Form 8-K
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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):  October 26, 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 October 26, 2023, Hub Group, Inc. issued a press release announcing its third 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 October 26, 2023, announcing third 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: October 26, 2023By: /s/ Geoffrey F. DeMartino        
  Geoffrey F. DeMartino
  Executive Vice President, Chief Financial Officer and Treasurer
  


 

EdgarFiling

EXHIBIT 99.1

Hub Group, Inc. Reports Third Quarter 2023 Results

Highlights:

OAK BROOK, Ill., Oct. 26, 2023 (GLOBE NEWSWIRE) -- Hub Group, Inc. (NASDAQ:HUBG) announced third quarter 2023 net income of $30 million, and diluted earnings per share of $0.97. Net income for third quarter 2022 was $87 million, or $2.61 per diluted share. Third quarter results were impacted by lower gain on sale of assets of $7.8 million (pre-tax) as compared to the prior year ($0.18 per share), increased repair and maintenance expense of $3.0 million (pre-tax) as compared to the prior year ($0.07 per share), higher medical claims expense of $1.7 million (pre-tax) as compared to the prior year ($0.04 per share) and an increase in allowance for customer receivables of $1.1 million (pre-tax) as compared to the prior year ($0.03 per share), as well as consulting and office closure costs of $1.1 million (pre-tax, or $0.03 per share).

Capital Allocation Plan

Hub Group also announced today a comprehensive growth-focused capital allocation plan designed to drive long-term value creation and shareholder returns. Key elements of the plan include:

“Despite a very soft freight environment we are seeing the benefits of our strategy to diversify and expand into less cyclical and non-asset based services, with our Logistics Segment contributing nearly 70% of our operating income in the quarter. While profitability at our ITS Segment has been challenged, we have focused on reducing our costs and driving efficiency. We are very pleased to announce our capital allocation plan, which will allow for strong organic growth and service line diversification through acquisitions while returning capital to our shareholders. We remain focused on managing our costs and capital structure and supporting our customers with great service while investing in our core business and technology to drive success in a variety of market conditions,” said Phil Yeager, Hub Group’s President and Chief Executive Officer.

Third Quarter 2023 Results

Consolidated revenue for the third quarter of 2023 was $1.0 billion as compared to $1.4 billion in third quarter 2022. The decline in revenue was driven by changes in customer rates and volumes in our ITS and Logistics Segments. Purchased transportation and warehousing costs declined as compared to prior year due to lower volumes, reductions in third-party carrier costs and a higher percentage of insourced drayage. Salaries and benefits costs increased slightly relative to prior year due to $19 million of incremental expense for our drivers and warehouse employees, partially offset by an $18 million reduction in office employee compensation due to lower headcount and lower incentive compensation expense. Company driver count increased 12% as compared to the prior year, and the acquisition of TAGG added $4 million of compensation expense for the quarter. General and administrative expense decreased $10 million as compared to prior year due to lower legal and use tax expenses, and the impairment of a leased asset in the prior year. 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 $43 million (4.2% of revenue) as compared to $118 million (8.7% of revenue) in the prior year. EBITDA (non-GAAP)1 for the quarter was $88 million.

Third quarter Intermodal and Transportation Solutions (“ITS”) Segment revenue was $595 million. Intermodal volume for the quarter decreased 16% as compared to prior year due to low transportation demand and an oversupply of truckload carrier capacity. Intermodal revenue declined due to volume, lower customer rates and lower accessorial revenue, and was offset by resilience of our dedicated service line. ITS operating income decreased to $13 million (2.3% of revenue) due to lower customer rates, volume and accessorials. These headwinds were partially offset by lower drayage costs, rail expenses and equipment costs. In third quarter 2023 we increased the portion of drayage handled on our own fleet to 78% as compared to 62% in the prior year.

Third quarter Logistics Segment revenue was $460 million, as compared to $525 million in the prior year. The decline in revenue was driven by lower revenue per load in our brokerage service line, partially offset by performance of our managed transportation, consolidation and final mile service lines, as well as contribution from our fulfillment business. Brokerage volumes were up 5% as compared to the prior year. Third quarter operating income was 6.3% of revenue as compared to 5.9% last year. Operating income was $29 million as compared to $31 million last year, as lower revenue was partially offset by lower purchased transportation costs and our yield management initiatives.

Capital expenditures for the third quarter of 2023 totaled $40 million. As of September 30, 2023, we had cash and cash equivalents of $401 million.

