hubg-10qa_20170331.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017 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.)

2000 Clearwater Drive

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant’s telephone number, including area code)

 

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      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes      No  

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.  (Check one):

 

Large Accelerated Filer

 

Accelerated Filer

 

Non-Accelerated Filer

 

Smaller Reporting Company

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.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

On April 25, 2017, the registrant had 33,476,276 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.

 


 


 

Explanatory Note

 

Hub Group, Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (“Form 10-Q”) to add a date to the Section 906 certification in Exhibit 32.1.


 

2


 

 

 

HUB GROUP, INC.

INDEX

 

 

Page

PART I.  Financial Information:

 

Consolidated Balance Sheets – March 31, 2017 (unaudited) and December 31, 2016

4

Unaudited Consolidated Statements of Income and Comprehensive Income – Three Months Ended March 31, 2017 and 2016

5

Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, 2017 and 2016

6

Notes to Unaudited Consolidated Financial Statements

7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Quantitative and Qualitative Disclosures about Market Risk

18

Controls and Procedures

19

PART II.  Other Information

19

 

 

 

 

3


 

HUB GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

ASSETS

(unaudited)

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

$

154,000

 

 

$

127,404

 

Accounts receivable trade, net

 

418,357

 

 

 

473,608

 

Accounts receivable other

 

4,984

 

 

 

4,331

 

Prepaid taxes

 

469

 

 

 

294

 

Prepaid expenses and other current assets

 

13,863

 

 

 

16,653

 

TOTAL CURRENT ASSETS

 

591,673

 

 

 

622,290

 

 

 

 

 

 

 

 

 

Restricted investments

 

22,313

 

 

 

20,877

 

Property and equipment, net

 

443,207

 

 

 

438,594

 

Other intangibles, net

 

11,520

 

 

 

11,844

 

Goodwill, net

 

262,321

 

 

 

262,376

 

Other assets

 

3,905

 

 

 

4,278

 

TOTAL ASSETS

$

1,334,939

 

 

$

1,360,259

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Accounts payable trade

$

249,224

 

 

$

266,555

 

Accounts payable other

 

25,228

 

 

 

21,070

 

Accrued payroll

 

12,886

 

 

 

36,223

 

Accrued other

 

54,626

 

 

 

46,013

 

Current portion of capital lease

 

2,708

 

 

 

2,697

 

Current portion of long term debt

 

44,750

 

 

 

45,163

 

TOTAL CURRENT LIABILITIES

 

389,422

 

 

 

417,721

 

 

 

 

 

 

 

 

 

Long term debt

 

104,160

 

 

 

115,529

 

Non-current liabilities

 

24,329

 

 

 

23,595

 

Long term portion of capital lease

 

9,838

 

 

 

10,576

 

Deferred taxes

 

169,161

 

 

 

164,659

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

Preferred stock, $.01 par value;  2,000,000 shares authorized;  no shares issued or outstanding in 2017 and 2016

-

 

 

-

 

Common stock

 

 

 

 

 

 

 

Class A:  $.01 par value;  97,337,700 shares authorized and 41,224,792 shares issued in 2017 and 2016; 33,474,911 shares outstanding in 2017 and 33,192,982 shares outstanding in 2016

 

412

 

 

 

412

 

Class B:  $.01 par value; 662,300 shares authorized; 662,296 shares issued and outstanding in 2017 and 2016

 

7

 

 

 

7

 

Additional paid-in capital

 

164,560

 

 

 

173,565

 

Purchase price in excess of predecessor basis, net of tax benefit of $10,306

 

(15,458

)

 

 

(15,458

)

Retained earnings

 

745,897

 

 

 

735,563

 

Accumulated other comprehensive loss

 

(209

)

 

 

(273

)

Treasury stock; at cost, 7,749,881 shares in 2017 and 8,031,810 shares in 2016

 

(257,180

)

 

 

(265,637

)

TOTAL STOCKHOLDERS' EQUITY

 

638,029

 

 

 

628,179

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,334,939

 

 

$

1,360,259

 

 

See notes to unaudited consolidated financial statements.

