UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended April 2, 2011

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: 0-51142

 

 

UNIVERSAL TRUCKLOAD SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Michigan		38-3640097
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12755 E. Nine Mile Road

Warren, Michigan 48089

(Address, including Zip Code of Principal Executive Offices)

(586) 920-0100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

 

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 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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨		Smaller reporting company		¨

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

The number of shares of the registrant’s common stock, no par value, outstanding as of May 2, 2011, was 15,621,783.

 

 

 

---

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share data)

 

		April 2, 2011				December 31, 2010
Assets
Current assets:
Cash and cash equivalents		$	920			$	6,261
Marketable securities			15,542				15,041
Accounts receivable – net of allowance for doubtful accounts of $4,460 and $4,540, respectively			77,428				68,833
Due from CenTra and affiliates			142				80
Prepaid income taxes			3,045				1,821
Prepaid expenses and other			10,566				6,488
Deferred income taxes			3,622				2,973
Total current assets			111,265				101,497
Property and equipment			119,029				116,461
Less accumulated depreciation			(39,793	)			(38,255	)
Property and equipment – net			79,236				78,206
Goodwill			17,722				17,231
Intangible assets – net of accumulated amortization of $16,647 and $15,803, respectively			12,048				11,977
Other assets			3,103				3,137
Total assets		$	223,374			$	212,048
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	30,242			$	23,773
Accrued expenses and other current liabilities			19,990				18,521
Total current liabilities			50,232				42,294
Long-term liabilities:
Deferred income taxes			5,895				5,425
Other long-term liabilities			787				118
Total long-term liabilities			6,682				5,543
Shareholders’ equity:
Common stock, no par value. Authorized 40,000,000 shares; 16,122,483 shares issued; 15,621,783 and 15,667,483 shares outstanding, respectively			16,122				16,122
Paid-in capital			79,914				79,914
Treasury Stock, at cost; 500,700 and 455,000 shares, respectively			(7,353	)			(6,625	)
Retained earnings			75,458				72,559
Accumulated other comprehensive income, net of income taxes of $(1,551) and $(1,524), respectively			2,319				2,241
Total shareholders’ equity			166,460				164,211
Total liabilities and shareholders’ equity		$	223,374			$	212,048

See accompanying notes to unaudited consolidated financial statements.

 

2

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Income

Thirteen Weeks ended April 2, 2011 and April 3, 2010

(In thousands, except per share data)

 

		2011				2010
Operating revenues:
Truckload		$	97,313			$	86,211
Brokerage			36,805				32,404
Intermodal			23,512				20,429
Total operating revenues			157,630				139,044
Operating expenses:
Purchased transportation			120,459				105,407
Commissions expense			9,906				8,979
Other operating expense			3,704				3,414
Selling, general, and administrative			12,723				12,752
Insurance and claims			4,137				4,329
Depreciation and amortization			2,871				2,693
Total operating expenses			153,800				137,574
Income from operations			3,830				1,470
Interest income			17				33
Interest expense			—				(9	)
Other non-operating income (expense), net			990				1,896
Income before provision for income taxes			4,837				3,390
Provision for income taxes			1,938				1,325
Net income		$	2,899			$	2,065
Earnings per common share:
Basic		$	0.19			$	0.13
Diluted		$	0.19			$	0.13
Weighted average number of common shares outstanding:
Basic			15,632				15,980
Diluted			15,632				15,980
Other-than-temporary impairment losses:
Total other-than-temporary impairment losses		$	—			$	—
Portion of loss recognized in other comprehensive income			—				—
Net impairment loss recognized in earnings		$	—			$	—

See accompanying notes to unaudited consolidated financial statements.

 

3

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows

Thirteen Weeks ended April 2, 2011 and April 3, 2010

(In thousands)

 

