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 24, 2014
Universal Truckload Services, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 0-51142 | 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 24, 2014, Universal Truckload Services, Inc. (the Company) issued a press release announcing the Company’s financial and operating results for the thirteen and twenty-six weeks ended June 28, 2014, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
| Item 8.01 | OTHER EVENTS |
On July 24, 2014, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock. The dividend is payable to the Company’s shareholders of record at the close of business on August 4, 2014, and is expected to be paid on August 14, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated July 24, 2014 announcing the Company’s financial and operating results for the thirteen and twenty-six weeks ended June 28, 2014, and that the Company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock. | |
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, 2014 | /s/ David A. Crittenden | |||||
| David A. Crittenden | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
For further information:
David A. Crittenden
Chief Financial Officer
DCrittenden@goutsi.com
(586) 467-1427
Universal Truckload Services, Inc. Reports Second Quarter 2014 Financial Results
Warren, MI – July 24, 2014 — Universal Truckload Services, Inc. (NASDAQ: UACL) reported today second quarter net income of $13.6 million, or $0.45 per basic and diluted share, on total revenues of $307.5 million. This compares to net income of $14.2 million, or $0.47 per basic and diluted share, on total revenues of $264.2 million during the second quarter of 2013.
Operating revenues increased 16.4% in the quarter ended June 28, 2014 compared to the second quarter of 2013. Excluding results from our December 2013 acquisition of Westport Axle Corporation, which totaled $26.3 million in the second quarter, Universal’s consolidated operating revenues grew 6.4% to $281.2 million, compared to $264.2 million in the second quarter of 2013.
Revenues from transportation services increased to $197.5 million in the quarter ended June 28, 2014, a 10.1% increase from the comparable period last year due to solid demand in key markets and a good pricing environment. Excluding Westport’s results, revenues from value-added services declined $1.5 million, or 2.9% in the second quarter of 2014 compared to the second quarter of 2013. Our revenues from intermodal services increased 1.2%, to $34.0 million from $33.6 million in the second quarter of 2013.
Income from operations increased 3.4%, to $24.4 million or 7.9% of operating revenues, compared to $23.6 million or 8.9% of operating revenues for the second quarter of 2013. Income from operations in our transportation segment increased 30.7% to $9.8 million or 5.0% of segment operating revenues for the second quarter of 2014, which compares to $7.5 million or 4.2% of segment operating revenues for the second quarter of 2013. Income from operations in our logistics segment, which includes value-added services and dedicated transportation services, decreased 4.7% to $16.1 million or 14.4% of operating revenues for the second quarter of 2014. This compares to $16.9 million or 19.7% of operating revenues one year earlier. Second quarter 2014 income from operations in our logistics segment includes $4.1 million from Westport.
“Our transportation businesses performed well in the second quarter, driven by a 5.7% increase in the number of loads and a 6.5% improvement in average operating revenue per loaded mile,” stated Universal’s Chief Executive Officer, Scott Wolfe. “During the recent quarter, our recurring logistics operations operated in line with expectations. Jeff Rogers, our new executive vice president, has now joined our leadership team, and we are focused on identifying growth opportunities, while continuing to build a more effective organization.”
We calculate and report selected financial metrics in connection with lending arrangements, and also to isolate and separately identify the impact of corporate development activities, which can include non-operating transaction costs and amortization of intangible assets recognized as the result of prior acquisitions. These statistics are described in more detail below in the section captioned “Non-GAAP Financial Measures.”
For the thirteen weeks ended June 28, 2014, our EBITDA increased 13.3% to $32.4 million, from $28.6 million for the thirteen weeks ended June 28, 2013. Expressed as a percentage of operating revenues, second quarter 2014 EBITDA was 10.5%, compared to 10.8% for the second quarter of 2013. Trends in EBITDA expressed as a percentage of operating revenues are substantially similar to trends in income from operations.
As of June 28, 2014, we held cash and cash equivalents totaling $8.1 million and marketable securities totaling $12.4 million. Outstanding debt totaled $242.4 million and obligations pursuant to capital leases were valued at $3.9 million.
