UNIVERSAL LOGISTICS HOLDINGS, INC. - Quarter Report: 2012 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 29, 2012

or

For the transition period from             to             .

Commission File Number: 0-51142

UNIVERSAL TRUCKLOAD SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

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.

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 October 29, 2012 was 30,018,286.

PART I – FINANCIAL INFORMATION

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share data)

See accompanying notes to unaudited consolidated financial statements.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Income

September 29, 2012 and October 1, 2011

(In thousands, except per share data)

See accompanying notes to unaudited consolidated financial statements.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Comprehensive Income

September 29, 2012 and October 1, 2011

(In thousands)

See accompanying notes to unaudited consolidated financial statements.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows

Thirty-nine Weeks ended September 29, 2012 and October 1, 2011

(In thousands)

See accompanying notes to unaudited consolidated financial statements.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows – Continued

Thirty-nine Weeks ended September 29, 2012 and October 1, 2011

Non-cash financing transactions (Note 3):

During the thirty-nine week period ended October 1, 2011, the Company recorded the forgiveness of the loan from the County of Cuyahoga, Ohio 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.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements

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, 2011 and 2010 and for each of the years in the three-year period ended December 31, 2011 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.

As discussed in our critical accounting policies in the Company’s Form 10-K, the Company has historically recognized a liability for the estimated cost of all self-insured claims and for claims expected to exceed our insurance policy limits. This resulted in a net presentation for claims which were not expected to exceed our policy limits. In the third quarter of 2012, the Company has corrected this presentation to separately present the claims liability and related insurance recovery in its balance sheet. As of September 29, 2012 and December 31, 2011, the insurance claims liability and related recovery was $13.3 million and $12.3 million, respectively, and has been recorded in insurance and claims, and other receivables in the unaudited consolidated balance sheets. The Company evaluated the effects of this correction on the prior period’s consolidated financial statements in accordance with guidance provided by ASC Topic 250, Accounting Changes and Error Corrections, and concluded the effects were not material. The Company has made adjustments to its consolidated financial statements, presented herein, as of and for the period ended September 29, 2012 and December 31, 2011 to reflect the immaterial correction.

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

Certain immaterial reclassifications have been made to the prior financial statements in order for them to conform to the September 29, 2012 presentation.

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, Matthew T. Moroun and a trust controlled by Manuel J. Moroun, collectively 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, including leased real estate, maintenance, insurance and employee benefits. Following is a schedule of the costs incurred by UTSI for services provided by CenTra and affiliates. The amounts charged to UTSI for the thirteen weeks and thirty-nine weeks ended September 29, 2012 and October 1, 2011 are presented in the table below (in thousands):

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

Operating revenues from freight services provided to CenTra for the thirteen and thirty-nine weeks ended September 29, 2012 were $652,000 and $787,000. Operating revenues from freight services provided to CenTra for the thirteen and thirty-nine weeks ended October 1, 2011 were $97,000 and $834,000.

During the thirteen and thirty-nine ended September 29, 2012, the Company charged CenTra approximately $9,000 and $39,000, respectively, for vehicle maintenance services performed during the period. For the thirteen and thirty-nine weeks ended October 1, 2011, the Company charged CenTra approximately $77,000 and $227,000, respectively, for such services during the period.

As of September 29, 2012 and December 31, 2011, amounts due from CenTra and affiliates were $1,505,000 and $340,000, respectively. As of September 29, 2012, amounts due to CenTra and affiliates were $668,000.

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 and thirty-nine weeks ended September 29, 2012 were $31,000 and $144,000, respectively. Amount paid for legal services during the thirteen and thirty-nine weeks ended October 1, 2011 was $60,000 and $293,000, respectively.

On October 1, 2012, the Company also completed the acquisition of LINC Logistics Company (“LINC”). The Morouns beneficially owned, in the aggregate, 100% of the common stock of LINC (see Note 12).

(3) Debt

On August 30, 2012, the Company entered into a Revolving Credit and Term Loan Agreement, or the Credit Agreement, with and among the lenders parties thereto and Comerica Bank, as administrative agent, to provide for aggregate borrowing facilities of up to $220 million. Initial advances made under the Credit Agreement are subject to, among other things, the satisfaction of all conditions to closing in connection with the merger with LINC Logistics Company, or LINC. The Credit Agreement consists of a $110 million revolving credit facility (which amount may be increased by up to $20 million upon request of the Company and approval of the lenders), a $60 million equipment credit facility, and a $50 million term loan. Additionally, the Credit Agreement provides for up to $5 million in letters of credit, which letters of credit reduce availability under the revolving credit facility. Borrowings under the revolving credit facility may be made until, and mature on, August 28, 2017. Borrowings under the equipment credit facility may be made until August 28, 2015 and such borrowings made in any year shall be repaid in 28 quarterly installments beginning on April 1 of the year after the applicable borrowing was made. Borrowings under the term loan facility shall mature on August 28, 2017. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each. The applicable margin fluctuates based on the Company’s total debt to EBITDA ratio, as defined in the Credit Agreement.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