		2011				2010
Cash flows from operating activities:
Net income		$	2,899			$	2,065
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			2,871				2,693
Gain on sale of marketable securities			(842	)			(1,782	)
(Gain) loss on disposal of property and equipment			(50	)			99
Provision for doubtful accounts			23				349
Deferred income taxes			(206	)			(891	)
Change in assets and liabilities, net of acquisitions:
Accounts receivable			(8,618	)			(3,041	)
Prepaid income taxes, prepaid expenses and other assets			(5,268	)			617
Accounts payable, accrued expenses and other current liabilities			7,193				736
Due from CenTra and affiliates			(62	)			(43	)
Other long-term liabilities			669				(25	)
Net cash (used in) provided by operating activities			(1,391	)			777
Cash flows from investing activities:
Capital expenditures			(3,302	)			(436	)
Proceeds from the sale of property and equipment			205				50
Purchases of marketable securities			(560	)			(7	)
Proceeds from sale of marketable securities			1,006				3,364
Payment of earnout obligations related to acquisitions			—				(96	)
Acquisition of business			(500	)			(125	)
Net cash (used in) provided by investing activities			(3,151	)			2,750
Cash flows from financing activities:
Payment of earnout obligations related to acquisitions			(71	)			—
Purchases of treasury stock			(728	)			—
Net cash used in financing activities			(799	)			—
Net (decrease) increase in cash and cash equivalents			(5,341	)			3,527
Cash and cash equivalents – beginning of period			6,261				953
Cash and cash equivalents – end of period		$	920			$	4,480
Supplemental cash flow information:
Cash paid for interest		$	—			$	9
Cash paid for income taxes		$	2,891			$	853
Acquisition of businesses:
Fair value of assets acquired, including goodwill		$	1,406			$	5,884
Liabilities assumed			—				(2,453	)
Advances made for acquisitions of businesses in 2009			—				(2,647	)
Acquisition obligations			(906	)			(659	)
Net cash paid for acquisition of businesses		$	500			$	125

See accompanying notes to unaudited consolidated financial statements.

 

4

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows - Continued

Thirteen Weeks ended April 2, 2011 and April 3, 2010

(In thousands)

Non-cash financing transactions (Note 3):

During each of the thirteen week periods ended April 2, 2011 and April 3, 2010, the Company recorded the forgiveness of the loan from the County of Cuyahoga of $90,000 as a reduction of the loan and as a reduction of the underlying land improvements.

See accompanying notes to unaudited consolidated financial statements.

 

5

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

 

(1)	Basis of Presentation

Pursuant to the rules and regulations of the Securities and Exchange Commission, the accompanying unaudited consolidated financial statements of Universal Truckload Services, Inc. and its wholly owned subsidiaries, or the Company or UTSI, have been prepared by the Company’s management. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, 2010 and 2009 and for each of the years in the three-year period ended December 31, 2010 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates.

The Company’s fiscal year ends on December 31. The Company’s fiscal year consists of four quarters, each with thirteen weeks.

 

(2)	Transactions with CenTra and Affiliates

Through December 31, 2004, UTSI was a wholly owned subsidiary of CenTra, Inc, or CenTra. On December 31, 2004, CenTra distributed all of UTSI’s common stock to the sole shareholders of CenTra, the Morouns. Subsequent to the initial public offering in 2005, the Morouns retained and continue to hold a controlling interest in UTSI. CenTra provides management services to UTSI, including legal, human resources, and tax services. The cost of these services is based on the estimated utilization of the specific services and is allocated to the Company. Management believes the allocation method is reasonable. However, the costs of these services charged to UTSI are not necessarily indicative of the costs that would have been incurred if UTSI had internally performed or acquired these services as a separate unaffiliated entity.

In addition to the management services described above, UTSI purchases other services from CenTra and affiliates. Following is a schedule of cost incurred for services provided by CenTra and affiliates. The amounts charged to UTSI for the thirteen weeks ended April 2, 2011 and April 3, 2010 are presented in the table below (in thousands):

 

		Thirteen weeks ended
		April 2, 2011				April 3, 2010
Management services		$	249			$	271
Building and terminal rents			144				137
Maintenance services			51				80
Personal liability and property damage insurance			3,370				3,210
Health and other insurances			864				940
Total		$	4,678			$	4,638

 

6

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(2)	Transactions with CenTra and Affiliates – continued

 

Operating revenues from freight services provided to CenTra for the thirteen weeks ended April 2, 2011 and April 3, 2010 were approximately $72,000 and $5,000, respectively.

During the thirteen weeks ended April 2, 2011 and April 3, 2010, the company charged CenTra approximately $66,000 and $24,000, respectively, for vehicle maintenance services performed during the period.

As of April 2, 2011 and December 31, 2010, amounts due from CenTra and affiliates were $142,000 and $80,000, respectively.

The Company also retained the law firm of Sullivan Hincks & Conway to provide legal services during the period. Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway. Amounts paid for legal services during the thirteen weeks ended April 2, 2011 were $138,000.