2023 Outlook

We expect our 2023 diluted earnings per share will range from $5.30 to $5.40. We estimate revenue will be approximately $4.2 billion. We project our effective tax rate for the year will be approximately 20%. 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 October 26, 2023 to discuss our third quarter 2023 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/BI5bbce1927fe04ba4bb0a27bed6a406e1

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 facts are forward-looking statements, provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that might cause the actual performance of Hub Group to differ materially from those expressed or implied by this discussion and, therefore, should be viewed with caution. Further information on the risks that may affect Hub Group’s business is included in filings it makes with the SEC from time to time, including those discussed under the “Risk Factors” section in Hub Group’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. 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 September 30,
   2023   2022 
   % of  % of
  AmountRevenue AmountRevenue
Operating revenue$1,024,835 100.0% $1,355,407 100.0%
       
Operating expenses:     
 Purchased transportation and warehousing 772,650 75.4%  1,023,052 75.5%
 Salaries and benefits 138,503 13.5%  137,666 10.1%
 Depreciation and amortization 36,065 3.5%  33,542 2.5%
 Insurance and claims 11,681 1.1%  17,615 1.3%
 General and administrative 24,146 2.4%  34,382 2.5%
 Gain on sale of assets, net (765)-0.1%  (8,588)-0.6%
Total operating expenses 982,280 95.8%  1,237,669 91.3%
       
Operating income 42,555 4.2%  117,738 8.7%
       
Other income (expense):     
 Interest expense, net (3,537)-0.3%  (2,190)-0.2%
 Interest income 2,838 0.2%  40 0.0%
 Other, net (188)-0.0%  (384)-0.0%
Total other expense, net (887)-0.1%  (2,534)-0.2%
       
Income before provision for income taxes 41,668 4.1%  115,204 8.5%
       
Provision for income taxes 11,209 1.1%  27,879 2.1%
       
Net income$30,459   $87,325  
       
Earnings per share     
 Basic$0.98   $2.63  
 Diluted$0.97   $2.61  
       
Basic weighted average number of shares outstanding 31,139    33,145  
Diluted weighted average number of shares outstanding 31,493    33,521  
       


HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(unaudited)
       
  Nine Months Ended September 30,
   2023   2022 
   % of  % of
  AmountRevenue AmountRevenue
Operating revenue$3,217,562 100.0% $4,054,987 100.0%
       
Operating expenses:     
 Purchased transportation and warehousing 2,403,190 74.7%  3,081,299 76.0%
 Salaries and benefits 417,757 13.0%  395,904 9.8%
 Depreciation and amortization 106,899 3.3%  97,075 2.4%
 Insurance and claims 36,041 1.1%  37,553 0.9%
 General and administrative 76,445 2.4%  93,819 2.3%
 Gain on sale of assets, net (5,599)-0.2%  (21,097)-0.5%
Total operating expenses 3,034,733 94.3%  3,684,553 90.9%
       
Operating income 182,829 5.7%  370,434 9.1%
       
Other income (expense):     
 Interest expense, net (9,623)-0.3%  (5,301)-0.1%
 Interest income 6,302 0.2%  50 0.0%
 Other, net (81)-0.0%  (446)-0.0%
Total other expense, net (3,402)-0.1%  (5,697)-0.1%
       
Income before provision for income taxes 179,427 5.6%  364,737 9.0%
       
Provision for income taxes 40,684 1.3%  87,063 2.1%
       
Net income$138,743   $277,674  
       
Earnings per share     
 Basic$4.35   $8.29  
 Diluted$4.31   $8.21  
       
Basic weighted average number of shares outstanding 31,908    33,480  
Diluted weighted average number of shares outstanding 32,208    33,807  
       


HUB GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
     September 30, December 31,
      2023   2022 
     (unaudited)  
ASSETS    
 CURRENT ASSETS:   
  Cash and cash equivalents$400,686  $286,642 
  Accounts receivable trade, net 630,794   716,190 
  Accounts receivable other 5,590   3,967 
  Prepaid taxes 19,095   16,987 
  Prepaid expenses and other current assets 26,649   32,914 
    TOTAL CURRENT ASSETS 1,082,814   1,056,700 
        
 Restricted investments 19,809   18,065 
 Property and equipment, net 789,842   783,683 
 Right-of-use assets - operating leases 193,698   102,114 
 Right-of-use assets - financing leases 3,142   1,194 
 Other intangibles, net 177,032   197,386 
 Goodwill 629,772   629,402 
 Other assets 22,023   21,537 
    TOTAL ASSETS$2,918,132  $2,810,081 
        
        
LIABILITIES AND STOCKHOLDERS' EQUITY   
 CURRENT LIABILITIES:   
  Accounts payable trade$345,451  $344,751 
  Accounts payable other 15,368   15,563 
  Accrued payroll 26,088   66,669 
  Accrued other 124,860   132,324 
  Lease liability - operating leases 39,688   29,547 
  Lease liability - financing leases 2,060   1,175 
  Current portion of long term debt 102,773   101,741 
    TOTAL CURRENT LIABILITIES 656,288   691,770 
        