The Credit Agreement requires the Company to repay the borrowings made under the term loan facility and the equipment credit facility as follows: 50% (which percentage shall be reduced to 0% subject to the Company attaining a certain leverage ratio) of the Company’s annual excess cash flow; 100% of net cash proceeds of certain asset sales; and 100% of certain insurance and condemnation proceeds. The Company may voluntarily repay outstanding loans under each of the facilities at any time, subject to certain customary “breakage” costs with respect to LIBOR-based borrowings. In addition, the Company may elect to permanently terminate or reduce all or a portion of the revolving credit facility.

All obligations under the Credit Agreement are unconditionally guaranteed by the Company’s material U.S. subsidiaries and the obligations of the Company and such subsidiaries under the Credit Agreement and such guarantees are secured by, subject to certain exceptions, substantially all of their assets. The Credit Agreement includes financial covenants requiring the Company to maintain maximum leverage ratios and a minimum fixed charge coverage ratio, as well as customary affirmative and negative covenants and events of default. As of September 29, 2012, the Company did not have any amounts outstanding or letters of credit issued under the Credit Agreement as the merger with LINC remained pending.

On October 24, 2011, the Company and KeyBank entered into a Change in Terms Agreement to the Amended and Restated Loan Agreement and Promissory Note dated October 25, 2010, collectively referred to as the Key Loan Agreement, whereby the maturity date of the existing Amended and Restated Loan Agreement and Promissory Note was extended to October 23, 2012. Under the Key Loan Agreement, the Company’s maximum permitted borrowings and letters of credit may not exceed $20 million in the aggregate. The line of credit was unsecured and bore interest at a rate equal to the lesser of the Prime Rate minus 0.50% or LIBOR plus 1.00% (effective rate of 1.22% at September 29, 2012). The Key Loan Agreement 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 the Key Loan Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The Key Loan Agreement also may, in certain circumstances, limit our ability to pay dividends or distributions utilizing our line of credit. The Key Loan Agreement also contained customary representations and warranties, affirmative and negative covenants and events of default. As of September 29, 2012, the Company was in compliance with its debt covenants. The Company did not have any amounts outstanding under its line of credit at September 29, 2012 or December 31, 2011, and there were letters of credit aggregating $40,000 and $50,000 issued against the line, respectively.

The Company also maintains a secured borrowing facility at UBS Financial Services, Inc., or UBS, using its marketable securities as collateral for the short-term line of credit. The line of credit bears an interest rate equal to LIBOR plus 0.85% (effective rate of 1.07% at September 29, 2012), and interest is adjusted and billed monthly. No principal payments are due on the borrowing; however, the line of credit is callable at any time. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. If the equity value in the account falls below the minimum requirement, the Company must restore the equity value, or UBS may call the line of credit. The Company did not have any amounts outstanding under its line of credit at September 29, 2012 or December 31, 2011, and the maximum available borrowings under the line of credit were $5,954,000 and $8,369,000, respectively.

9

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

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 with the County required Realty to make 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, in June 2010, the Company repaid $550,000 of the remaining principal balance. As of September 29, 2012 and December 31, 2011 the outstanding balance under the loan was $0.

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. For the thirteen and thirty-nine weeks ended September 29, 2012, the Company has no common stock equivalents; therefore, diluted earnings per share are equal to basic earnings per share.

For the thirteen and thirty-nine weeks ended October 1, 2011, 187,500 options to purchase shares of common stock were excluded from the calculation of diluted earnings per share because such options were anti-dilutive.

In December 2004, the Board 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, had a life of seven years and an exercise price of $22.50 per share. On February 10, 2012, the remaining unexercised stock options expired.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

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

Comprehensive income includes the following (in thousands):

Accumulated other comprehensive income at September 29, 2012 of $1,267,000 represents the net unrealized holding gains on available–for-sale investments of $2,071,000, net of related income taxes of $804,000. At September 29, 2012, the gross unrealized holding gains and gross unrealized holding losses on available-for-sale investments were $2,418,000 and $347,000, respectively.