 

(3)

Debt

On October 28, 2010, the Company and KeyBank National Association, or KeyBank, entered into an Amended and Restated Loan Agreement and Promissory Note, collectively referred to as the Agreement, for the period October 25, 2010 to October 24, 2011, thereby replacing the previous loan agreements. Under the Agreement with KeyBank, the Company’s maximum permitted borrowings and letters of credit in the aggregate may not exceed $20 million. The line of credit is unsecured, and bears interest at a rate equal to the lesser of the Prime Rate minus 0.50% or LIBOR plus 1.00% (effective rate of 1.25% at April 2, 2011). The Agreement governing our unsecured line of credit contains various financial and restrictive covenants to be maintained by the Company including requirements to maintain a tangible net worth of at least $85 million, a debt to tangible net worth ratio not to exceed 1 to 1, and quarterly net profits of at least one dollar. For purposes of this Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The Agreement also may, in certain circumstances, limit our ability to pay dividends or distributions utilizing our line of credit. The Agreement also contains customary representations and warranties, affirmative and negative covenants and events of default. As of April 2, 2011 the Company was in compliance with its debt covenants. The Company did not have any amounts outstanding under its line of credit at April 2, 2011 or December 31, 2010, and there were letters of credit aggregating $650,000 and $1,300,000 issued against the line, respectively.

On May 1, 2006, UTS Realty, LLC, or Realty, a wholly owned subsidiary of the Company, received a $1,000,000 loan from the County of Cuyahoga, Ohio, or the County, to be used for improvements to its Cleveland, Ohio container storage facility. The loan agreement requires quarterly interest payments at an annual rate of 5.0%. Through January 31, 2011, subject to certain conditions, the County forgave $450,000 of the principal amount owed. On January 31, 2007, the Company began recording the forgiveness as a reduction of the loan and as a reduction in the cost of the underlying improvements at a rate of $90,000 per annum. The remaining principal was due at maturity on January 31, 2011; however, at Realty’s option, the maturity date could have been extended until January 31, 2021. In June 2010, the Company repaid $550,000 of the remaining principal balance. As of April 2, 2011 and December 31, 2010, the outstanding balance under the loan was $0 and $90,000 (presented under other current liabilities), respectively. In connection with this loan, Realty and the Company entered into an environmental indemnity agreement with the County and the Company issued a $640,000 standby letter of credit that expired February 14, 2011. Under the terms of the environmental indemnity agreement, Realty and the Company have agreed to indemnify the County, without limitation, against any loss attributable to the generation, storage, release or presence of Regulated Materials, as defined in the environmental indemnity agreement, at the container storage facility. In connection with the acquisition of the Cleveland, Ohio property in August 2005, Realty received indemnity from the seller from any and all claims, which Realty may incur as a direct consequence of any environmental condition of which the seller had actual knowledge as of the date of the acquisition of the property.

 

7

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(4)	Earnings Per Share

Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, and diluted earnings per share amounts are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options.

The following table provides a reconciliation of the number of average common shares outstanding used to calculate basic earnings per share to the weighted average number of common shares and common share equivalents outstanding used in calculating diluted earnings per share (in thousands):

 

		Thirteen weeks ended
		April 2, 2011				April 3, 2010
Weighted average number of common shares			15,632				15,980
Incremental shares from assumed exercise of dilutive stock options			—				—
Weighted average number of common shares and common share equivalents			15,632				15,980

For the thirteen weeks ended April 2, 2011 and April 3, 2010, 187,500 and 190,000, respectively, options to purchase shares of common stock were excluded from the calculation of diluted earnings per share because such options were anti-dilutive.

 

(5)	Stock Based Compensation

In December 2004, UTSI’s board of directors adopted the 2004 Stock Incentive Plan, or the Plan, which became effective upon completion of the Company’s initial public offering. The Plan allows for the issuance of a total of 500,000 shares. The grants may be made in the form of restricted stock bonuses, restricted stock purchase rights, stock options, phantom stock units, restricted stock units, performance share bonuses, performance share units or stock appreciation rights. On February 11, 2005, UTSI granted 260,000 options to certain of its employees. The stock options granted vested immediately, have a life of seven years and have an exercise price of $22.50 per share. Prior to January 1, 2006, the Company accounted for stock options issued under the Plan pursuant to the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock-based employee compensation was reflected in net income prior to fiscal year 2006, as all options granted under the Plan had an exercise price equal to the fair market value of the underlying common stock on the date of grant. The intrinsic value of all outstanding options as of April 2, 2011 and April 3, 2010 was $0.

The following table summarizes the stock option activity and related information for the period indicated:

 

		Options				Weighted Average Exercise Price
Balance at January 1, 2011			187,500			$	22.50
Granted			—				—
Exercised			—				—
Expired			—				—
Forfeited			—				—
Balance at April 2, 2011			187,500			$	22.50
Exercisable			187,500			$	22.50

 

8

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(6)	Comprehensive Income

Comprehensive income includes the following (in thousands):

 

		Thirteen Weeks Ended
		April 2, 2011				April 3, 2010
Net income		$	2,899			$	2,065
Other comprehensive income:
Unrealized holding gains on available-for-sale investments arising during the period, net of income tax			583				3,256
(Gains) on available-for-sale investments reclassified into income:
Realized gains, net of income tax			(504	)			(1,085	)
Net gain recognized in other comprehensive income			79				2,171
Total comprehensive income		$	2,978			$	4,236

Accumulated other comprehensive income at April 2, 2011 of $2,319,000 represents the net unrealized holding gains on available–for-sale investments of $3,870,000, net of related income tax expense of $1,551,000. At April 2, 2011, the gross unrealized holding gains and gross unrealized holding losses on available-for-sale investments were $4,035,000 and $165,000, respectively.