 

 

 

4


 

HUB GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

 

 

Three Months

 

 

 

Ended March 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

893,448

 

 

$

805,859

 

 

Transportation costs

 

791,863

 

 

 

697,472

 

 

Gross margin

 

101,585

 

 

 

108,387

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

Salaries and benefits

 

43,179

 

 

 

43,863

 

 

Agent fees and commissions

 

17,993

 

 

 

16,901

 

 

General and administrative

 

20,824

 

 

 

16,644

 

 

Depreciation and amortization

 

2,412

 

 

 

2,136

 

 

Total costs and expenses

 

84,408

 

 

 

79,544

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

17,177

 

 

 

28,843

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

(1,098

)

 

 

(911

)

 

Interest and dividend income

 

130

 

 

 

61

 

 

Other, net

 

194

 

 

 

936

 

 

Total other (expense) income

 

(774

)

 

 

86

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

16,403

 

 

 

28,929

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

6,069

 

 

 

10,964

 

 

 

 

 

 

 

 

 

 

 

Net income

$

10,334

 

 

$

17,965

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

64

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

$

10,398

 

 

$

17,966

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

$

0.31

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

$

0.31

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of shares outstanding

 

33,205

 

 

 

35,137

 

 

Diluted weighted average number of shares outstanding

 

33,373

 

 

 

35,122

 

 

 

See notes to unaudited consolidated financial statements.

 

 

 

 

5


 

HUB GROUP, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

Three Months Ended March 31,

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

    Net income

$

10,334

 

 

$

17,965

 

    Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

       Depreciation and amortization

 

12,522

 

 

 

10,639

 

       Deferred taxes

 

5,279

 

 

 

2,383

 

       Compensation expense related to share-based compensation plans

 

2,609

 

 

 

2,181

 

       Gain on sale of assets

 

(48

)

 

 

(83

)

       Excess tax benefits from share based compensation

 

-

 

 

 

(30

)

       Changes in operating assets and liabilities:

 

 

 

 

 

 

 

          Restricted investments

 

(1,436

)

 

 

1,685

 

          Accounts receivable, net

 

54,600

 

 

 

21,332

 

          Prepaid taxes

 

(171

)

 

 

26

 

          Prepaid expenses and other current assets

 

2,795

 

 

 

1,409

 

          Other assets

 

373

 

 

 

400

 

          Accounts payable

 

(13,175

)

 

 

5,421

 

          Accrued expenses

 

(25,990

)

 

 

(13,517

)

          Non-current liabilities

 

12

 

 

 

481

 

            Net cash provided by operating activities

 

47,704

 

 

 

50,292

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

   Proceeds from sale of equipment

 

1,127

 

 

 

592

 

   Purchases of property and equipment

 

(6,625

)

 

 

(4,893

)

            Net cash used in investing activities

 

(5,498

)

 

 

(4,301

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

   Repayments of long term debt

 

(11,782

)

 

 

(8,132

)

   Stock tendered for payments of withholding taxes

 

(3,157

)

 

 

(2,208

)

   Purchase of treasury stock

 

-

 

 

 

(42,368

)

   Capital lease payments

 

(727

)

 

 

(643

)

   Excess tax benefits from share-based compensation

 

-

 

 

 

(134

)

            Net cash used in financing activities

 

(15,666

)

 

 

(53,485

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Effect of exchange rate changes on cash and cash equivalents

 

56

 

 

 

1

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

26,596

 

 

 

(7,493

)

Cash and cash equivalents beginning of the period

 

127,404

 

 

 

207,749

 

Cash and cash equivalents end of the period

$

154,000

 

 

$

200,256

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash paid for:

 

 

 

 

 

 

 

     Interest

$

1,153

 

 

$

1,245

 

     Income taxes

$

263

 

 

$

5,586

 

 

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. (“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, 2017 and results of operations for the three months ended March 31, 2017 and 2016.

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, 2016.  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.

Business Segments

We report two distinct business segments.  The first segment is Mode, which includes the Mode Transportation, LLC (“Mode LLC”) business we acquired on April 1, 2011.  The second segment is Hub, which is all business other than Mode.

Hub offers comprehensive multimodal solutions including intermodal, truck brokerage and logistics services.  Our employees operate the freight through a network of operating centers located in the United States, Canada and Mexico.  Each operating center is strategically located in a market with a significant concentration of shipping customers and one or more railheads.  Hub has full time employees located throughout the United States, Canada and Mexico.