Accumulated other comprehensive income at December 31, 2011 of $1,608,000 represents the net unrealized holding gains on available–for-sale investments of $2,662,000, net of related income taxes of $1,054,000. At December 31, 2011, the gross unrealized holding gains and gross unrealized holding losses on available-for-sale investments were $3,346,000 and $684,000, respectively.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

In May 2012, the Company acquired certain assets of TFX Incorporated, or TFX, based in Durham, North Carolina through a Limited Asset Purchase Agreement for approximately $1,100,000. TFX is primarily a regional provider of intermodal transportation services strategically positioned to service the primary port areas on the East Coast and the key railheads and major manufacturing centers of the Southern and Midwestern United States. As of September 29, 2012, $850,000 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, TFX operates as part of Mason Dixon Intermodal, Inc.

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):

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.

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:

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – 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):

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

The carrying amount for the line of credit approximates fair value because the interest rate on the line of credit is adjusted frequently.

At September 29, 2012, marketable securities, all of which are available-for-sale, consist of common stocks. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income, 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).

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – 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):

Included in equity securities at September 29, 2012 are securities with a fair value of $2,090,000 with a cumulative loss position of $347,000, 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 September 29, 2012 (in thousands):

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 banking, oil and gas, transportation industries, and steel industries. The fair value and unrealized losses are distributed in 11 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 September 29, 2012.

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.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

In June 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2011-05, Presentation of Comprehensive Income, which eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-05 became effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company has presented the total of comprehensive income, the components of net income and the components of other comprehensive income in two separate but consecutive statements as a result of the Company’s adoption of ASU 2011-05 beginning with the first quarter of 2012.

In September 2011, the FASB issued ASU 2011-08, Intangibles—Goodwill and Other, which allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this amendment, if the Company chooses that option, the Company would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This amendment includes a number of events and circumstances for an entity to consider in conducting the qualitative assessment. ASU 2011-08 is effective for impairment tests performed during entities’ fiscal years that begin after December 15, 2011, which for the Company was the impairment test completed during the 3^rd quarter of the year. The adoption of the ASU did not have a significant impact on the Company’s financial position, results of operations, or cash flows.

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.

The Company evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q. Except for the following matters, 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 Consolidated Financial Statements.

Purchase of LINC

On October 1, 2012, the Company completed the acquisition of LINC Logistics Company (“LINC”) whereby each outstanding share of LINC common stock was converted into the right to receive consideration consisting of 0.700 of a share of common stock of the Company and cash in lieu of fractional shares. This resulted in the issuance of 14,527,332 shares of the Company’s common stock and payment of $27.60 of cash in lieu of fractional shares. The Company and LINC were under common control, and as such, under US GAAP, the merger will be accounted for using the guidance for transactions between entities under common control as described in ASC Topic 805 – “Business Combinations”. In accordance with ASC Topic 805-30, the Company will record the recognized assets and liabilities of LINC at their carrying amounts at the date of transfer, as adjusted for any differences between such carrying amounts and the corresponding historical cost of the parent of the common control group, if applicable, and adjusted for any inconsistencies in the application of accounting methods subject to preferability. As a result, future financial statements of the Company will be retrospectively revised to reflect the accounts of LINC as if they had been consolidated for all previous periods.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements – Continued

(12) Subsequent Events (continued)

LINC Logistics Company, based in Warren, Michigan, is a leading provider of custom-developed third-party logistics solutions with operations in the United States, Canada and Mexico. LINC offers a comprehensive suite of supply chain logistics services, including value-added, transportation and specialized services. LINC’s value-added logistics services include material handling and consolidation, sequencing and sub-assembling, kitting and repacking, and returnable container management. LINC also provides a broad range of transportation services, such as dedicated truckload, shuttle operations and yard management. LINC’s specialized services include air and ocean freight forwarding, expedited ground transportation and final-mile delivery.

Had we acquired LINC on January 1, 2011, our pro forma revenues and net income for the thirty-nine weeks ended September 29, 2012 would have been $777.5 million and $1.13 per basic and diluted share, respectively, compared to $742.7 million and $1.00 per basic and diluted share, respectively, for the thirty-nine weeks ended October 1, 2011. In connection with the acquisition, the Company and LINC have incurred $8.3 million of transaction costs that are not included in the pro forma net income figures that will be expensed during the fourth fiscal quarter of 2012. As of September 29, 2012, $6.0 million of these costs are included in prepaid expenses and other, and accrued expenses and other current liabilities in Universal’s unaudited consolidated balance sheet.

In addition, at closing we borrowed approximately $149.1 million to repay LINC’s outstanding indebtedness and dividends payable, and debt issuance costs pursuant to the new credit facility with Comerica Bank (see Note 3).