Accumulated other comprehensive income at December 31, 2010 of $2,241,000 represents the unrealized holding gains on available–for-sale investments of $3,765,000, net of related income tax expense of $1,524,000. At December 31, 2010, the gross unrealized holding gains and gross unrealized holding losses on available-for-sale investments were $3,993,000 and $228,000, respectively.

 

(7)	Acquisitions

In March 2011, the Company acquired certain assets of Hart Transportation, Inc., or Hart, based in Jacksonville, Florida through a Limited Asset Purchase Agreement for approximately $1,406,000. Hart is primarily a regional provider of van and flatbed services throughout the Southeastern United States. Included in the purchase price is approximately $356,000 of additional consideration estimated to be paid to the former owner of Hart based on a percentage of revenues generated during the period from April 1, 2011 to March 31, 2014. As of April 2, 2011, $500,000 of the original purchase price was paid in cash. The Company used cash and cash equivalents to finance the acquisition. The remaining amount is included in accrued expenses and other current liabilities. Pursuant to the acquisition, Hart operates as part of Universal Am-Can, Ltd.

 

9

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(7)	Acquisitions – (continued)

 

The pro forma effect of this acquisition has been omitted, as the effect is immaterial to the Company’s results of operations, financial position and cash flows. The allocation of the purchase price is as follows (in thousands):

 

Intangible assets		$	915
Goodwill (tax deductible)			491
		$	1,406

The intangible assets acquired represent the acquired companies’ customer relationships and are being amortized over a period of seven years.

Goodwill represents the expected synergies to be achieved through the integration of the acquired companies into UTSI, and intangible assets that do not qualify for separate accounting recognition under generally accepted accounting principles.

The operating results of the acquired company have been included in the consolidated statements of income since its acquisition date; however, it has not been separately disclosed as it is deemed immaterial.

 

(8)	Fair Value Measurements

FASB ASC Topic 820 “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements.

FASB ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

•

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

10

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(8)	Fair Value Measurements – (continued)

 

The Company has segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

 

		April 2, 2011
		Level 1				Level 2				Level 3				Fair Value Measurement
Assets
Cash equivalents		$	653			$	—			$	—			$	653
Marketable securities			15,542				—				—				15,542
Total		$	16,195			$	—			$	—			$	16,195
		December 31, 2010
		Level 1				Level 2				Level 3				Fair Value Measurement
Assets
Cash equivalents		$	59			$	—			$	—			$	59
Marketable securities			15,041				—				—				15,041
Total		$	15,100			$	—			$	—			$	15,100

The valuation techniques used to measure fair value for the items in the tables above are as follows:

 

•

Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets.

 

•

Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets.

 

(9)	Marketable Securities

At April 2, 2011 and December 31, 2010, marketable securities, all of which are available-for-sale, consist of common and preferred stocks. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income (loss), except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net income and are included in other non-operating income (expense), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in other non-operating income (expense).

 

11

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(9)	Marketable Securities – (continued)

 

The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by type were as follows (in thousands):

 

		Cost				Gross unrealized holding gains				Gross unrealized holding (losses)				Fair Value
At April 2, 2011
Equity Securities		$	11,672			$	4,035			$	(165	)		$	15,542
At December 31, 2010
Equity Securities		$	11,276			$	3,993			$	(228	)		$	15,041

Included in equity securities at April 2, 2011 are securities with a fair value of $1,067,000 with a cumulative loss position of $165,000, the impairment of which the Company considers to be temporary. The Company considers several factors in its determination as to whether declines in value are judged to be temporary or other-than-temporary, including the severity and duration of the decline, the financial condition and near-term prospects of the specific issuers and the industries in which they operate, and the Company’s intent and ability to hold these securities. The Company may incur future impairment charges if declines in market values continue and/or worsen and impairments are no longer considered temporary.

