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) July 22, 2009
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 120510 | 38-3640097 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
12755 E. Nine Mile Road, Warren, Michigan
(Address of principal executive offices)
48089
(Zip Code)
(586) 920-0100
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On July 23, 2009, Universal Truckload Services, Inc., or the Company, issued a press release announcing the Company’s financial and operating results for the thirteen and twenty-six weeks ended June 27, 2009, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
| Item 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
| (d) | On July 22, 2009, the Company’s Board of Directors increased the size of the Board to eight members and elected Daniel J. Deane to the Board as a director, as provided under the Company’s Bylaws. Mr. Deane will serve as a director until the Company’s annual meeting of shareholders in 2010, at which time our shareholders will elect all of the Company’s directors. |
Mr. Deane’s compensation for his services as a director will be consistent with that of our other non-employee directors, as described in our definitive proxy statement with respect to our 2009 annual meeting of shareholders filed with the Securities and Exchange Commission on April 27, 2009. There are no arrangements or understandings between Mr. Deane and any other person pursuant to which he was appointed as a director, and Mr. Deane is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated July 23, 2009 announcing the Company’s financial and operating results for the thirteen and twenty-six weeks ended June 27, 2009. |
SIGNATURES
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, thereunto duly authorized.
| UNIVERSAL TRUCKLOAD SERVICES, INC. | ||
| Date: July 24, 2009 | /s/ Robert E. Sigler | |
| Robert E. Sigler | ||
| Vice President, Chief Financial Officer, Secretary and Treasurer | ||
Exhibit 99.1
For further information:
Robert Sigler
Vice President and Chief Financial Officer
586.920.0100
Universal Truckload Services, Inc. Reports Revenue and Net Income for the Thirteen and Twenty-six Weeks Ended June 27, 2009
Warren, MI – July 23, 2009 — Universal Truckload Services, Inc. (NASDAQ: UACL) today announced financial results for the thirteen weeks and twenty-six weeks ended June 27, 2009.
For the thirteen weeks ended June 27, 2009, operating revenues decreased 39.9%, or $79.5 million, to $119.9 million from $199.4 million for the thirteen weeks ended June 28, 2008. Included in operating revenues are fuel surcharges of $7.4 million and $29.6 million for the second quarters of 2009 and 2008, respectively. Net income decreased 62.7%, or $2.2 million, to $1.3 million, or $0.08 per basic and diluted share for the second quarter of 2009, from $3.5 million, or $0.22 per basic and diluted share, for the second quarter of 2008. Included in net income for the second quarter of 2009 were $0.2 million, or $0.01 per basic and diluted share, of after-tax charges for other-than-temporary impairments of marketable equity securities classified as available for sale, compared to $1.4 million, or $0.08 per basic and diluted share of similar charges in the second quarter of 2008.
Universal’s truckload revenue in the second quarter of 2009 decreased by 36.9% to $75.1 million from $119.0 million in the corresponding period of 2008. Included in truckload revenue in the second quarter of 2009 is $1.2 million of revenue from our second quarter 2008 acquisition. Brokerage revenue in the second quarter of 2009 decreased by 47.6% to $26.1 million from $49.8 million in the corresponding period of 2008. Included in brokerage revenue in the second quarter of 2009 is $0.3 million of revenue from our second quarter 2008 acquisition. Intermodal revenue in the second quarter of 2009 decreased by 38.9% to $18.7 million from $30.6 million in the corresponding period of 2008. Included in Intermodal revenue in the second quarter of 2009 is $0.2 million of revenue from our second quarter 2008 acquisition.
For the twenty-six weeks ended June 27, 2009, operating revenues decreased 36.4%, or $134.6 million, to $234.9 million from $369.6 million for the twenty-six weeks ended June 28, 2008. Included in operating revenues are fuel surcharges of $15.3 million and $48.9 million for the first two quarters of 2009 and 2008, respectively. Net income decreased 78.9%, or $5.4 million, to $1.4 million, or $0.09 per share for the first half of 2009, from $6.8 million, or $0.43 per share, for the first half of 2008. Included in net income for the first half of 2009 were $0.7 million, or $0.04 per basic and diluted share, of after-tax charges for other-than-temporary impairments of marketable equity securities classified as available for sale, compared to $1.4 million, or $0.08 per basic and diluted share of similar charges in the first half of 2008.