Mode LLC has Independent Business Owners (“IBOs”) who sell and operate the business throughout North America, as well as sales only agents.  Mode LLC also has a corporate office in Dallas, TX, a temperature protected services division, Temstar, located in Oak Brook, IL and a corporate office in Memphis, TN.

Mode LLC markets and operates its freight transportation services, consisting of intermodal, truck brokerage and logistics, primarily through agents who enter into contractual arrangements with Mode LLC.

The following is a summary of operating results and certain other financial data for our business segments (in thousands):

 

 

Three Months

 

 

Three Months

 

 

Ended March 31, 2017

 

 

Ended March 31, 2016

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

Hub

 

Mode

 

Elims

 

Total

 

 

Hub

 

Mode

 

Elims

 

Total

 

Revenue

$

677,132

 

$

241,874

 

$

(25,558

)

$

893,448

 

 

$

615,227

 

$

208,832

 

$

(18,200

)

$

805,859

 

Transportation costs

 

605,326

 

 

212,095

 

 

(25,558

)

 

791,863

 

 

 

536,073

 

 

179,599

 

 

(18,200

)

 

697,472

 

Gross margin

 

71,806

 

 

29,779

 

 

-

 

 

101,585

 

 

 

79,154

 

 

29,233

 

 

-

 

 

108,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

39,596

 

 

3,583

 

 

-

 

 

43,179

 

 

 

40,096

 

 

3,767

 

 

-

 

 

43,863

 

Agent fees and commissions

 

17

 

 

17,976

 

 

-

 

 

17,993

 

 

 

13

 

 

16,888

 

 

-

 

 

16,901

 

General and administrative

 

18,479

 

 

2,345

 

 

-

 

 

20,824

 

 

 

14,722

 

 

1,922

 

 

-

 

 

16,644

 

Depreciation and amortization

 

2,109

 

 

303

 

 

-

 

 

2,412

 

 

 

1,815

 

 

321

 

 

-

 

 

2,136

 

Total costs and expenses

 

60,201

 

 

24,207

 

 

-

 

 

84,408

 

 

 

56,646

 

 

22,898

 

 

-

 

 

79,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

$

11,605

 

$

5,572

 

$

-

 

$

17,177

 

 

$

22,508

 

$

6,335

 

$

-

 

$

28,843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditures

$

6,625

 

$

-

 

$

-

 

$

6,625

 

 

$

4,631

 

$

262

 

$

-

 

$

4,893

 

 

 

7


 

 

 

As of March 31, 2017

 

 

As of December 31, 2016

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

Hub

 

Mode

 

Elims

 

Total

 

 

Hub

 

Mode

 

Elims

 

Total

 

Total assets

$

1,169,159

 

$

172,416

 

$

(6,636

)

$

1,334,939

 

 

$

1,178,110

 

$

191,374

 

$

(9,225

)

$

1,360,259

 

Goodwill

 

232,932

 

 

29,389

 

 

-

 

 

262,321

 

 

 

232,987

 

 

29,389

 

 

-

 

 

262,376

 

 

 

The following tables summarize our revenue by segment and business line (in thousands):

 

 

Three Months

 

 

Three Months

 

 

Ended March 31, 2017

 

 

Ended March 31, 2016

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

Hub

 

Mode

 

Elims

 

Total

 

 

Hub

 

Mode

 

Elims

 

Total

 

Intermodal

$

424,596

 

$

122,203

 

$

(15,237

)

$

531,562

 

 

$

413,806

 

$

112,366

 

$

(17,949

)

$

508,223

 

Truck brokerage

 

106,664

 

 

78,178

 

 

(385

)

 

184,457

 

 

 

81,410

 

 

67,349

 

 

(27

)

 

148,732

 

Logistics

 

145,872

 

 

41,493

 

 

(9,936

)

 

177,429

 

 

 

120,011

 

 

29,117

 

 

(224

)

 

148,904

 

Total revenue

$

677,132

 

$

241,874

 

$

(25,558

)

$

893,448

 

 

$

615,227

 

$

208,832

 

$

(18,200

)

$

805,859

 

 

 

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,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

Net income for basic and diluted earnings per share

$

10,334

 

 

$

17,965

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

33,205

 

 

 

35,137

 

 

 

 

 

 

 

 

 

 

 

Dilutive effect of  stock options and restricted stock

 

168

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

33,373

 

 

 

35,122

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - basic

$

0.31

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - diluted

$

0.31

 

 

$

0.51

 

 

 

 

NOTE 4.