Universal Truckload Services, Inc. also announced today that our Board of Directors has declared a quarterly cash dividend of $0.07 per share of common stock. The dividend is payable to shareholders of record at the close of business on August 4, 2014 and is expected to be paid on August 14, 2014.
Conference call:
We invite analysts and investors to participate in a conference call on Friday, July 25, 2014 at 10:00 AM ET. During the call, we will discuss Universal’s second quarter 2014 financial performance, the current demand outlook in key markets we serve, and trends impacting our business. Hosting the call will be Scott Wolfe, Chief Executive Officer, Don Cochran, President, and David Crittenden, CFO.
Dial-in details:
Call Toll Free: (866) 622-0924
International Dial-in: +1 (660) 422-4956
Conference ID: 64110930
A replay of the conference will be available two hours after the call through August 21, 2014, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 64110930. Additionally, the call will be available on investors.goutsi.com.
About Universal:
Universal Truckload Services, Inc. is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, Mexico and Canada. We provide our customers with supply chain solutions that can be scaled to meet their changing demands and volumes. We offer our customers a broad array of services across their entire supply chain, including transportation, value-added, and intermodal services.
Forward Looking Statements
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 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Operating revenues: |
||||||||||||||||
| Transportation services |
$ | 197,505 | $ | 179,439 | $ | 377,321 | $ | 346,366 | ||||||||
| Value-added services |
76,009 | 51,181 | 145,489 | 98,951 | ||||||||||||
| Intermodal services |
34,035 | 33,552 | 64,103 | 66,964 | ||||||||||||
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| Total operating revenues |
307,549 | 264,172 | 586,913 | 512,281 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Purchased transportation and equipment rent |
155,518 | 141,640 | 295,943 | 276,154 | ||||||||||||
| Direct personnel and related benefits |
55,017 | 45,652 | 107,918 | 88,999 | ||||||||||||
| Commission expense |
11,022 | 9,787 | 20,753 | 19,122 | ||||||||||||
| Operating expense (exclusive of items shown separately) |
30,789 | 19,715 | 61,279 | 38,875 | ||||||||||||
| Occupancy expense |
6,578 | 5,300 | 13,413 | 10,262 | ||||||||||||
| Selling, general and administrative |
11,217 | 8,739 | 21,308 | 16,541 | ||||||||||||
| Insurance and claims |
4,973 | 4,704 | 11,594 | 9,382 | ||||||||||||
| Depreciation and amortization |
8,022 | 5,006 | 15,663 | 10,066 | ||||||||||||
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|||||||||
| Total operating expenses |
283,136 | 240,543 | 547,871 | 469,401 | ||||||||||||
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| Income from operations |
24,413 | 23,629 | 39,042 | 42,880 | ||||||||||||
| Interest expense, net |
(2,463 | ) | (928 | ) | (4,038 | ) | (2,030 | ) | ||||||||
| Other non-operating income |
125 | 127 | 214 | 261 | ||||||||||||
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| Income before provision for income taxes |
22,075 | 22,828 | 35,218 | 41,111 | ||||||||||||
| Provision for income taxes |
8,442 | 8,674 | 13,461 | 15,583 | ||||||||||||
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| Net income |
$ | 13,633 | $ | 14,154 | $ | 21,757 | $ | 25,528 | ||||||||
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| Earnings per common share: |
||||||||||||||||
| Basic |
$ | 0.45 | $ | 0.47 | $ | 0.72 | $ | 0.85 | ||||||||
| Diluted |
$ | 0.45 | $ | 0.47 | $ | 0.72 | $ | 0.85 | ||||||||
| Weighted average number of common shares outstanding: |
||||||||||||||||
| Basic |
30,054 | 30,054 | 30,082 | 30,054 | ||||||||||||
| Diluted |
30,092 | 30,196 | 30,124 | 30,196 | ||||||||||||
| Dividends paid per common share: |
$ | 0.07 | $ | — | $ | 0.14 | $ | — | ||||||||
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UNIVERSAL TRUCKLOAD SERVICES, INC.
