS No. 157) effective January 1, 2008 as
required. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. There was no
cumulative effect recorded upon adoption. At March 31, 2008, cash and
cash equivalents and restricted investments include $36.0 million of money
market funds and $7.5 million of mutual funds, respectively, which are reported
at fair value. The fair value measurement of these securities is
based on quoted prices in active markets for identical assets which are defined
as “Level 1” of the fair value hierarchy based on the criteria in SFAS No.
157.
8
HUB
GROUP, INC.
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
OUTLOOK,
RISKS AND UNCERTAINTIES
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,” and
variations of these words and similar expressions are intended to identify
these
forward-looking statements. Forward-looking statements are inherently
uncertain and subject to risks. Such statements should be viewed with
caution. Actual results or experience could differ materially from
the forward-looking statements as a result of many factors. We assume
no liability to update any such forward-looking statements contained in this
quarterly report. Factors that could cause our actual results to
differ materially include:
·
|
the
degree and rate of market growth in the domestic intermodal, truck
brokerage and logistics markets served by
us;
|
·
|
deterioration
in our relationships with existing railroads or adverse changes to
the
railroads’ operating rules;
|
·
|
changes
in rail service conditions or adverse weather
conditions;
|
·
|
further
consolidation of railroads;
|
·
|
the
impact of competitive pressures in the marketplace, including entry
of new
competitors, direct marketing efforts by the railroads or marketing
efforts of asset-based carriers;
|
·
|
changes
in rail, drayage and trucking company
capacity;
|
·
|
railroads
moving away from ownership of intermodal
assets;
|
·
|
equipment
shortages or equipment surplus;
|
·
|
changes
in the cost of services from rail, drayage, truck or other
vendors;
|
·
|
increases
in costs for independent contractors due to regulatory, judicial
and legal
changes;
|
·
|
labor
unrest in the rail, drayage or trucking company
communities;
|
·
|
general
economic and business conditions;
|
·
|
significant
deterioration in our customer’s financial condition, particularly in the
retail sector;
|
·
|
fuel
shortages or fluctuations in fuel
prices;
|
·
|
increases
in interest rates;
|
·
|
changes
in homeland security or terrorist
activity;
|
·
|
difficulties
in maintaining or enhancing our information technology
systems;
|
·
|
changes
to or new governmental regulation;
|
·
|
loss
of several of our largest
customers;
|
·
|
inability
to recruit and retain key
personnel;
|
·
|
inability
to recruit and maintain drivers and owner
operators;
|
·
|
changes
in insurance costs and claims expense;
and
|
·
|
inability
to close and successfully integrate any future business
combinations.
|
EXECUTIVE
SUMMARY
Hub
Group, Inc. (“we”, “us” or “our”) is the largest intermodal marketing
company (“IMC”) in the United States and a full service transportation provider
offering intermodal, truck brokerage and logistics services. We
operate through a nationwide network of operating centers.
As
an
IMC, we arrange for the movement of our customers’ freight in containers and
trailers over long distances. We contract with railroads to provide
transportation for the long-haul portion of the shipment and with local trucking
companies, known as “drayage companies,” for local pickup and
delivery. As part of the intermodal services, we negotiate rail and
drayage rates, electronically track shipments in transit, consolidate billing
and handle claims for freight loss or damage on behalf of our
customers.
Our
drayage services are provided by our subsidiaries, Comtrak Logistics, Inc.
(“Comtrak”) and Quality Services, LLC (“QS”) that assist us in providing
reliable, cost effective intermodal services to our customers. Our
subsidiaries have terminals in Atlanta, Birmingham, Charleston, Charlotte,
Chattanooga, Chicago, Cleveland, Columbus, Dallas, Huntsville, Jacksonville,
Kansas City, Los Angeles, Memphis, Nashville, Perry, Savannah, St. Louis,
Stockton, and Tampa. At March 31, 2008, Comtrak and QS owned 333
tractors, leased 22 tractors, leased or owned 605 trailers and employed 333
drivers and contracted with 921 owner-operators.