Fair Value Measurement

The carrying value of cash and cash equivalents, accounts receivable and accounts payable and long term debt approximated fair value as of March 31, 2017 and December 31, 2016 due to their short-term nature.

We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less.  As of March 31, 2017 and December 31, 2016, our cash and temporary investments were with high quality financial institutions in Demand Deposit Accounts (DDAs) and Savings Accounts.

Restricted investments, as of March 31, 2017 of $22.3 million and December 31, 2016 of $20.9 million, included mutual funds which are reported at fair value.  

 

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2). Cash and cash equivalents, accounts receivable and accounts payable are defined as “Level 1”, while long term debt is defined as “Level 2” of the fair value hierarchy in the Fair Value Measurements and Disclosures Topic of the Codification.  

 

 

 

8


 

NOTE 5.

Long-Term Debt and Financing Arrangements

We have standby letters of credit that expire at various dates in 2017.  As of March 31, 2017, our letters of credit were $12.7 million.

Our unused and available borrowings under our bank revolving line of credit were $37.3 million as of March 31, 2017 and $38.2 million as of December 31, 2016.  We were in compliance with our debt covenants as of March 31, 2017.

We have entered into various Equipment Notes (“Notes”) for the purchase of tractors and containers.  The Notes are secured by the underlying equipment financed in the agreements.

 

 

Period Ended

 

 

March 31,

 

 

December 31,

 

 

2017

 

 

2016

 

Secured Equipment Notes due on various dates in 2021 with monthly principal and interest payments between $0.01 million and $0.3 million commencing on various dates in 2016; interest is paid monthly at a fixed annual rate between 2.04% and 2.96%

$

56,599

 

 

$

59,836

 

 

 

 

 

 

 

 

 

Secured Equipment Notes due on various dates in 2020 with monthly principal and interest payments between $0.04 million and $0.4 million commencing on various dates in 2015 and 2016; interest is paid monthly at a fixed annual rate between 1.72% and 2.26%

 

45,492

 

 

 

48,633

 

 

 

 

 

 

 

 

 

Secured Equipment Notes due on various dates in 2019 with monthly principal and interest payments between $0.08 million and $0.4 million commencing on various dates in 2014; interest is paid monthly at a fixed annual rate between 1.87% and 2.24%

 

44,928

 

 

 

49,464

 

 

 

 

 

 

 

 

 

Secured Equipment Notes due in June 2018 with quarterly principal and interest payments of $0.5 million commencing in August 2013; interest is paid quarterly at a fixed annual rate between 1.9% and 2.0%

 

1,891

 

 

 

2,759

 

 

 

148,910

 

 

 

160,692

 

 

 

 

 

 

 

 

 

Less current portion

 

(44,750

)

 

 

(45,163

)

Total long-term debt

$

104,160

 

 

$

115,529

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE 6.

Guarantees

As a recruiting tool for our owner-operators, we are guaranteeing certain owner-operators’ lease payments for tractors.  The guarantees expire at various dates through 2020.

The potential maximum exposure under these lease guarantees was approximately $1.0 million and $1.4 million as of March 31, 2017 and December 31, 2016, respectively.  The potential maximum exposure represents the amount of the remaining lease payments on all outstanding guaranteed leases as of March 31, 2017 and December 31, 2016.  However, upon default, we have the option to purchase the tractors.  We could then sell the tractors and use the proceeds to recover all or a portion of the amounts paid under the guarantees.  Alternatively, we can contract with another owner-operator who would assume the lease.  There were no material defaults during the quarter ended March 31, 2017 or the year ended December 31, 2016 and no potential material defaults.

We had a liability of five thousand dollars as of March 31, 2017 and nine thousand dollars as of December 31, 2016, representing the fair value for estimated defaults of the guarantees, based on a discounted cash-flow analysis which is included in current and non-current liabilities in our Consolidated Balance Sheets. We are amortizing the amounts over the remaining lives of the respective guarantees.

 

 

 

9


 

 

NOTE 7.

Commitments and Contingencies

In November 2016, we committed to acquire 4,000 53’ containers. We expect the total purchase price of these containers to be approximately $40 million.  We are working with our container supplier on deferring a portion of this year’s production to next year if market conditions remain soft.  As of the date of this report, we have received approximately 1,500 containers.  We will be financing the purchase of this equipment with secured fixed rate debt. 