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
| June 28, 2014 |
December 31, 2013 |
|||||||
| Assets |
||||||||
| Cash and cash equivalents |
$ | 8,106 | $ | 10,223 | ||||
| Marketable securities |
12,407 | 11,626 | ||||||
| Accounts receivable - net |
161,214 | 132,001 | ||||||
| Other current assets |
46,430 | 49,539 | ||||||
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|||||
| Total current assets |
228,157 | 203,389 | ||||||
| Property and equipment - net |
161,429 | 142,656 | ||||||
| Other long-term assets - net |
138,926 | 144,091 | ||||||
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| Total assets |
$ | 528,512 | $ | 490,136 | ||||
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| Liabilities and shareholders’ equity |
||||||||
| Current liabilities, excluding current maturities of capital lease obligations and debt |
$ | 118,195 | $ | 93,896 | ||||
| Capital lease obligations |
3,895 | 4,643 | ||||||
| Debt |
242,403 | 237,500 | ||||||
| Other long-term liabilities |
44,953 | 48,532 | ||||||
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| Total liabilities |
409,446 | 384,571 | ||||||
| Total shareholders’ equity |
119,066 | 105,565 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 528,512 | $ | 490,136 | ||||
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UNIVERSAL TRUCKLOAD SERVICES, INC.
Unaudited Summary of Operating Data
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Transportation Services: |
||||||||||||||||
| Average operating revenues per loaded mile (a) |
$ | 2.93 | $ | 2.75 | $ | 2.95 | $ | 2.72 | ||||||||
| Average operating revenues per loaded mile, excluding fuel surcharges, where separately identifiable (a) |
$ | 2.54 | $ | 2.36 | $ | 2.55 | $ | 2.34 | ||||||||
| Average operating revenues per load (a) |
$ | 1,031 | $ | 1,002 | $ | 1,039 | $ | 999 | ||||||||
| Average operating revenues per load, excluding fuel surcharges, where separately identifiable (a) |
$ | 892 | $ | 859 | $ | 898 | $ | 857 | ||||||||
| Average length of haul (a) (b) |
351 | 364 | 353 | 367 | ||||||||||||
| Number of loads (a) |
167,299 | 158,274 | 317,660 | 309,315 | ||||||||||||
| Value Added Services: |
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| Number of facilities (d) |
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| Customer provided |
19 | 17 | 19 | 17 | ||||||||||||
| Company leased |
28 | 27 | 28 | 27 | ||||||||||||
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| Total |
47 | 44 | 47 | 44 | ||||||||||||
| Intermodal Services: |
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| Drayage (in thousands) |
$ | 30,629 | $ | 27,771 | $ | 57,573 | $ | 52,633 | ||||||||
| Domestic Intermodal (in thousands) |
743 | 3,220 | 1,547 | 9,168 | ||||||||||||
| Depot (in thousands) |
2,663 | 2,561 | 4,983 | 5,163 | ||||||||||||
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| Total (in thousands) |
$ | 34,035 | $ | 33,552 | $ | 64,103 | $ | 66,964 | ||||||||
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| Average operating revenues per loaded mile (c) |
$ | 5.30 | $ | 4.49 | $ | 5.21 | $ | 4.47 | ||||||||
| Average operating revenues per loaded mile, excluding fuel surcharges, where separately identifiable (c) |
$ | 4.28 | $ | 3.62 | $ | 4.20 | $ | 3.59 | ||||||||
| Average operating revenues per load (c) |
$ | 395 | $ | 339 | $ | 397 | $ | 330 | ||||||||
| Average operating revenues per load, excluding fuel surcharges, where separately identifiable (c) |
$ | 319 | $ | 273 | $ | 320 | $ | 264 | ||||||||
| Number of loads (c) |
77,460 | 82,000 | 145,081 | 159,657 | ||||||||||||
| Number of container yards |
11 | 11 | 11 | 11 | ||||||||||||
| (a) | Excludes operating data from Universal Logistics Solutions, Inc., and Universal Logistics Solutions International, Inc., in order to improve the relevance of the statistical data related to our brokerage services and improve the comparability to our peer companies. Also excludes final mile delivery and shuttle service loads. |
| (b) | Average length of haul is computed using loaded miles, excluding final mile delivery and shuttle service loads. |
| (c) | Excludes operating data from Universal Logistics Solutions, Inc. in order to improve the relevance of the statistical data related to our intermodal services and improve the comparability to our peer companies. |
| (d) | Excludes storage yards, terminals and office facilities. |
UNIVERSAL TRUCKLOAD SERVICES, INC.