 Long term debt 243,834   240,724 
 Non-current liabilities 48,496   43,505 
 Lease liability - operating leases 165,229   78,557 
 Lease liability - financing leases 997   - 
 Deferred taxes 174,220   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; 31,188,571 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 220,247   208,165 
  Purchase price in excess of predecessor basis, net of tax   
  benefit of $10,306 (15,458)  (15,458)
  Retained earnings 1,920,325   1,781,582 
  Accumulated other comprehensive loss (167)  (214)
  Treasury stock; at cost, 10,123,614 shares in 2023   
   and 8,665,564 shares in 2022 (496,298)  (374,892)
   TOTAL STOCKHOLDERS' EQUITY 1,629,068   1,599,602 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$2,918,132  $2,810,081 
        


HUB GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
        
     Nine Months Ended September 30,
      2023   2022 
        
        
Cash flows from operating activities:   
 Net income$138,743  $277,674 
 Adjustments to reconcile net income   
  to net cash provided by operating activities:   
   Depreciation and amortization 136,775   111,413 
   Impairment of right-of-use asset 2,012   5,361 
   Deferred taxes 18,832   (1,427)
   Compensation expense related to share-based compensation plans 16,031   14,973 
   Gain on sale of assets, net (5,599)  (21,097)
 Changes in operating assets and liabilities, net of acquisitions:   
   Restricted investments (1,744)  7,368 
   Accounts receivable, net 83,664   (55,994)
   Prepaid taxes (2,108)  (1,408)
   Prepaid expenses and other current assets 6,161   6,818 
   Other assets (2,515)  (3,381)
   Accounts payable 516   (21,169)
   Accrued expenses (46,243)  41,165 
   Non-current liabilities (21,848)  (9,825)
    Net cash provided by operating activities 322,677   350,471 
        
Cash flows from investing activities:   
 Proceeds from sale of equipment 20,208   33,994 
 Purchases of property and equipment (105,667)  (157,664)
 Acquisitions, net of cash acquired 108   (102,661)
    Net cash used in investing activities (85,351)  (226,331)
        
Cash flows from financing activities:   
 Purchase of treasury stock (117,352)  (75,000)
 Purchase of treasury stock from related party -   (34,767)
 Repayments of long term debt (80,965)  (81,905)
 Stock withheld for payments of withholding taxes (8,003)  (5,778)
 Finance lease payments (2,097)  (1,582)
 Proceeds from issuance of debt 85,107   127,017 
    Net cash used in financing activities (123,310)  (72,015)
        
        
 Effect of exchange rate changes on cash and cash equivalents 28   12 
        
Net increase in cash and cash equivalents 114,044   52,137 
Cash and cash equivalents beginning of period 286,642   159,784 
Cash and cash equivalents end of period$400,686  $211,921 
        


HUB GROUP, INC.
FINANCIAL INFORMATION BY SEGMENT
(in thousands)
(unaudited)
        
 Three Months Nine Months
 Ended September 30, Ended September 30,
Operating Revenue 2023   2022   2023   2022 
Intermodal and Transportation Solutions$595,308  $856,001  $1,919,189  $2,507,722 
Logistics 460,309   525,178   1,382,999   1,614,775 
Inter-segment eliminations (30,782)  (25,772)  (84,626)  (67,510)
Total operating revenue$1,024,835  $1,355,407  $3,217,562  $4,054,987 
        
        
 Three Months Nine Months
 Ended September 30, Ended September 30,
Operating Income 2023   2022   2023   2022 
Intermodal and Transportation Solutions$13,484  $86,772  $94,639  $273,069 
Logistics 29,071   30,966   88,190   97,365 
Total operating income$42,555  $117,738  $182,829  $370,434 
        
        
 Three Months Nine Months
 Ended September 30, Ended September 30,
Depreciation and Amortization 2023   2022   2023   2022 
Intermodal and Transportation Solutions$27,493  $26,020  $81,751  $75,778 
Logistics 8,572   7,522   25,148   21,297 
Total depreciation and amortization$36,065  $33,542  $106,899  $97,075 
        


RECONCILIATION OF NET INCOME TO EBITDA (1)
(in thousands)
(unaudited)
        
 Three Months Nine Months
 Ended September 30, Ended September 30,
        
  2023  2022  2023  2022
        
Net Income$30,459 $87,325 $138,743 $277,674
        
Interest Expense, net 699  2,150  3,321  5,251
        
Depreciation and Amortization 45,301  39,491  136,775  111,413
        
Provision for Income Taxes 11,209  27,879  40,684  87,063
        
EBITDA$87,668 $156,845 $319,523 $481,401
        

(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.