 

 

NOTE 8.

Legal Matters  

 

Robles

 

On January 25, 2013, a complaint was filed in the U.S. District Court for the Eastern District of California (Sacramento Division) by Salvador Robles against our subsidiary, Comtrak Logistics, Inc., now known as Hub Group Trucking, Inc.  Mr. Robles drove a truck for Hub Group Trucking in California, first as an independent contractor and then as an employee.  The action was brought on behalf of a class comprised of present and former California-based truck drivers for Hub Group Trucking who were classified as independent contractors, from January 2009 to August 2014.  The complaint alleges Hub Group Trucking has misclassified such drivers as independent contractors and that such drivers were employees.  The complaint asserts various violations of the California Labor Code and claims that Hub Group Trucking has engaged in unfair competition practices.  The complaint seeks, among other things, declaratory and injunctive relief, compensatory damages and attorney’s fees.  In May 2013, the complaint was amended to add similar claims based on Mr. Robles’ status as an employed company driver.  These additional claims are only on behalf of Mr. Robles and not a putative class.  

The Company believes that the California independent contractor truck drivers were properly classified as independent contractors at all times.  Nevertheless, because lawsuits are expensive, time-consuming and could interrupt our business operations, Hub Group Trucking decided to make settlement offers to individual drivers with respect to the claims alleged in this lawsuit, without admitting liability.  As of March 31, 2017, 93% of the California drivers have accepted the settlement offers.  In late 2014, Hub Group Trucking decided to convert its model from independent contractors to employee drivers in California.  In early 2016, Hub Group Trucking closed its operations in Southern California.

 

On April 3, 2015, the Robles case was transferred to the U.S. District Court for the Western District of Tennessee (Western Division) in Memphis.  In May 2015, the plaintiffs in the Robles case filed a Second Amended Complaint (“SAC”) which names 334 current and former Hub Group Trucking drivers as “interested putative class members.”  In addition to reasserting their existing claims, the SAC includes claims post-conversion, added two new plaintiffs and seeks a judicial declaration that the settlement agreements are unenforceable.  In June 2015, Hub Group Trucking filed a motion to dismiss the SAC and on July 19, 2016, Hub Group Trucking’s motion to dismiss was granted in part, and denied in part, by the District Court.  The motion to dismiss was granted for the claims of all purported class members who have signed settlement agreements and on plaintiffs’ claims based on quantum merit and it was denied with respect to federal preemption and choice of law.  On August 11, 2016, Plaintiffs filed a motion to clarify whether the Court’s dismissal of the claims of all purported class members who signed settlement agreements was with or without prejudice and, if the dismissal was with prejudice, Plaintiffs moved the Court to revise and reconsider the order.  Plaintiffs’ motion to clarify is fully briefed and the parties are awaiting a decision by the Court.  

Adame

On August 5, 2015, the Plaintiffs’ law firm in the Robles case filed a lawsuit in state court in San Bernardino County, California on behalf of 63 named Plaintiffs against Hub Group Trucking and five Company employees.  The lawsuit alleges claims similar to those being made in Robles and seeks monetary penalties under the Private Attorneys General Act.  Of the 63 named Plaintiffs, at least 58 of them previously accepted the settlement offers referenced above.

 

On October 29, 2015, Defendants filed a notice of removal to remove the case from state court in San Bernardino to federal court in the Central District of California. On November 19, 2015, Defendants filed a motion to transfer the case to federal court in Memphis, Tennessee and also filed a motion to dismiss the case pursuant to a clause in the independent contractor agreement stating that Tennessee law applies.  Also on November 19, 2015, Plaintiffs filed a motion to remand the case back to state court, claiming that the federal court lacks jurisdiction over the case.  The court granted Plaintiffs’ motion to remand to the state court in San Bernardino County on April 7, 2016, mooting Defendants’ motions to transfer and dismiss.

 

 

 

 

10


 

On July 11, 2016, Defendants filed several motions in state court, asking the court to dismiss and/or stay the Plaintiffs’ suit for various reasons.  During a hearing on October 5, 2016, the judge issued an oral tentative ruling stating that the choice of forum provision was unenforceable.  On Defendants’ motion to dismiss the individual defendants, the court allowed for supplemental briefing for additional arguments regarding individual liability under PAGA.  The court did not reach a decision regarding the motion to stay pending the outcome in Robles.  Plaintiffs filed their supplemental brief on November 9, 2016 to which Defendants responded on December 6, 2016.  