The following table shows the gross unrealized holding losses and fair value of the Company’s marketable securities that are not deemed to be other-than-temporarily impaired aggregated by type and length of time they have been in a continuous unrealized loss position at April 2, 2011 (in thousands):

 

		Less than 12 Months								12 Months or Greater								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Equity securities		$	981			$	118			$	86			$	47			$	1,067			$	165

The Company’s portfolio of equity securities in a continuous loss position, the impairment of which the Company considers to be temporary, consists primarily of common stocks in the oil and gas and banking industries. The fair value and unrealized losses are distributed in 6 publicly traded companies, with no single industry or company representing a material or concentrated unrealized loss. The Company has evaluated the near-term prospects of the various industries, as well as the specific issuers within its portfolio, in relation to the severity and duration of the impairments, and based on that evaluation, and the Company’s ability and intent to hold these investments for a reasonable period of time to allow for a recovery of fair value, the Company does not consider these investments to be other-than-temporarily impaired at April 2, 2011.

The Company from time to time invests cash in excess of its current needs in marketable securities, much of which is held in equity securities, which are actively traded on public exchanges. It is the philosophy of the Company to minimize the risk of capital loss without foregoing the potential for capital appreciation through investing in value-and-income oriented investments. However, holding equity securities subjects the Company to fluctuations in the market value of its investment portfolio based on current market prices, and a drop in market prices or other unstable market conditions could cause a loss in the value of the Company’s marketable securities.

 

12

---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

 

(10)	Recent Accounting Pronouncements

In December 2010, the FASB issued Accounting Standards Update, or ASU, 2010-28, which (1) does not prescribe a specific method of calculating the carrying value of a reporting unit in the performance of step 1 of the goodwill impairment test and (2) requires reporting entities with a zero or negative carrying value to assess whether it is more likely than not that a goodwill impairment exists after considering qualitative factors. Based on an assessment of these factors, if an entity concludes that it is more likely than not that a goodwill impairment may exists, the entity must perform step 2 of the goodwill impairment test. This ASU is effective for impairment tests performed during entities’ fiscal years that begin after December 15, 2010, which for the Company will be the impairment test performed last day of our 2nd fiscal quarter in 2011. The Company believes once applied, the ASU will not have a significant impact on the Company’s financial position, results of operations, or cash flows.

In December 2010, the FASB issued ASU 2010-29, to address diversity in practice about the interpretation of pro-forma revenue and earnings disclosure requirements for business combinations. The ASU requires public companies to disclose pro-forma information for business combinations that occurred in the current reporting period. The disclosures include pro-forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro-forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The ASU will be effective for business combinations beginning after December 15, 2010. The Company believes once applied, the ASU will not have a significant impact on the Company’s financial statement disclosures.

 

(11)	Contingencies

The Company is involved in claims and litigation arising in the ordinary course of business. These matters primarily involve claims for personal injury and property damage incurred in the transportation of freight. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, the Company believes all such litigation is adequately covered by insurance or otherwise provided for and that adverse results in one or more of those cases would not have a materially adverse effect on its financial condition, operating results and cash flows. However, if the ultimate outcome of these matters, after provisions thereof, is materially different from the Company’s estimates, they could have a material effect on the Company’s operating results and cash flows in any given quarter or year.

 

(12)	Subsequent Events

The Company has evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Unaudited Consolidated Financial Statements.

 

13

---

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the statements and assumptions in this Form 10-Q are forward-looking statements. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “plan,” “intend,” “may,” “should,” “will” and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other “forward-looking” information. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in Item 1A in our Form 10-K for the year ended December 31, 2010, as well as any other cautionary language in that Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

Overview

We are primarily an asset-light provider of transportation services to shippers throughout the United States and in the Canadian provinces of Ontario and Quebec. Our over-the-road trucking services include both flatbed and dry van operations and we provide rail-truck and steamship-truck intermodal support services. We also offer truck brokerage services, which allow us to supplement our capacity and provide our customers with transportation of freight not handled by our owner-operators. In addition, we offer full service international freight forwarding and customs house brokerage services.

Our use of agents and owner-operators reduces our need to provide non-driver facilities and tractor and trailer fleets. The primary physical assets we provide to our agents and owner-operators include a portion of our trailer fleet, our headquarters facility, our management information systems and our intermodal depot facilities. Our business model provides us with a highly variable cost structure, allows us to grow organically using relatively small amounts of cash, gives us a higher return on assets compared to many of our asset-based competitors and preserves an entrepreneurial spirit among our agents and owner-operators that we believe leads to improved operating performance. For the thirteen weeks ended April 2, 2011, approximately 84.7% of our total operating expenses were variable in nature and our capital expenditures were $3.3 million.

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010 and the unaudited Consolidated Financial Statements and related notes contained in this quarterly report on Form 10-Q.