Termination of KeyBank Loan Agreement and Promissory Note

On October 1, 2012, the Company terminated its Amended and Restated Loan Agreement and Promissory Note with KeyBank National Association. As discussed above, the Company has entered into a new Revolving Credit and Term Loan Agreement with a group of lenders (see Note 3).

Amendment to Articles of Incorporation

On November 1, 2012, the Company amended its Articles of Incorporation to increase the total number of shares of authorized common stock from 40,000,000 to 100,000,000.

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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, 2011, 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 a leading asset-light provider of transportation services to customers throughout the United States and in the Canadian provinces of Ontario and Quebec. Our trucking services include flatbed and dry van operations, and rail-truck and steamship-truck intermodal support services. We also offer brokerage services, which allows us to supplement our capacity and provide our customers with freight transportation by using third party capacity, as well as full service international freight forwarding and customs house brokerage services. Following our acquisition of LINC Logistics Company on October 1, 2012, we have increased the scope of our service offerings by adding a leading provider of custom-developed third-party logistics solutions with operations in the United States, Canada and Mexico. Our value-added logistics services now include material handling and consolidation, sequencing and sub-assembling, kitting and repacking, and returnable container management.

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 and thirty-nine weeks ended September 29, 2012, approximately 85.8% and 85.6%, respectively, of our total operating expenses were variable in nature and our capital expenditures were $4.7 million and $11.0 million, respectively.

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, 2011 and the Unaudited Consolidated Financial Statements and related notes contained in this quarterly report on Form 10-Q.

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Results of Operations

The following table sets forth items derived from our consolidated statements of income for the thirteen and thirty-nine weeks ended September 29, 2012 and October 1, 2011, as a percentage of operating revenues:

Thirty-nine Weeks Ended September 29, 2012 Compared to Thirty-nine Weeks Ended October 1, 2011

Operating revenues. Operating revenues for the thirty-nine weeks ended September 29, 2012 increased by $19.1 million, or 3.6%, to $544.2 million from $525.1 million for the thirty-nine weeks ended October 1, 2011. The increase in operating revenues is primarily attributable to an increase in the number of loads in our brokerage and intermodal operations, increases in our operating revenues per loaded mile, and an increase in fuel surcharges. The number of loads from our combined truckload, brokerage and intermodal operations was 609,000 for the thirty-nine weeks ended September 29, 2012 compared to 601,000 for thirty-nine weeks ended October 1, 2011. For the thirty-nine weeks ended September 29, 2012, our operating revenue per loaded mile, excluding fuel surcharges, from our combined truckload and brokerage operations increased to $2.61 from $2.42 for the thirty-nine weeks ended October 1, 2011. Included in operating revenues are fuel surcharges of $69.3 million for the thirty-nine weeks ended September 29, 2012 compared to $66.2 million for the thirty-nine weeks ended October 1, 2011. Included in operating revenue is approximately $5.2 million of revenues attributable to our acquisitions made since the first quarter 2011, which consists of $1.3 million in truckload operations, $0.7 million in brokerage operations, and $3.2 million in intermodal support services. Excluding the effects of these acquisitions, revenue from our truckload operations increased by $2.1 million, or 0.7%, to $321.1 million for the thirty-nine weeks ended September 29, 2012 from $319.0 million for the thirty-nine weeks ended October 1, 2011. Excluding the effects of these acquisitions, revenue from our brokerage operations increased by $8.2 million, or 6.4%, to $135.7 million for the thirty-nine weeks ended September 29, 2012 compared to $127.5 million for the thirty-nine weeks ended October 1, 2011. Excluding the effects of these acquisitions, revenue from our intermodal support services increased by $3.6 million, or 4.6%, to $82.2 million for the thirty-nine weeks ended September 29, 2012 from $78.6 million for the thirty-nine weeks ended October 1, 2011.

Purchased transportation. Purchased transportation expense for the thirty-nine weeks ended September 29, 2012 increased by $12.4 million, or 3.1%, to $416.9 million from $404.5 million for the thirty-nine weeks ended October 1, 2011. As a percentage of operating revenues, purchased transportation expense decreased to 76.6% for the thirty-nine weeks ended September 29, 2012 from 77.0% for the thirty-nine weeks ended October 1, 2011. 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 decrease in purchased transportation as a percent of operating revenues is primarily due to a decrease in the cost of transportation in our truckload and brokerage businesses.