 

On February 17, 2017, with the stipulation of the parties, the Court entered an Order dismissing, without prejudice, all of the individual Defendants and accepting the parties’ agreement that jurisdiction and venue are proper in the San Bernardino Superior Court and that Defendants will not seek to remove the case to federal district court.  On April 12, 2017, the Court denied Defendant’s motion to dismiss based on insufficiency of the PAGA letter notice.

Lubinski

On September 12, 2014, a complaint was filed in the U.S. District Court for the Northern District of Illinois (Eastern Division) by Christian Lubinski against Hub Group Trucking.  The action was brought on behalf of a class comprised of present and former owner-operators providing delivery services in Illinois for Hub Group Trucking.  The complaint alleged Hub Group Trucking misclassified such drivers as independent contractors and that such drivers were employees.  The complaint also alleged that Hub Group Trucking made illegal deductions from the drivers’ pay and failed to properly compensate the drivers for all hours worked, reimburse business expenses, pay employment taxes, and provide workers’ compensation and other employment benefits.  The complaint asserted various violations of the Illinois Wage Payment and Collections Act and claimed that Hub Group Trucking was unjustly enriched.  The complaint sought, among other things, monetary damages for the relevant statutory period and attorneys’ fees.  

On October 24, 2014, the Lubinski case was transferred to the U.S. District Court for the Western District of Tennessee (Western Division), in Memphis.  On September 22, 2015, the court granted Hub Group Trucking’s motion to dismiss Lubinski’s Illinois law claims with prejudice based on the contractual choice of law provision, which provided that Tennessee law governed.  The court denied as moot Hub Group Trucking’s motion to dismiss based on federal preemption.  On October 2, 2015, Lubinski appealed this order to the United States Court of Appeals for the Sixth Circuit in Cincinnati.

On December 17, 2015, Lubinski filed his brief in support of his appeal of the motion to dismiss, asserting for the first time that the federal court did not have jurisdiction over the case due to a lack of diversity of citizenship.  Hub Group Trucking filed its response brief on January 19, 2016, in part arguing that Lubinski had himself alleged diversity of citizenship in his complaint.  Lubinski filed his reply brief on February 5, 2016.  On April 1, 2016, the Sixth Circuit remanded the case to the district court—without ruling on the merits—for the district court “to consider the argument and admit the evidence necessary to determine the question of federal subject-matter jurisdiction.”  

 

On July 11, 2016, with his federal district court case still pending, Lubinski filed an additional putative class action Complaint, with the same claims, in Illinois state court.  On the same day, Hub Group Trucking filed a declaratory judgment complaint in Tennessee state court, seeking a declaration that Lubinski’s claims must be heard in Tennessee (based on the contractual choice-of-forum provision) and that the claims must be dismissed because Tennessee law controls and Lubinski’s claims are preempted by federal law.  The parties agreed to stay all proceedings in Illinois and Tennessee state court until the federal court jurisdiction question is decided.

 

On October 26, 2016, Lubinski filed a motion to dismiss for lack of federal subject-matter jurisdiction and a motion for leave to file an amended complaint, attempting to “clarify” the putative class definition and arguing that the Class Action Fairness Act’s exceptions to jurisdiction apply.    In early 2017, Plaintiff’s counsel advised Hub Group Trucking that Lubinski would no longer challenge federal jurisdiction.  On February 15, 2017, the District Court adopted the parties’ stipulation and found that there is federal subject-matter jurisdiction.  On March 22, 2017, the U.S. Court of Appeals for the Sixth Circuit granted Plaintiff’s motion to recall the mandate and reinstate Lubinski’s appeal of the district court’s order dismissing the case.  The appeal was fully briefed earlier, so no further briefing will occur absent an Order from the Court of Appeals.

 

We cannot reasonably estimate at this time the possible loss or range of loss, if any, that may arise from the remaining unresolved claims in the above mentioned lawsuits.

 

We are a party to other litigation incident to our business, including claims for personal injury and/or property damage, bankruptcy preference claims, and claims regarding freight lost or damaged in transit, improperly shipped or improperly billed.  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 defend those ourselves.  We do not believe that the outcome of this litigation will have a materially adverse effect on our financial position or results of operations.