 

14

---

Results of Operations

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks ended April 2, 2011 and April 3, 2010, presented as a percentage of operating revenues:

 

		Thirteen Weeks Ended
		April 2, 2011				April 3, 2010
Operating revenues			100	%			100	%
Operating expenses:
Purchased transportation			76.4				75.8
Commissions expense			6.3				6.5
Other operating expenses			2.3				2.5
Selling, general and administrative			8.1				9.2
Insurance and claims			2.6				3.1
Depreciation and amortization			1.8				1.9
Total operating expenses			97.6				98.9
Income from operations			2.4				1.1
Interest and other non-operating income (expense), net			0.6				1.4
Income before provision for income taxes			3.1				2.4
Provision for income taxes			1.2				1.0
Net income			1.8	%			1.5	%

Thirteen Weeks Ended April 2, 2011 Compared to Thirteen Weeks ended April 3, 2010

Operating revenues. Operating revenues for the thirteen weeks ended April 2, 2011 increased by $18.6 million, or 13.4%, to $157.6 million from $139.0 million for the thirteen weeks ended April 3, 2010. The increase in operating revenues is primarily attributable to an increase in operating revenue per loaded mile, an increase in the number of loads in our intermodal operations and an increase in fuel surcharges. For the thirteen weeks ended April 2, 2011, our operating revenue per loaded mile, excluding fuel surcharges, from our combined truckload and brokerage operations increased to $2.29 from $2.00 for the thirteen weeks ended April 3, 2010. The number of loads from our intermodal operations was 68,993 for the thirteen weeks ended April 2, 2011 compared to 61,507 for the thirteen weeks ended April 3, 2010. Included in operating revenues are fuel surcharges of $17.9 million for the thirteen weeks ended April 2, 2011 compared to $11.7 million for the thirteen weeks ended April 3, 2010. Additionally, included in operating revenues is approximately $0.4 million of truckload revenue attributable to our acquisition made in the first quarter 2011. Excluding the effects of this acquisition, revenue from our truckload operations increased by $10.7 million, or 12.4%, to $96.9 million for the thirteen weeks ended April 2, 2011 from $86.2 million for the thirteen weeks ended April 3, 2010. Revenue from our brokerage operations increased by $4.4 million, or 13.6%, to $36.8 million for the thirteen weeks ended April 2, 2011 compared to $32.4 million for the thirteen weeks ended April 3, 2010. Revenue from our intermodal support services increased by $3.1 million, or 15.1%, to $23.5 million for the thirteen weeks ended April 2, 2011 from $20.4 million for the thirteen weeks ended April 3, 2010.

Purchased transportation. Purchased transportation expense for the thirteen weeks ended April 2, 2011 increased by $15.1 million, or 14.3%, to $120.5 million from $105.4 million for the thirteen weeks ended April 3, 2010. As a percentage of operating revenues, purchased transportation expense increased to 76.4% for the thirteen weeks ended April 2, 2011 from 75.8% for the thirteen weeks ended April 3, 2010. The absolute increase was primarily due to the increase in our operating revenues. Purchased transportation expense generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers. The increase in purchased transportation as a percent of operating revenues is primarily due to an increase in fuel surcharges, which are passed through to owner-operators.

Commissions expense. Commissions expense for the thirteen weeks ended April 2, 2011 increased by $0.9 million, or 10.3%, to $9.9 million from $9.0 million for the thirteen weeks ended April 3, 2010. The absolute increase was primarily due to the increase in our operating revenues. Commissions expense generally increases or decreases in proportion to revenues. As a percentage of operating revenues, commissions expense decreased slightly to 6.3% for the thirteen weeks ended April 2, 2011 compared to 6.5% for thirteen weeks ended April 3, 2010. As a percentage of revenues, the decrease in commissions expense is due to an increase in fuel surcharges, which are passed on through to our owner operators, and as such, no commission is paid.

 

15

---

Other operating expense. Other operating expense for the thirteen weeks ended April 2, 2011 increased by $0.3 million, or 8.5%, to $3.7 million from $3.4 million for the thirteen weeks ended April 3, 2010. As a percentage of operating revenues, other operating expense decreased to 2.3% for the thirteen weeks ended April 2, 2011 from 2.5% for the thirteen weeks ended April 3, 2010. The increase was primarily due to an increase in repairs and maintenance cost on company owned equipment and an increase in over-dimensional permits costs, which are billed back to our customers.

Selling, general and administrative. Selling, general and administrative expense for the thirteen weeks ended April 2, 2011 remained consistent at $12.7 million compare to the thirteen weeks ended April 3, 2010. As a percentage of operating revenues, selling, general and administrative expense decreased to 8.1% for the thirteen weeks ended April 2, 2011 from 9.2% for the thirteen weeks ended April 3, 2010. Included in selling, general and administrative expense were increases in salaries and wage expense of $400 thousand and professional fees of $200 thousand, which were offset by decreases in building rents of $250 thousand and bad debt expense of $350 thousand.