9
We
also
arrange for the transportation of freight by truck, providing customers with
another option for their transportation needs. We match the
customers’ needs with carriers’ capacity to provide the most effective service
and price combinations. As part of our truck brokerage services, we
negotiate rates, track shipments in transit and handle claims for freight loss
or damage on behalf of our customers.
Our
logistics service consists of complex transportation management services,
including load consolidation, mode optimization and carrier
management. These service offerings are designed to take advantage of
the increasing trend for shippers to outsource all or a greater portion of
their
transportation needs.
We
have
full time 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.
One
of
our primary goals is to grow our net income. We achieved this growth
through an increase in revenue and margin from our existing transportation
customers and winning new customers. Our yield management group works
with sales and operations to enhance customer margins. Our top 50
customers’ revenue represents approximately 50.0% of our
revenue. During 2007 and 2008, we severed relationships with certain
customers, due to profitability issues and credit issues which impeded our
intermodal revenue growth.
We
use
various performance indicators to manage our business. We closely
monitor margin and gains and losses for our top 50 customers and loads with
negative margins. We also evaluate on-time performance, costs per
load and daily sales outstanding by customer account. Vendor cost
changes and vendor service issues are also monitored closely.
10
RESULTS
OF OPERATIONS
The
following table summarizes our revenue by business line (in
thousands):
Three
Months Ended
|
||||||||||||
March
31,
|
||||||||||||
2008
|
2007
|
%
Change
|
||||||||||
Revenue
|
||||||||||||
Intermodal
|
$ | 302,771 | $ | 287,833 | 5.2 | % | ||||||
Truck
brokerage
|
89,908 | 75,017 | 19.9 | |||||||||
Logistics
|
32,316 | 30,447 | 6.1 | |||||||||
Total
Revenue
|
$ | 424,995 | $ | 393,297 | 8.1 | % |
The
following table includes certain items in the consolidated statement of income
as a percentage of revenue:
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2008
|
2007
|
|||||||
Revenue
|
100.0 | % | 100.0 | % | ||||
Transportation
costs
|
86.5 | 85.6 | ||||||
Gross
margin
|
13.5 | 14.4 | ||||||
Costs
and expenses:
|
||||||||
Salaries
and benefits
|
6.0 | 6.5 | ||||||
General
and administration
|
2.4 | 3.0 | ||||||
Depreciation
and amortization
|
0.2 | 0.3 | ||||||
Total
costs and expenses
|
8.6 | 9.8 | ||||||
Operating
income
|
4.9 | 4.6 | ||||||
Other
income:
|
||||||||
Interest
and dividend income
|
0.1 | 0.2 | ||||||
Total
other income
|
0.1 | 0.2 | ||||||
Income
before provision for income taxes
|
5.0 | 4.8 | ||||||
Provision
for income taxes
|
1.9 | 1.9 | ||||||
Net
income
|
3.1 | % | 2.9 | % |
11
Three
Months Ended March 31, 2008 Compared to the Three Months Ended March 31,
2007
Revenue
Revenue
increased 8.1% to $425.0
million in 2008 from $393.3 million in 2007. Intermodal revenue
increased 5.2% to $302.8 million due primarily to a 3.1% decrease in volume
which was offset by an 8.3% increase in revenue, primarily related to
fuel. Truck brokerage revenue increased 19.9% to $89.9 million due
primarily to an increase in volume, revenue per load from price increases and
mix. Logistics revenue increased 6.1% to $32.3 million primarily as a
result of adding new customers.
Gross
Margin
Gross
margin increased 1.5% to $57.5
million in 2008 from $56.7 million in 2007. The margin expansion is
primarily due to strong growth in truck brokerage and new logistics
customers. As a percent of revenue, gross margin decreased to 13.5%
in 2008 from 14.4% in 2007. The decrease in gross margin as a
percentage of revenue is primarily due to a one-time profitable vendor deal
in
the first quarter of 2007.