 

 

11


 

 

NOTE 9.

New Pronouncements

In May 2014, the FASB issued Update No. 2014-09—Revenue from Contracts with Customers (Topic 606).  This Standard provides guidance on how to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on accounting for principal vs agent and identifying performance obligations.  

The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We currently anticipate adopting the standard using the full retrospective method to restate each prior reporting period presented.

Early application is permitted for annual reporting periods beginning after December 15, 2016.  We plan to adopt this standard January 1, 2018, as required.  

While we are continuing to assess all potential impacts of the standard, other than additional disclosures, we do not anticipate that this standard will have a material impact on our consolidated financial statements.  We have analyzed our revenue stream, began analysis of our current contracts and will continue to analyze these contracts.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases.  Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less.  The new standard will become effective beginning with the first quarter of 2019.  Early adoption of the standard is permitted.  We plan to adopt this standard January 1, 2019, as required.  We are currently evaluating the impacts the adoption of this accounting guidance will have on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The new standard became effective beginning with the first quarter of 2017.  We adopted ASU 2016-09 in the first quarter of 2017 and the adoption did not have a material impact on our consolidated financial statements.  We have applied the reclassification of excess tax benefits prospectively and therefore the prior period has not been adjusted.

In 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred lossesThe new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. We are evaluating the impact of adopting this new accounting guidance on our consolidated financial statements.

In 2016, the FASB issued new guidance which clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. We are evaluating the impact of adopting this new accounting guidance on our consolidated financial statements.

 

 

 

 

 

 

 

 

12


 

HUB GROUP, INC.

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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. All forward-looking statements are based upon information available to us on the date of this report.  Except as required by law, we expressly disclaim any obligations to publicly release any revisions to forward-looking statements to reflect events after the date of this 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, aggressive pricing, direct marketing efforts by the railroads or marketing efforts of asset-based carriers;

 

our inability to price our services at high enough rates to maintain our historical margin levels;

 

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, trucking or other vendors;

 

increases in costs related to any reclassification or change in our treatment of drivers or owner-operators due to regulatory, judicial and legal changes;

 

labor unrest in the rail, drayage or trucking company communities;

 

general economic and business conditions;

 

inability to successfully protect our data against cyber-attacks;

 

significant deterioration in our customers’ financial condition or bankruptcy, particularly in the retail, consumer products and durable goods sectors;

 

fuel shortages or fluctuations in fuel prices;

 

increases in interest rates;

 

acts of terrorism and military action and the resulting effects on security;

 

difficulties in maintaining or enhancing our information technology systems;

 

increases in costs associated with changes to or new governmental regulations;

 

significant increases to employee health insurance costs;

 

loss of several of our largest customers

 

awards received during annual customer bids not materializing

 

loss of Mode LLC sales/operating agents known as IBOs and sales-only agents;

 

inability to recruit and retain key personnel and Mode LLC sales-only agents and IBOs;

 

13


 

 

inability to recruit and maintain company drivers and owner-operators;

 

changes in insurance costs and claims expense;

 

union organizing efforts and changes to current laws which will aid in these efforts;  

 

inability to identify, close and successfully integrate any future business combinations; and

 

imposition of new tariffs or trade barriers or withdrawal from or renegotiation of existing free trade agreements which could reduce international trade and economic activity.

 

EXECUTIVE SUMMARY

Hub Group, Inc.  (“we”, “us” or “our”) reports two distinct business segments.  The first segment is “Mode,” which includes the acquired Mode LLC business only.  The second segment is “Hub,” which is all business other than Mode. Hub Group (as opposed to just Hub), refers to the consolidated results for the whole company, including both the Mode and Hub segments.  For the segment financial results, refer to Note 2 to the unaudited consolidated financial statements.

We are one of the largest intermodal marketing companies (“IMC”) in the United States and a full service multi modal solutions provider offering intermodal, truck brokerage and logistics services.  We operate through a nationwide network of operating centers and independent business owners.

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.