Universal’s truckload revenue in the first half of 2009 decreased by 34.1% to $143.8 million from $218.2 million in the corresponding period of 2008. Included in truckload revenue in the first half of 2009 is $2.7 million from our second quarter 2008 acquisition. Brokerage revenue in the first half of 2009 decreased by 42.6% to $53.9 million from $93.9 million in the corresponding period of 2008. Included in brokerage revenue in the first half of 2008 is $0.6 million from our second quarter 2008 acquisition. Intermodal revenue in the first half of 2009 decreased by 35.1% to $37.3 million from $57.4 million in the corresponding period of 2008. Included in Intermodal revenue in the first half of 2009 is $0.8 million from our acquisitions completed in the first half of 2008.
“Although revenue volumes remain low, we are pleased with the hard work of all of our employees, agents, and owner-operators to help control costs and improve our level of profitability over the first quarter of 2009,” stated Universal’s President and CEO Don Cochran. “We must continue to focus on retaining market share and growth through strategic acquisitions, while also continuing to control costs.”
Universal Truckload Services, Inc. is primarily an asset light provider of transportation services to shippers throughout the United States and in the Canadian provinces of Ontario and Quebec. The Company’s trucking services include both flatbed and dry van operations and the Company provides rail-truck and steamship-truck intermodal support services. The Company also offers truck brokerage services.
Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. These forward-looking statements are subject to a number of factors that may cause actual results to differ materially from the expectations described. Additional information about the factors that may adversely affect these forward-looking statements is contained in the Company’s reports and filings with the Securities and Exchange Commission. The Company assumes 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.
* * * * * * * * * * * * * * * *
UNIVERSAL TRUCKLOAD SERVICES, INC.
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share data)
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||
| June 27, 2009 |
June 28, 2008 |
June 27, 2009 |
June 28, 2008 |
|||||||||||||
| Operating revenues: |
||||||||||||||||
| Truckload |
$ | 75,066 | $ | 118,991 | $ | 143,781 | $ | 218,235 | ||||||||
| Brokerage |
26,120 | 49,830 | 53,877 | 93,923 | ||||||||||||
| Intermodal |
18,711 | 30,599 | 37,265 | 57,397 | ||||||||||||
| Total operating revenues |
119,897 | 199,420 | 234,923 | 369,555 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Purchased transportation |
88,947 | 155,777 | 175,032 | 287,377 | ||||||||||||
| Commissions expense |
8,060 | 12,177 | 15,662 | 22,743 | ||||||||||||
| Other operating expense |
2,117 | 2,587 | 4,502 | 4,877 | ||||||||||||
| Selling, general, and administrative |
10,602 | 12,841 | 22,443 | 25,532 | ||||||||||||
| Insurance and claims |
5,241 | 5,918 | 9,023 | 11,463 | ||||||||||||
| Depreciation and amortization |
2,576 | 2,359 | 5,138 | 4,591 | ||||||||||||
| Total operating expenses |
117,543 | 191,659 | 231,800 | 356,583 | ||||||||||||
| Income from operations |
2,354 | 7,761 | 3,123 | 12,972 | ||||||||||||
| Non operating income (expense) |
(294 | ) | (2,014 | ) | (820 | ) | (1,781 | ) | ||||||||
| Interest income (expense), net |
23 | (1 | ) | 3 | 19 | |||||||||||
| Income before provision for income taxes |
2,083 | 5,746 | 2,306 | 11,210 | ||||||||||||
| Provision for income taxes |
778 | 2,243 | 862 | 4,363 | ||||||||||||
| Net income |
$ | 1,305 | $ | 3,503 | $ | 1,444 | $ | 6,847 | ||||||||
| Earnings per common share: |
||||||||||||||||
| Basic |
$ | 0.08 | $ | 0.22 | $ | 0.09 | $ | 0.43 | ||||||||
| Diluted |
$ | 0.08 | $ | 0.22 | $ | 0.09 | $ | 0.43 | ||||||||
| Weighted average number of common shares outstanding: |
||||||||||||||||
| Basic |
15,980 | 16,088 | 15,985 | 16,088 | ||||||||||||
| Diluted |
15,980 | 16,088 | 15,985 | 16,088 | ||||||||||||
UNIVERSAL TRUCKLOAD SERVICES, INC.