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Commissions expense. Commissions expense for the thirty-nine weeks ended September 29, 2012 decreased by $0.4 million, or 1.3%, to $31.2 million from $31.6 million for the thirty-nine weeks ended October 1, 2011. As a percentage of operating revenues, commissions expense decreased to 5.7% for the thirty-nine weeks ended September 29, 2012 compared to 6.0% for thirty-nine weeks ended October 1, 2011. Commissions expense generally increases or decreases in proportion to the revenues. 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 an increase in revenues generated by our employee managed terminals, and as such, no commissions are paid.

Other operating expense. Other operating expense for the thirty-nine weeks ended September 29, 2012 increased by $1.7 million, or 16.2%, to $12.2 million from $10.5 million for the thirty-nine weeks ended October 1, 2011. As a percentage of operating revenues, other operating expense increased to 2.2% for the thirty-nine weeks ended September 29, 2012 compared to 2.0% for thirty-nine weeks ended October 1, 2011. The absolute increase was primarily due to an increase in repairs and maintenance expense of $1.3 million, permit costs of $0.1 million, highway use and fuel expense of $0.1 million, property and other operating taxes of $0.1 million, and other operating expenses of $0.3 million. These increases were partially offset by a decrease in license plate expense of $0.2 million.

Selling, general and administrative. Selling, general and administrative expense for the thirty-nine weeks ended September 29, 2012 increased by $3.1 million, or 7.9%, to $42.2 million from $39.1 million for the thirty-nine weeks ended October 1, 2011. As a percentage of operating revenues, selling, general and administrative expense increased to 7.8% for the thirty-nine weeks ended September 29, 2012 compared to 7.4% for thirty-nine weeks ended October 1, 2011. The absolute increase was primarily the result of increases in salaries and wage expense of $2.8 million, travel and entertainment of $0.1 million, communication costs of $0.4 million, and professional fees of $0.1 million. These increases were partially offset by a decrease in our provision for bad debts of $0.4 million.

Insurance and claims. Insurance and claims expense for the thirty-nine weeks ended September 29, 2012 decreased by $0.3 million, or 2.4%, to $12.2 million from $12.5 million for the thirty-nine weeks ended October 1, 2011. As a percentage of operating revenues, insurance and claims decreased to 2.2% for the thirty-nine weeks ended September 29, 2012 from 2.4% for the thirty-nine weeks ended October 1, 2011. The absolute decrease is primarily the result of a decrease in our auto liability insurance premiums and claims expense of $0.4 million, which was partially offset by an increase in our cargo claims expense of $0.1 million.

Depreciation and amortization. Depreciation and amortization for the thirty-nine weeks ended September 29, 2012 increased by $0.2 million, or 2.3%, to $8.9 million from $8.7 million for the thirty-nine weeks ended October 1, 2011. As a percent of operating revenues, depreciation and amortization decreased to 1.6% for the thirty-nine weeks ended September 29, 2012 from 1.7% for the thirty-nine weeks ended October 1, 2011. The absolute increase is primarily the result of additional depreciation of $0.5 million on our capital expenditures, which was partially offset by a decrease in amortization of $0.3 million.

Interest expense (income), net. Net interest income for the thirty-nine weeks ended September 29, 2012 was $19 thousand compared to $48 thousand for the thirty-nine weeks ended October 1, 2011.

Other non-operating income. Other non-operating income for the thirty-nine weeks ended September 29, 2012 was $2.4 million compared to $1.4 million for the thirty-nine weeks ended October 1, 2011. Included in other non-operating income for the thirty-nine weeks ended September 29, 2012 were $1.9 million of gains on the sales of marketable securities compared to $0.9 million for the thirty-nine weeks ended October 1, 2011.

Provision for income taxes. Provision for income taxes for the thirty-nine weeks ended September 29, 2012 increased by $1.4 million to $8.9 million from $7.5 million for the thirty-nine weeks ended October 1, 2011. The increase was primarily attributable to an increase in our taxable income and an increase in our effective tax rate. For the thirty-nine weeks ended September 29, 2012 and October 1, 2011, we had an effective income tax rate of 38.8% and 38.0%, respectively, based upon our income before provision for income taxes.

Thirteen Weeks Ended September 29, 2012 Compared to Thirteen Weeks Ended October 1, 2011

Operating revenues. Operating revenues for the thirteen weeks ended September 29, 2012 decreased by $4.2 million, or 2.2%, to $183.3 million from $187.5 million for the thirteen weeks ended October 1, 2011. The decrease in operating revenues is primarily attributable to a decrease in the number of loads in our truckload and brokerage operations, and a decrease in fuel surcharges, which were partially offset by an increase in our operating revenues per loaded mile. The number of loads from our combined truckload, brokerage and intermodal operations was