As of March 31, 2017, our subsidiary, Hub Group Trucking, Inc. (“Hub Group Trucking”) accounted for 56% of Hub’s drayage needs by assisting us in providing reliable, cost effective intermodal services to our customers. As of March  31, 2017,  Hub Group Trucking had terminals in Atlanta, Birmingham, Charlotte, Chattanooga, Chicago, Columbus (OH), Dallas, Harrisburg, Huntsville, Indianapolis, Jacksonville, Kalamazoo, Kansas City, Milwaukee, Memphis, Nashville, Newark, Philadelphia, Portland (OR), Salt Lake City, Savannah, Seattle, St. Louis, Stockton and Wilmington (IL) metro areas. As of March 31, 2017, Hub Group Trucking leased or owned 927 tractors and 399 trailers, employed 990 drivers and contracted with 1,707 owner-operators.  

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.

Hub has 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.

Hub’s yield management group works with pricing, account management and operations to enhance Hub’s customer margins.  We are working on margin enhancement projects including matching up inbound and outbound loads, reducing empty miles, improving our recovery of accessorial costs, reducing our drayage costs, and reviewing and improving low contribution freight.

Hub’s top 50 customers represent 66% of the Hub segment revenue for the three months ended March 31, 2017.  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, cost per load and daily sales outstanding by customer account.  Vendor cost changes and vendor service issues are also monitored closely.

 

 

14


 

Mode has 180 agents, consisting of 102 sales/operating agents, known as Independent Business Owners (“IBOs”), who sell and operate the business throughout North America and 78 sales only agents.  Mode also has a corporate office in Dallas,TX, a temperature protected services division, Temstar, located in Oak Brook, IL and a corporate office in Memphis, TN.  Mode’s top 20 customers represent 41% of the Mode segment revenue for the three months ended March 31, 2017.  We closely monitor revenue and margin for these customers.  We believe Mode brings us highly complementary service offerings, more scale and a talented sales channel that allows us to better reach small and midsize customers.  

RESULTS OF OPERATIONS

Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

The following table summarizes our revenue by segment and business line (in thousands) for the three months ended March 31:

 

Revenue

 

Three Months

 

 

Three Months

 

 

Ended March 31, 2017

 

 

Ended March 31, 2016

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

Hub

 

Mode

 

Elims

 

Total

 

 

Hub

 

Mode

 

Elims

 

Total

 

Intermodal

$

424,596

 

$

122,203

 

$

(15,237

)

$

531,562

 

 

$

413,806

 

$

112,366

 

$

(17,949

)

$

508,223

 

Truck brokerage

 

106,664

 

 

78,178

 

 

(385

)

 

184,457

 

 

 

81,410

 

 

67,349

 

 

(27

)

 

148,732

 

Logistics

 

145,872

 

 

41,493

 

 

(9,936

)

 

177,429

 

 

 

120,011

 

 

29,117

 

 

(224

)

 

148,904

 

Total revenue

$

677,132

 

$

241,874

 

$

(25,558

)

$

893,448

 

 

$

615,227

 

$

208,832

 

$

(18,200

)

$

805,859

 

 

Hub Group’s revenue increased 10.9% to $ 893.4 million in 2017 from $805.9 million in 2016.

 

The Hub segment revenue increased 10.1% to $677.1 million.  Intermodal revenue increased 3% to $425 million due to a 1% increase in intermodal volume and an increase in fuel revenue.  These increases were partially offset by a decline in customer prices and unfavorable mix. Truck brokerage revenue increased 31% to $107 million.  Truck brokerage handled 19% more loads, and fuel, mix and price combined were up 12%.  Logistics revenue increased 22% to $146 million due primarily to growth with new customers on-boarded in 2016 and in the first quarter of 2017.

Mode’s revenue increased 15.8% to $241.9 million in 2017 from $208.8 million in 2016 due to increases in all three business lines.  Mode’s intermodal revenue increased 9%.  Mode’s truck brokerage revenue increased 16%, and Mode’s logistics revenue increased 43%.

The following is a summary of operating results for our business segments (in thousands):

 

Three Months

 

 

Three Months

 

 

Ended March 31, 2017

 

 

Ended March 31, 2016

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Inter-

 

Hub

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

 

 

 

 

 

 

Segment

 

Group

 

 

Hub

 

Mode

 

Elims

 

Total

 

 

Hub

 

Mode

 

Elims

 

Total

 

Revenue

$

677,132

 

$

241,874

 

$

(25,558

)

$

893,448

 

 

$

615,227

 

$

208,832

 

$

(18,200

)

$

805,859

 

Transportation costs

 

605,326

 

 

212,095

 

 

(25,558