Insurance and claims. Insurance and claims expense for the thirteen weeks ended April 2, 2011 decreased by $0.2 million, or 4.4%, to $4.1 million from $4.3 million for the thirteen weeks ended April 3, 2010. As a percentage of operating revenues, insurance and claims expense decreased to 2.6% for the thirteen weeks ended April 2, 2011 from 3.1% for the thirteen weeks ended April 3, 2010. The absolute decrease is the result of a decrease in our cargo claims expense of $275 thousand which was partially offset by an increase in our auto liability insurance premiums and claims expense of $160 thousand.

Depreciation and amortization. Depreciation and amortization expense for the thirteen weeks ended April 2, 2011 increased by $0.2 million, or 6.6%, to $2.9 million from $2.7 million for the thirteen weeks ended April 3, 2010. The absolute increase is primarily the results of additional depreciation on our capital expenditures made throughout 2010 and additional amortization with respect to intangible assets resulting from the acquisition made in the first quarter of 2011.

Interest income, net. Net interest income for the thirteen weeks ended April 2, 2011 was $16 thousand compared to $24 thousand for the thirteen weeks ended April 3, 2010.

Other non-operating income. Other non-operating income for the thirteen weeks ended April 2, 2011 was $1.0 million compared to $1.9 million for the thirteen weeks ended April 3, 2010. Included in other non-operating income for thirteen weeks ended April 2, 2011 were $0.8 million in gains on the sales of marketable securities compared to $1.8 million in gains on the sales of marketable securities for the thirteen weeks ended April 3, 2010.

Provision for income taxes. Provision for income taxes for the thirteen weeks ended April 2, 2011 increased by $0.6 million to $1.9 million from $1.3 million for the thirteen weeks ended April 3, 2010. The increase was primarily attributable to the increase in our taxable income. For the thirteen weeks ended April 2, 2011 and April 3, 2010, we had an effective income tax rate of 40.1% and 39.1%, respectively, based upon our income before provision for income taxes.

Liquidity and Capital Resources

Our primary sources of liquidity are funds generated by operations, proceeds from the sales of marketable securities, and our revolving unsecured line of credit with KeyBank.

We employ a primarily asset-light operating strategy. Substantially all of the tractors and more than 50% of the trailers utilized in our business are provided by our owner-operators and we have no capital expenditure requirements relating to this equipment. As a result, our capital expenditure requirements are limited in comparison to most large trucking companies which maintain sizable fleets of owned tractors and trailers, requiring significant capital expenditures.

During the thirteen weeks ended April 2, 2011, we made capital expenditures totaling $3.3 million. These expenditures primarily consisted of tractors, trailers, containers and computer, office, and miscellaneous equipment.

 

16

---

Through the end of 2011, exclusive of acquisitions, if any, we expect to incur capital expenditures of $1.6 million to $2.2 million relating to real property acquisitions, renovations and improvements to our existing facilities and the acquisition of additional terminal yards or container facilities. We also expect to incur capital expenditures of $12.1 million to $12.9 million for tractors, trailers, containers, and other equipment.

We expect that our working capital and available borrowings will be sufficient to meet our capital commitments and fund our operational needs for at least the next twelve months. Based on the availability under our line of credit and other financing sources and assuming the continuation of our current level of profitability, we do not expect that we will experience any liquidity constraints in the foreseeable future.

We continue to evaluate business development opportunities, including potential acquisitions that fit our strategic plans. There can be no assurance that we will identify any opportunities that fit our strategic plans or will be able to execute any such opportunities on terms acceptable to us. Any such opportunities will be financed from available cash and cash equivalents and our unsecured line of credit.

We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.

Unsecured Line of Credit

On October 28, 2010, the Company and KeyBank National Association, or KeyBank, entered into an Amended and Restated Loan Agreement and Promissory Note, collectively referred to as the Agreement, for the period October 25, 2010 to October 24, 2011, thereby replacing the previous loan agreements. Under the Agreement with KeyBank, the Company’s maximum permitted borrowings and letters of credit in the aggregate may not exceed $20 million. The line of credit is unsecured, and bears interest at a rate equal to the lesser of the Prime Rate minus 0.50% or LIBOR plus 1.00% (effective rate of 1.25% at April 2, 2011). The Agreement governing our unsecured line of credit contains various financial and restrictive covenants to be maintained by the Company including requirements to maintain a tangible net worth of at least $85 million, a debt to tangible net worth ratio not to exceed 1 to 1, and quarterly net profits of at least one dollar. For purposes of this Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The Agreement also may, in certain circumstances, limit our ability to pay dividends or distributions utilizing our line of credit. The Agreement also contains customary representations and warranties, affirmative and negative covenants and events of default. As of April 2, 2011, the Company was in compliance with its debt covenants. The Company did not have any amounts outstanding under its line of credit at April 2, 2011, and there were letters of credit aggregating $650,000 issued against the line.