Unaudited Summary of Operating Data—Continued
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Average Headcount: |
||||||||||||||||
| Employees |
4,251 | 3,540 | 4,241 | 3,208 | ||||||||||||
| Full time equivalents |
1,539 | 1,650 | 1,583 | 1,856 | ||||||||||||
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| Total |
5,790 | 5,190 | 5,824 | 5,064 | ||||||||||||
| Average number of tractors: |
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| Provided by owner-operators |
3,323 | 3,338 | 3,309 | 3,356 | ||||||||||||
| Owned |
801 | 687 | 779 | 685 | ||||||||||||
| Third party lease |
67 | 65 | 77 | 55 | ||||||||||||
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| Total |
4,191 | 4,090 | 4,165 | 4,096 | ||||||||||||
| Operating Revenues by Segment: |
||||||||||||||||
| Transportation |
$ | 195,374 | $ | 178,261 | $ | 370,723 | $ | 347,803 | ||||||||
| Logistics |
112,062 | 85,805 | 215,968 | 164,267 | ||||||||||||
| Other |
113 | 106 | 222 | 211 | ||||||||||||
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| $ | 307,549 | $ | 264,172 | $ | 586,913 | $ | 512,281 | |||||||||
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| Income from Operations by Segment: |
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| Transportation |
$ | 9,819 | $ | 7,504 | $ | 15,129 | $ | 13,220 | ||||||||
| Logistics |
16,081 | 16,890 | 25,762 | 30,644 | ||||||||||||
| Other |
(1,487 | ) | (765 | ) | (1,849 | ) | (984 | ) | ||||||||
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| $ | 24,413 | $ | 23,629 | $ | 39,042 | $ | 42,880 | |||||||||
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Non-GAAP Financial Measures
In addition to providing consolidated financial statements based on generally accepted accounting principles in the United States of America (GAAP), we are providing additional financial measures that are not required by or prepared in accordance with GAAP (non-GAAP). We present EBITDA as supplemental measures of our performance. We define EBITDA as net income plus (i) interest expense, net, (ii) provision for income taxes and (iii) depreciation and amortization, and less other non-operating income, or EBITDA. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.
In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, we are presenting the most directly comparable GAAP financial measure and reconciling the non-GAAP financial measure to the comparable GAAP measure. Set forth below is a reconciliation of net income, the most comparable GAAP measure, to EBITDA for each of the periods indicated:
| Thirteen Weeks Ended | Twenty-six Weeks Ended | |||||||||||||||
| June 28, | June 29, | June 28, | June 29, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| EBITDA |
||||||||||||||||
| Net income |
$ | 13,633 | $ | 14,154 | $ | 21,757 | $ | 25,528 | ||||||||
| Provision for income taxes |
8,442 | 8,674 | 13,461 | 15,583 | ||||||||||||
| Interest expense, net |
2,463 | 928 | 4,038 | 2,030 | ||||||||||||
| Depreciation and amortization |
8,022 | 5,006 | 15,663 | 10,066 | ||||||||||||
| Other non-operating income |
(125 | ) | (127 | ) | (214 | ) | (261 | ) | ||||||||
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| EBITDA |
$ | 32,435 | $ | 28,635 | $ | 54,705 | $ | 52,946 | ||||||||
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| EBITDA margin (a) |
10.5 | % | 10.8 | % | 9.3 | % | 10.3 | % | ||||||||
| (a) | EBITDA margin is computed by dividing EBITDA by total operating revenues for each of the periods indicated. |
We present EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
EBITDA has limitations as an analytical tool. Some of these limitations are:
| • | EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
| • | EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| • | EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; |
| • | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and |
| • | Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Because of these limitations, EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and EBITDA only supplementally.