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204,000 for the thirteen weeks ended September 29, 2012 compared to 208,000 for thirteen weeks ended October 1, 2011. Included in operating revenues are fuel surcharges of $23.0 million for the thirteen weeks ended September 29, 2012 compared to $23.3 million for the thirteen weeks ended October 1, 2011. For the thirteen weeks ended September 29, 2012, our operating revenue per loaded mile, excluding fuel surcharges, from our combined truckload and brokerage operations increased to $2.67 from $2.55 for the thirteen weeks ended October 1, 2011. Revenue from our truckload operations decreased by $2.7 million, or 2.4%, to $108.2 million for the thirteen weeks ended September 29, 2012 from $110.9 million for the thirteen weeks ended October 1, 2011. Revenue from our brokerage operations decreased by $4.5 million, or 9.3%, to $44.1 million for the thirteen weeks ended September 29, 2012 compared to $48.6 million for the thirteen weeks ended October 1, 2011. Included in operating revenues is approximately $2.1 million of intermodal revenues attributable to our acquisition made in the second quarter of 2012. Excluding the effects of this acquisition, revenue from our intermodal support services increased by $0.8 million, or 2.8%, to $28.9 million for the thirteen weeks ended September 29, 2012 from $28.1 million for the thirteen weeks ended October 1, 2011.

Purchased transportation. Purchased transportation expense for the thirteen weeks ended September 29, 2012 decreased by $4.4 million, or 3.0%, to $140.0 million from $144.4 million for the thirteen weeks ended October 1, 2011. As a percentage of operating revenues, purchased transportation expense decreased to 76.4% for the thirteen weeks ended September 29, 2012 from 77.0% for the thirteen weeks ended October 1, 2011. The absolute decrease was primarily due to the decrease 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 decrease in purchased transportation as a percent of operating revenues is primarily due to a decrease in the cost of transportation in our truckload and brokerage businesses.

Commissions expense. Commissions expense for the thirteen weeks ended September 29, 2012 decreased by $0.5 million, or 4.5%, to $10.5 million from $11.0 million for the thirteen weeks ended October 1, 2011. As a percentage of operating revenues, commissions expense decreased to 5.7% for the thirteen weeks ended September 29, 2012 compared to 5.9% for thirteen weeks ended October 1, 2011. The absolute decrease was primarily due to the decrease in our operating revenues. Commissions expense generally increases or decreases in proportion to the revenues. As a percentage of revenues, the decrease in commissions expense is due to an increase in revenues generated by our employee managed terminals, and as such, no commissions are paid.

Other operating expense. Other operating expense for the thirteen weeks ended September 29, 2012 increased by $0.4 million, or 11.4%, to $3.9 million from $3.5 million for the thirteen weeks ended October 1, 2011. As a percentage of operating revenues, other operating expense increased to 2.1% for the thirteen weeks ended September 29, 2012 compared to 1.9% for the thirteen weeks ended September 29, 2011. The absolute increase was primarily due to increases in repairs and maintenance cost of $0.5 million and property and other operating expenses of $0.1 million. These increases were partially offset by a decrease in license plate expense of $0.1 million and permit expense of $0.1 million.

Selling, general and administrative. Selling, general and administrative expense for the thirteen weeks ended September 29, 2012 increased by $0.8 million, or 6.1%, to $13.9 million from $13.1 million for the thirteen weeks ended October 1, 2011. As a percentage of operating revenues, selling, general and administrative expense increased to 7.6% for the thirteen weeks ended September 29, 2012 compared to 7.0% for thirteen weeks ended October 1, 2011. The absolute increase was primarily the result of increases in salaries and wage expense of $0.6 million, communication costs of $0.1 million, professional fees of $0.2 million, travel and entertainment of $0.1 million, and loss on sale of property of $0.2 million. These increases were partially offset by a decrease in our provision for bad debts of $0.4 million.

Insurance and claims. Insurance and claims expense for the thirteen weeks ended September 29, 2012 remained consistent at $4.2 million compared to the thirteen weeks ended October 1, 2011. As a percentage of operating revenues, insurance and claims expense increased to 2.3% for the thirteen weeks ended September 29, 2012 from 2.2% for the thirteen weeks ended October 1, 2011.

Depreciation and amortization. Depreciation and amortization for the thirteen weeks ended September 29, 2012 increased by $0.1 million, or 1.0%, to $3.0 million from $2.9 million for the thirteen weeks ended October 1, 2011. As a percent of operating revenues, depreciation and amortization remained constant at 1.6% for the thirteen weeks ended September 29, 2012 and October 1, 2011. The absolute increase is primarily the result of additional depreciation on our capital expenditures of $124 thousand, which was partially offset by a decrease in amortization of $94 thousand.