Salaries
and Benefits
As
a percentage of revenue, salaries
and benefits decreased to 6.0% in 2008 from 6.5% in 2007. Salaries
and benefits decreased slightly to $25.4 million in 2008 from $25.6 million
in
2007. The decrease is primarily a result of reducing headcount from
1,106 as of March 31, 2007 to 1,071 as of March 31, 2008. Headcount
numbers exclude drivers as driver costs are included in transportation
costs.
General
and Administrative
General
and administrative expenses decreased to $10.2 million in 2008 from $11.6
million in 2007. As a percentage of revenue, these expenses decreased
to 2.4% in 2008 from 3.0% in 2007. The decrease results primarily
from a decrease in spending on consultants of approximately $1.0 million as
the
2007 marketing project was completed.
Depreciation
and Amortization
Depreciation
and amortization decreased
to $1.0 million in 2008 from $1.2 million in 2007. This expense as a
percentage of revenue decreased to 0.2% in 2008 from 0.3% in
2007. The decrease in depreciation and amortization is due primarily
to lower computer software depreciation.
Other
Income (Expense)
Other
income decreased to $0.4 million
in 2008 from $0.6 million in 2007. The decrease in interest and
dividend income is a result of lower interest rates and investment balances
in
2008.
Provision
for Income Taxes
The
provision for income taxes
increased to $8.3 million in 2008 compared to $7.5 million in
2007. We provided for income taxes using an effective rate of 38.6%
in 2008 and an effective rate of 39.6% in the first quarter of
2007. The decrease in
the effective tax rate is primarily a consequence of tax legislation enacted
by
the state of Illinois during the third quarter of 2007.
Net
Income
Net
income increased to $13.1 million
in 2008 from $11.4 million in 2007 due primarily to increased revenue and lower
expenses for salaries and benefits, lower general and administrative expenses,
and lower depreciation and amortization expense.
Earnings
Per Common Share
Basic
and diluted earnings per share
were $0.35 for 2008 and $0.29 for 2007.
12
CRITICAL
ACCOUNTING POLICIES
The
preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions. In certain
circumstances, those estimates and assumptions can affect amounts reported
in
the accompanying consolidated financial statements. We have made our
best estimates and judgments of certain amounts included in the financial
statements, giving due consideration to materiality. We do not
believe there is a great likelihood that materially different amounts would
be
reported related to the accounting policies described below. However,
application of these accounting policies involves the exercise of judgment
and
use of assumptions as to future uncertainties and, as a result, actual results
could differ from these estimates. Note 1 of the “Notes to
Consolidated Financial Statements” in our Annual Report on Form 10-K for the
year ended December 31, 2007, includes a summary of the significant accounting
policies and methods used in the preparation of our consolidated financial
statements.
LIQUIDITY
AND CAPITAL RESOURCES
During
the first quarter, we have
funded operations, capital expenditures and the earn out payment through cash
flows from operations and financing activities.
Cash
provided by operating activities
for the three months ended March 31, 2008 was approximately $5.2 million, which
resulted primarily from net income of $13.1 million, non-cash charges of $6.1
million partially offset by a decrease in the change in operating assets and
liabilities of $14.0 million.
Net
cash used in investing activities
for the three months ended March 31, 2008 was $5.8 million and related primarily
to the $5.0 million earn out payment made to the former owner of Comtrak and
purchases of property and equipment. We expect capital expenditures
to be between $10.0 to $11.0 million in 2008.
The
net cash provided by financing
activities for the three months ended March 31, 2008 was $1.5
million. We generated $0.3 million of cash from stock options being
exercised and used $0.6 million of cash to purchase treasury
stock. We also reported $1.8 million of excess tax benefits from
share-based compensation as a financing cash in-flow.
We
had $47.2 million of unused and
available borrowings under our bank revolving line of credit at March 31,
2008. We were in compliance with our debt covenants at March 31,
2008.
We
have
standby letters of credit that expire from 2008 to 2012. As of March
31, 2008, the outstanding letters of credit were $2.8 million.
The
$5.0 million related party payable
was paid out during the first quarter of 2008. This amount relates to
the 2007 earn out payment due to the former owner of Comtrak. This
payment completes the potential earn outs related to the purchase of Comtrak
Logistics.
