View:
Mail Stop 03-05
January 13, 2005
Via U.S. Mail
Robert E. Sigler
Chief Financial Officer
Universal Truckload Services, Inc.
11355 Stephens Road
Warren, MI 48089
Re: Universal Truckload Services, Inc.
Form S-1, Amendment No. 1 filed on January 7, 2005
File No. 333-120510
Dear Mr. Sigler,
We have reviewed your filing and have the following
accounting
comments. Please note that the following are accounting comments
only and legal comments on the above referenced amendment have
been
excluded from this letter. We will provide you with legal comments
after we review your next amendment. Where indicated, we think
you
should revise your document in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Accounting Comments
General
1. Please update your financial statements and consent in
accordance
with Rule 3-12 of Regulation S-X in your next amendment.
Capitalization, page 23
2. Please supplementally provide us with your numerical
computation
of each of the balances in the table under the column titled "Pro
Forma."
Dilution, page 24
3. Please supplementally provide us with your numerical
computation
of pro forma net tangible book value as of October 2, 2004.
Unaudited Pro Forma Financial Information, page 27
4. We note your response to our previous comment 19, but still
require further information regarding the fair value assessment of
intangible assets acquired with the purchase of AFA. The glossary
of
SFAS 141 defines the allocation period as ending when the
acquiring
entity is no longer waiting for information that it has arranged
to
obtain and that is known to be available or obtainable. As such,
please supplementally tell us what specific information you are
waiting for that is barring the completion of the fair value
assessment of the intangible assets acquired with the purchase of
AFA.
Unaudited Pro Forma Combined Statement of Income, page 28
5. We note your response to our previous comment 20, but feel that
your explanations need further revision, as described below.
Please
note that similar revisions should be made on both the interim
period
and year end pro forma explanations.
Footnotes (a) and (b)
a. We note your response to our previous comment 20(a). It is
still
unclear from your explanations (a) and (b) how the adjustment of
$1.276 was calculated. Please revise these explanations to
include
the compensation that is being eliminated so that the final
adjustment amount may be recalculated from the explanation
presented.
We may have further comments upon review of this information.
Footnote (d)
b. We note the revisions made in response to our previous comment
20(c). Please explain to us how the value of $419,000 was
calculated
as it appears that additional indebtedness of $16.7 million at an
effective annual rate of 3.79% over 39 weeks of a 52 week year
would
yield approximately $475,000 in interest expense. Similarly, it is
unclear how the value of $495,000 was calculated given that
additional indebtedness of $16.7 million at an effective annual
rate
of 3.79% for a full year would yield approximately $633,000 of
interest expense. Please also add the weighted average effective
rate over the period to your explanation, as this may clarify the
calculation.
Footnote (f)
c. Please provide the calculation of the number of shares issued
for
the portion of cash dividends payable in the front of the filing
as
well, including the calculation of the net income used. A cross-
reference to this calculation should be presented via footnote
wherever the pro forma shares or earnings per share are discussed.
Please note this includes footnote (1) in the Selected Financial
Data
and the EPS footnote in the financial statements.
Other
d. Please revise your presentation on the face of the pro forma
statement of income to include the adjustment described in
footnote
(g) and (h).
Unaudited Pro Forma Balance Sheet, page 35
6. We note your response to our previous comment 21, but feel that
your explanations need further revision, as described below.
a. Based upon the historical financial statements included in the
filing, the balances presented for NYP do not appear to constitute
"actual" balances. Please revise your presentation to clearly
indicate what they represent and how they were derived.
b. Please review your disclosure of this transaction throughout
your
filing as the values appear inconsistent in similar disclosure
located elsewhere in the document.
c. It is unclear how adjustment (c) affects the change in balance
to
your line of credit. It appears this adjustment should only
consist
of the $500,000 used to pay a portion of the cash dividend
described
in footnote (a) and the incurrence of $1.575 million of
indebtedness
incurred in the NYP acquisition.
Footnote (i)
d. Please revise footnote (i) on page 35 to include the maturity
dates of the debt being repaid with offering proceeds.
Other
e. Please add the appropriate footnoted explanations to the
$(30,253)
adjustment to equity.
Financial Statements of Universal Truckload Services as of
December
31, 2003
Consolidated Statements of Income, page F-5
7. We note that you will revise your presentation to present pro
forma earnings per share for the latest fiscal year and interim
period in accordance with SAB topic 1B3.
Financial Statements of Universal Truckload Services as of October
2,
2004
Consolidated Balance Sheets, page F-22
8. Please include a discussion of the pro forma adjustments in the
notes to your interim unaudited financial statements.
(10) Subsequent Events, Acquisition of NYP & Associates, page F-31
9. Please revise your disclosure to indicate how you will record
for
any additional cash consideration paid pursuant to the NYP
purchase
agreement. If you will employ the former owners, please
supplementally address the individual factors discussed in EITF
98-5.
Tell us how these factors support your proposed accounting.
(10) Subsequent Events, Dividends, page F-32
10. According to page 22, CenTra has the right to purchase the
Dearborn property for $11.6 million, plus the cost of any future
improvements you make to the property. Tell us, and revise to
disclose, the book and the fair value of that property as of
October
2004.
11. As a related matter, we note that you have agreed to transfer
one
of your terminal yards in Detroit to CenTra and that CenTra has
assigned to UTSI its right to acquire a terminal yard in Dearborn
while acquiring an option to purchase that same yard in the
future.
Refer to page F-33. In view of the nature and number of these
recent
arrangements, please supplementally explain their business
purpose.
12. The information included under "Exchange of Properties" does
not
appear consistent throughout the footnote. For example, we note
references to a book value of $718,000, a net book value of
$729,000
and a net book value of $131,000. Please revise the footnote to
further clarify the nature of this transaction and your proposed
accounting. Revise footnote (c) on page 35 for clarity as well.
In
addition, please provide us with the journal entries, in debit and
credit format, you propose to record to account for this
transaction.
Illustrate how you derived the numbers used in these entries and
cite
your basis in GAAP for your valuations and accounting. We may
have
further comments upon review of your revisions and your response.
* * * * *
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Amy Geddes at (202) 942-2885 or Margery
Reich
at (202) 942-1839 if you have questions regarding comments on the
financial statements and related matters. Please contact Rolaine
Bancroft at (202) 824-5537 or me at (202) 942-2936 with any other
questions.
Regards,
Sara W. Dunton
Branch Chief
cc: William B. Brentani, Esq.
Simpson Thacher & Bartlett LLP
via facsimile: 650-251-5002
??
??
??
??
Robert E. Sigler
Universal Truckload Services, Inc.
Page 1