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Interest expense (income), net. Net interest income for the thirteen weeks ended September 29, 2012 was $6 thousand compared to $4 thousand for the thirteen weeks ended October 1, 2011.

Other non-operating income. Other non-operating income for the thirteen weeks ended September 29, 2012 was $1.2 million compared to $0.2 million for the thirteen weeks ended October 1, 2011. Included in other non-operating income for the thirteen weeks ended September 29, 2012 were $1.0 million of gains on the sales of marketable securities.

Provision for income taxes. Provision for income taxes for the thirteen weeks ended September 29, 2012 increased by $0.3 million to $3.5 million from $3.2 million for the thirteen weeks ended October 1, 2011. The increase was primarily attributable to an increase in our taxable income and an increase in our effective tax rate. For the thirteen weeks ended September 29, 2012 and October 1, 2011, we had an effective income tax rate of 38.7% and 37.2%, respectively, based upon our income before provision for income taxes.

Purchase of LINC Logistics Company

On October 1, 2012, the Company completed the acquisition of LINC Logistics Company (“LINC”). Each outstanding share of LINC common stock was converted into the right to receive consideration consisting of 0.700 of a share of common stock of the Company and cash in lieu of fractional shares. This resulted in the issuance of 14,527,332 shares of the Company’s common stock and payment of $27.60 of cash in lieu of fractional shares. To consummate the acquisition, at closing Universal borrowed approximately $149.1 million pursuant to its new $220 million credit facility. Funds were used to repay LINC’s outstanding indebtedness, dividends payable and debt issuance costs.

An overview of LINC’s standalone financial performance for the thirty-nine weeks ended September 29, 2012 appears below, followed by a presentation of our unaudited pro forma condensed combined statements of income as if we had acquired LINC on January 1, 2011. The unaudited pro forma condensed combined financial results presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been if the acquisition occurred as of the dates indicated or what financial results would be for any future periods.

Executive Overview of LINC’s Financial Performance for the thirty-nine weeks ended September 29, 2012

LINC generates substantially all of its revenue through fees charged to customers for the customized logistics services it provides. Its agreements with customers typically follow one of two patterns: contractual or transactional. Contractual agreements for the delivery of value-added services or transportation services on an exclusive basis generated 92.2% of total 2011 revenues. Transactional agreements comprise the balance of LINC’s revenues and are associated with individual freight shipments coordinated by its specialized services operations. LINC’s business and its revenue trends are substantially driven by the level of demand for outsourced logistics services generally as well as by the strength of the North American automotive industry. In recent years, it has targeted and developed customers in other industry sectors. As a result, broader macroeconomic factors have increased in importance.

LINC’s operating revenues for the thirty-nine weeks ended September 29, 2012 increased $15.7 million, or 7.2%, to $233.3 million, compared to revenues of $217.6 million for the thirty-nine weeks ended October 1, 2011. The net increase in demand for services on a year-over-year basis reflects approximately $20.0 million generated by new value-added services operations, including for existing and new customers, and approximately $6.8 million in volume increases at existing operations. These gains were partially offset by an aggregate $10.9 million of reduced transportation services, which includes the discontinuation of certain lower margin transportation routes provided to a Tier I automotive supplier, the discontinuation of a small freight management program administered on behalf of Ford Motor Company in connection with its diversity program, and the discontinuation of a Canadian shuttle operation.

LINC achieved operating income for the thirty-nine weeks ended September 29, 2012, totaling $34.8 million, a 5.9% increase over operating income of $32.9 million for the thirty-nine weeks ended October 1, 2011. It achieved an operating margin of 14.9% for the thirty-nine weeks ended September 29, 2012, compared to 15.1% for the thirty-nine weeks ended October 1, 2011. In the fiscal quarter ended June 30, 2012, LINC attempted and then terminated efforts to complete an initial public offering of its common stock. IPO-related expenses totaling $1.9 million that were incurred prior to or during the fiscal quarter ended June 30, 2012 were charged to selling, general and administrative expense. Excluding IPO-related charges, operating income for the thirty-nine weeks ended September 29, 2012 totaled $36.7 million, or 15.8% of revenue.

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Direct personnel and related benefits. Direct personnel and related benefits costs are the largest component of LINC’s cost structure and increase or decrease proportionately with the expansion, addition or closing of operating facilities. LINC’s direct personnel and related benefits expenses increased $13.8 million, or 16.1%, to $99.1 million for the thirty-nine weeks ended September 29, 2012, compared to $85.4 million for the thirty-nine weeks ended October 1, 2011. Trends in these expenses are generally correlated with changes in operating facilities and headcount requirements, increasing with the level of demand for LINC’s logistics services. Expressed as a percentage of revenue, direct personnel and related benefits expenses increased to 42.5% of revenue for the thirty-nine weeks ended September 29, 2012, compared to 39.2% in the comparable prior-year period.