Discussion of Cash Flows

At April 2, 2011, we had cash and cash equivalents of $1.0 million compared to $6.3 million at December 31, 2010. The decrease in cash and cash equivalents of $5.3 million for the thirteen weeks ended April 2, 2011 resulted from $1.4 million in cash used in operations, $3.2 million in cash used in investing activities and $0.8 million in cash used in financing activities.

The $1.4 million in cash used in operations was primarily attributed to $2.9 million of net income adjusted for $2.9 million of non-cash charges for depreciation and amortization, $0.8 million gain on the sales of marketable securities, $0.2 million in changes in deferred income taxes, and an increase in the working capital position of the Company of $6.1 million. The increase in the working capital position is primarily the result of an increase in accounts receivable due to increased revenue and an increase in prepaid expenses due to prepaying several expenses at the beginning of the year and ratably amortizing them throughout 2011. These increases are partially offset by an increase in accounts payable and other current liabilities due to increased accrued commissions and purchased transportation costs in connection with the increased revenues.

The $3.2 million in net cash used in investing activities for the thirteen weeks ended April 2, 2011 was used for $3.3 million in capital expenditures, $0.6 million in the purchases of marketable securities, and $0.5 million for our business acquisition. These uses were partially offset by $1.0 million in proceeds from the sales of marketable securities.

 

17

---

The $0.8 million in cash used in financing activities for the thirteen weeks ended April 2, 2011 was primarily used for $0.7 million in purchases of treasury stock.

Off Balance Sheet Arrangements

None.

Critical Accounting Policies

A summary of critical accounting policies is presented in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” of our Form 10-K for the year ended December 31, 2010. There have been no changes in the accounting policies followed by us during the thirteen weeks ended April 2, 2011.

Seasonality

Our operations are subject to seasonal trends common to the trucking industry. Results of operations in the first quarter are typically lower than the second, third and fourth quarters.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have not been any material changes to the Company’s market risk during the thirteen weeks ended April 2, 2011. For additional information, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as amended (or the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 2, 2011, our disclosure controls and procedures were effective in causing the material information required to be disclosed in the reports that it files or submits under the Exchange Act to be recorded, processed, summarized and reported, to the extent applicable, within the time periods required for us to meet the Securities and Exchange Commission’s (or SEC) filing deadlines for these reports specified in the SEC’s rules and forms.

Internal Controls

There have been no changes in our internal controls over financial reporting during the thirteen weeks ended April 2, 2011 identified in connection with our evaluation that has materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

18

---

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

Information with respect to legal proceedings and other exposures appears in Part I, Item 1, Note (11) of the “Notes to Unaudited Consolidated Financial Statements,” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

ITEM 1A: RISK FACTORS

There have been no material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2010.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information regarding the Company’s purchases of its Common Stock during the period from January 1, 2011 to April 2, 2011, the Company’s first fiscal quarter:

 

Fiscal Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Program				Maximum Number of Shares that May Yet be Purchased Under the Program
December 31, 2010											455,000				345,000
Jan. 1, 2011 – Jan. 29, 2011			38,200			$	16.01				493,200				306,800
Jan. 30, 2011 – Feb. 26, 2011			7,500				15.58				500,700				299,300
Feb. 27, 2011 – April 2, 2011			—				—				500,700				299,300
Total			45,700			$	15.94				500,700				299,300

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: (REMOVED AND RESERVED)

ITEM 5: OTHER INFORMATION

None.

 

19

---

ITEM 6: EXHIBITS

The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form 10-Q.

 

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004 (Commission File No. 333-120510))
3.2		Amended and Restated Bylaws, as amended effective April 22, 2009 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 24, 2009 (Commission File No. 000-51142))
4.1		Registration Rights Agreement, dated as of December 31, 2004, among the Registrant, Matthew T. Moroun and The Manuel J. Moroun Trust (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on January 7, 2005 (Commission File No. 333-120510))
31.1*		Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 

*	Filed herewith.

**	Furnished herewith

 

20

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				Universal Truckload Services, Inc.
				(Registrant)
Date: May 10, 2011		By:		/s/ Robert E. Sigler
				Robert E. Sigler, Vice President, Chief Financial Officer, Secretary and Treasurer
Date: May 10, 2011		By:		/s/ Donald B. Cochran
				Donald B. Cochran, President and Chief Executive Officer

 

21