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
| June 27, 2009 |
December 31, 2008 | |||||
| Assets |
||||||
| Cash and cash equivalents |
$ | 6,209 | $ | 28,767 | ||
| Marketable securities |
12,043 | 8,808 | ||||
| Accounts receivable – net |
58,200 | 70,590 | ||||
| Other current assets |
8,576 | 9,948 | ||||
| Total current assets |
85,028 | 118,113 | ||||
| Property and equipment – net |
76,587 | 61,334 | ||||
| Other long-term assets – net |
31,228 | 32,100 | ||||
| Total assets |
$ | 192,843 | $ | 211,547 | ||
| Liabilities and shareholders’ equity |
||||||
| Total current liabilities |
$ | 40,142 | $ | 40,040 | ||
| Total long-term liabilities |
5,227 | 7,030 | ||||
| Total liabilities |
45,369 | 47,070 | ||||
| Total shareholders’ equity |
147,474 | 164,477 | ||||
| Total liabilities and shareholders’ equity |
$ | 192,843 | $ | 211,547 | ||
UNIVERSAL TRUCKLOAD SERVICES, INC.
Summary of Operating Data
(Unaudited)
| Thirteen Weeks Ended |
Twenty-six Weeks Ended | |||||||||||
| June 27, 2009 |
June 28, 2008 |
June 27, 2009 |
June 28, 2008 | |||||||||
| Average number of tractors provided by owner-operators |
||||||||||||
| Truckload |
2,620 | 2,738 | 2,686 | 2,754 | ||||||||
| Intermodal |
685 | 823 | 704 | 852 | ||||||||
| Total |
3,305 | 3,561 | 3,390 | 3,606 | ||||||||
| Truckload Revenues: |
||||||||||||
| Average operating revenues per loaded mile (1) |
$ | 2.27 | $ | 2.91 | $ | 2.31 | $ | 2.77 | ||||
| Average operating revenues per loaded mile, excluding fuel surcharges (1) |
$ | 2.09 | $ | 2.33 | $ | 2.12 | $ | 2.28 | ||||
| Average operating revenues per load (1) |
$ | 949 | $ | 1,062 | $ | 953 | $ | 1,013 | ||||
| Average operating revenues per load, excluding fuel surcharges (1) |
$ | 875 | $ | 850 | $ | 873 | $ | 832 | ||||
| Average length of haul (1)(2) |
418 | 365 | 412 | 365 | ||||||||
| Number of loads (1) |
79,081 | 112,017 | 150,920 | 215,415 | ||||||||
| Brokerage Revenues: |
||||||||||||
| Average operating revenues per loaded mile (1) |
$ | 1.89 | $ | 2.47 | $ | 1.94 | $ | 2.31 | ||||
| Average operating revenues per load (1) |
$ | 1,098 | $ | 1,426 | $ | 1,108 | $ | 1,367 | ||||
| Average length of haul (1)(2) |
581 | 578 | 572 | 592 | ||||||||
| Number of loads (1) |
21,813 | 30,601 | 44,696 | 60,162 | ||||||||
| Intermodal Revenues: |
||||||||||||
| Drayage (in thousands) |
$ | 16,889 | $ | 27,558 | $ | 33,438 | $ | 52,625 | ||||
| Depot (in thousands) |
$ | 1,822 | $ | 3,041 | $ | 3,827 | $ | 4,772 | ||||
| Total (in thousands) |
$ | 18,711 | $ | 30,599 | $ | 37,265 | $ | 57,397 | ||||
| Average operating revenues per loaded mile |
$ | 3.17 | $ | 4.88 | $ | 3.37 | $ | 4.81 | ||||
| Average operating revenues per loaded mile, excluding fuel surcharges |
$ | 2.89 | $ | 3.85 | $ | 3.05 | $ | 3.90 | ||||
| Average operating revenues per load |
$ | 277 | $ | 340 | $ | 282 | $ | 330 | ||||
| Average operating revenues per load, excluding fuel surcharges |
$ | 252 | $ | 269 | $ | 255 | $ | 267 | ||||
| Number of loads |
60,961 | 80,975 | 118,383 | 159,640 | ||||||||
| (1) | Excludes operating data from CrossRoad Carriers, Inc. in order to improve the relevance of the statistical data related to our truckload and brokerage services and improve the comparability to our peer companies. |
| (2) | Average length of haul is computed using loaded miles. |