Purchased transportation and equipment rent. Purchased transportation and equipment rent reflects amounts LINC paid to transportation owner-operators or other third-party equipment providers to haul freight and, to the extent required to deliver certain logistics services, the cost of equipment leased under short-term contracts from third parties. The expense also includes the amount of fuel surcharges that LINC receives from its customers and passes through to its owner-operators. Purchased transportation and equipment rental costs decreased $4.4 million, a 10.7% decline, to $36.4 million for the thirty-nine weeks ended September 29, 2012, compared to $40.7 million for the thirty-nine weeks ended October 1, 2011. Trends in these expenses are generally correlated with changes in demand for transportation services and specialized services, which decreased 7.2%, to $102.3 million in aggregate revenue for thirty-nine weeks ended September 29, 2012, compared to $110.3 million for the thirty-nine weeks ended October 1, 2011. As a percentage of revenue, purchased transportation and equipment rent decreased to 15.6% of revenue for the thirty-nine weeks ended September 29, 2012, compared to 18.7% for the thirty-nine weeks ended October 1, 2011. The decline is due to the reduction in transportation services and specialized services as a percentage of total revenue.

Occupancy expense. Occupancy expense includes all costs related to the lease and tenancy of operating facilities, except utilities, unless such costs are otherwise covered by LINC’s customers. Although occupancy expense is generally related to fluctuations in overall customer demand, LINC’s contracting and pricing strategies help mitigate the cost impact of changing production volumes. To minimize potential exposure to inactive or underutilized facilities that are dedicated to a single customer, LINC strives where possible to enter into lease agreements that are coterminous with individual customer contracts, and it seeks contract pricing terms that recover fixed occupancy costs, regardless of production volume. LINC’s occupancy expense increased by $1.9 million to $13.1 million for the thirty-nine weeks ended September 29, 2012, compared to $11.3 million for the thirty-nine weeks ended October 1, 2011. The 16.6% increase reflects the aggregate net impact of changes in the number of operating locations and lease-based facility rents.

Operating expense (exclusive of items shown separately). These expenses include items such as fuel, maintenance, insurance, communication, utilities, and other general operating expenses, including gains or losses on sale or disposal of assets. Because LINC maintains a flexible business model, its operating expenses (exclusive of items shown separately) generally relate to fluctuations in customer demand and the related impact on its operating capacity. Operating expenses (exclusive of items shown separately) increased by $0.6 million, or 1.6%, to $35.7 million for the thirty-nine weeks ended September 29, 2012, compared to $35.1 million for the thirty-nine weeks ended October 1, 2011. Expressed as a percentage of revenue, operating expenses (exclusive of items shown separately) decreased to 15.3% of revenue for the thirty-nine weeks ended September 29, 2012, compared to 16.1% in the comparable prior-year period.

Depreciation and amortization. LINC’s depreciation and amortization expense reflects depreciation of purchased tractors, trailers, operating equipment and computer equipment. The cost of tires, tractor engines or batteries that are purchased as part of newly-acquired tractors, trailers or similar equipment are capitalized as part of the cost of the equipment. LINC also capitalizes and subsequently depreciates certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of a vehicle or pool of vehicles. Depreciation and amortization expense decreased by $0.1 million, a 1.4% decline, to $4.4 million for the thirty-nine weeks ended September 29, 2012, compared to $4.5 million for the thirty-nine weeks ended October 1, 2011. Depreciation and amortization in the thirty-nine weeks ended September 29, 2012 reflects recent investments in transportation equipment and in LINC’s value-added services operations, including in Mexico. Capital expenditures totaled $9.0 million for the thirty-nine weeks ended September 29, 2012.

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Selling, general and administrative expense. LINC’s selling, general and administrative expense includes the salaries, wages and benefits of sales and administrative personnel, related support costs, taxes (other than income and property taxes), adjustments due to foreign currency transactions, bad debt expense, and other general expenses. These expenses are generally not directly related to levels of operating activity and may contain non-recurring or one-time expenses related to general business operations. Selling, general and administrative expense increased $2.0 million, or 26.4%, to $9.6 million for the thirty-nine weeks ended September 29, 2012, compared to $7.6 million for the thirty-nine weeks ended October 1, 2011, and includes approximately $1.9 million in IPO-related charges.

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UNIVERSAL TRUCKLOAD SERVICES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2012

(In thousands, except per share data)