We
have
authorization to spend up to $75.0 million to purchase common stock through
June
of 2009. Through the first quarter of 2008, no shares have been
repurchased. We may make purchases from time to time as market
conditions warrant.
Contractual
Obligations
Our
contractual cash obligations as of
March 31, 2008 are minimum rental commitments. Minimum annual rental
commitments at March 31, 2008, under non-cancelable operating leases,
principally for real estate, containers and equipment are payable as follows
(in
thousands):
2008
|
$ | 14,720 | ||
2009
|
17,877 | |||
2010
|
15,453 | |||
2011
|
13,930 | |||
2012
|
12,297 | |||
2013
and thereafter
|
5,451 | |||
$ | 79,728 |
In
February 2008, we entered into an equipment purchase contract with Singamas
Management Services, Ltd. and Singamas North America, Inc. We agreed
to purchase 1,000 fifty-three foot dry freight steel domestic containers for
approximately $10.0 million. We expect delivery of the 1,000 units
during the summer of 2008. We plan to finance these containers with
operating leases. These commitments are not included in the table
above since the arrangements have not yet been finalized.
13
Deferred
Compensation
Under
our Nonqualified Deferred
Compensation Plan (the “Plan”), participants can elect to defer certain
compensation. Payments under the Plan are due as follows as of March
31, 2008 (in thousands):
2008
|
$ | 103 | ||
2009
|
798 | |||
2010
|
1,622 | |||
2011
|
519 | |||
2012
|
582 | |||
2013
and thereafter
|
6,428 | |||
$ | 10,052 |
Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are exposed to market risk related
to changes in interest rates on our bank line of credit which may adversely
affect our results of operations and financial condition.
Item
4. CONTROLS AND PROCEDURES
As
of
March 31, 2008, 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. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that these disclosure controls
and
procedures were effective as of March 31, 2008. There have been no
changes in our internal control over financial reporting identified in
connection with such evaluation that occurred during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
our
internal control over financial reporting.
14
PART
II.
Other Information
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
On
November 14, 2007, our Board of Directors authorized the purchase of up to
$75.0
million of our Class A Common Stock. This authorization expires June
30, 2009 and we have not yet purchased any shares pursuant to this
plan. We may make purchases from time to time as market conditions
warrant, and any repurchased shares are expected to be held in treasury for
future use.
The
following table displays the number of shares purchased and the maximum value
of
shares that may yet be purchased under the plan:
Total
Number of Shares Purchased
|
Average
Price Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced
Plan
|
Maximum
Value of Shares that May Yet Be Purchased Under the Plan (in
000’s)
|
|||||||||||||
January
1 to
January
31
|
-- | -- | -- | $ | 75,000 | |||||||||||
February
1 to
February
29
|
-- | -- | -- | 75,000 | ||||||||||||
March
1 to
March
31
|
-- | -- | -- | 75,000 | ||||||||||||
Total
|
-- | -- | -- | $ | 75,000 |
This
table excludes 24,785 shares ($0.67 million) purchased during the quarter by
the
Company related to employee withholding upon vesting of restricted
stock.
Item
6. Exhibits
The
exhibits included as part of the
Form 10-Q are set forth in the Exhibit Index immediately preceding such Exhibits
and are incorporated herein by reference.
15
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
28, 2008
|
By:
|
/s/ Terri A. Pizzuto | |
Name: Terri A. Pizzuto | |||
Title: Executive Vice President, Chief Financial Officer | |||
and Treasurer |
EXHIBIT
INDEX
Exhibit
No.
Description
31.1
|
Certification
of David P. Yeager, Vice Chairman and Chief Executive Officer, Pursuant
to
Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
31.2
|
Certification
of Terri A. Pizzuto, Executive Vice President, Chief Financial Officer
and
Treasurer, Pursuant to Rule 13a-14(a) under the Securities Exchange
Act of
1934.
|
32.1
|
Certification
of David P. Yeager and Terri A. Pizzuto, Chief Executive Officer
and Chief
Financial Officer, respectively, Pursuant to 18 U.S.C. Section 1350.
|