10-Q 1 uacl-10q_20160402.htm 10-Q uacl-10q_20160402.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

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

For the quarterly period ended April 2, 2016

or

o

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

For the transition period from                      to                     .

Commission File Number: 0-51142

 

UNIVERSAL LOGISTICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Michigan

 

38-3640097

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

12755 E. Nine Mile Road

Warren, Michigan 48089

(Address, including Zip Code of Principal Executive Offices)

(586) 920-0100

(Registrant’s telephone number, including area code)

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x   No  o

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  o

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

 

Large accelerated filer

 

¨

  

Accelerated filer

 

x

 

 

 

 

Non-accelerated filer

 

¨

  

Smaller reporting company

 

¨

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

The number of shares of the registrant’s common stock, no par value, outstanding as of May 2, 2016, was 28,414,346.

 

 

 

 


 

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

April 2,

2016

 

 

December 31,

2015

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,731

 

 

$

12,930

 

Marketable securities

 

 

13,378

 

 

 

13,431

 

Accounts receivable – net of allowance for doubtful accounts of $5,344

   and $5,173, respectively

 

 

139,253

 

 

 

141,275

 

Other receivables

 

 

14,401

 

 

 

15,422

 

Due from affiliates

 

 

1,827

 

 

 

1,924

 

Prepaid expenses and other

 

 

16,026

 

 

 

17,858

 

Total current assets

 

 

196,616

 

 

 

202,840

 

Property and equipment – net of accumulated depreciation of $176,147 and

   $171,815, respectively

 

 

206,497

 

 

 

177,189

 

Goodwill

 

 

74,484

 

 

 

74,484

 

Intangible assets – net of accumulated amortization of $45,373 and $43,495, respectively

 

 

42,787

 

 

 

44,665

 

Deferred income taxes

 

 

8,771

 

 

 

6,427

 

Other assets

 

 

5,039

 

 

 

3,894

 

Total assets

 

$

534,194

 

 

$

509,499

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

72,984

 

 

$

46,347

 

Due to affiliates

 

 

2,899

 

 

 

3,413

 

Accrued expenses and other current liabilities

 

 

19,864

 

 

 

18,989

 

Insurance and claims

 

 

19,330

 

 

 

21,906

 

Income taxes payable

 

 

96

 

 

 

1,045

 

Current maturities of capital lease obligations

 

 

123

 

 

 

916

 

Current portion of long-term debt, net of debt issuance costs

   of $264 and $264, respectively

 

 

64,472

 

 

 

61,224

 

Total current liabilities

 

 

179,768

 

 

 

153,840

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Long-term debt, net of debt issuance costs of $1,195 and $1,235, respectively

 

 

168,930

 

 

 

172,190

 

Capital lease obligations, net of current maturities

 

 

170

 

 

 

1,065

 

Deferred income taxes

 

 

46,178

 

 

 

46,840

 

Other long-term liabilities

 

 

2,803

 

 

 

4,483

 

Total long-term liabilities

 

 

218,081

 

 

 

224,578

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common stock, no par value. Authorized 100,000,000 shares; 30,894,727 and

   30,884,727 shares issued; 28,408,900 and 28,398,900 shares outstanding, respectively

 

 

30,895

 

 

 

30,885

 

Paid-in capital

 

 

3,116

 

 

 

2,914

 

Treasury stock, at cost; 2,485,827 shares

 

 

(50,018

)

 

 

(50,018

)

Retained earnings

 

 

155,232

 

 

 

149,743

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized holding gain on available-for-sale securities, net of income

   taxes of $(1,032) and $(1,015), respectively

 

 

1,836

 

 

 

1,801

 

Interest rate swaps, net of income taxes of $138 and $0, respectively

 

 

(231

)

 

 

-

 

Foreign currency translation adjustments

 

 

(4,485

)

 

 

(4,244

)

Total shareholders’ equity

 

 

136,345

 

 

 

131,081

 

Total liabilities and shareholders’ equity

 

$

534,194

 

 

$

509,499

 

See accompanying notes to consolidated financial statements.

2


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Statements of Income

(In thousands, except per share data)

 

 

 

Thirteen Weeks Ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

Operating revenues:

 

 

 

 

 

 

 

 

Transportation services

 

$

149,924

 

 

$

160,404

 

Value-added services

 

 

75,554

 

 

 

70,218

 

Intermodal services

 

 

34,916

 

 

 

32,939

 

Total operating revenues

 

 

260,394

 

 

 

263,561

 

Operating expenses:

 

 

 

 

 

 

 

 

Purchased transportation and equipment rent

 

 

121,665

 

 

 

132,080

 

Direct personnel and related benefits

 

 

64,010

 

 

 

51,510

 

Commission expense

 

 

8,072

 

 

 

8,818

 

Operating expenses (exclusive of items shown separately)

 

 

23,926

 

 

 

27,045

 

Occupancy expense

 

 

7,723

 

 

 

6,827

 

Selling, general, and administrative

 

 

8,350

 

 

 

9,006

 

Insurance and claims

 

 

4,172

 

 

 

4,170

 

Depreciation and amortization

 

 

8,546

 

 

 

9,038

 

Total operating expenses

 

 

246,464

 

 

 

248,494

 

Income from operations

 

 

13,930

 

 

 

15,067

 

Interest income

 

 

123

 

 

 

13

 

Interest expense

 

 

(2,086

)

 

 

(1,855

)

Other non-operating income

 

 

138

 

 

 

107

 

Income before provision for income taxes

 

 

12,105

 

 

 

13,332

 

Provision for income taxes

 

 

4,628

 

 

 

5,168

 

Net income

 

$

7,477

 

 

$

8,164

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

 

$

0.27

 

Diluted

 

$

0.26

 

 

$

0.27

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

28,402

 

 

 

29,992

 

Diluted

 

 

28,402

 

 

 

29,998

 

Dividends declared per common share

 

$

0.07

 

 

$

0.07

 

 

See accompanying notes to consolidated financial statements.

 

 

3


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

Thirteen Weeks Ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

Net Income

 

$

7,477

 

 

$

8,164

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) on available-for-sale

   investments arising during the period, net

   of income taxes

 

 

10

 

 

 

(74

)

Realized loss on available-for-sale investments reclassified

   into income, net of taxes

 

 

25

 

 

 

-

 

Unrealized changes in fair value of interest rate swaps,

   net of income taxes

 

 

(231

)

 

 

-

 

Foreign currency translation adjustments

 

 

(241

)

 

 

(523

)

Total other comprehensive income (loss)

 

 

(437

)

 

 

(597

)

Total comprehensive income

 

$

7,040

 

 

$

7,567

 

 

See accompanying notes to consolidated financial statements.

 

 

4


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Statements of Cash Flows

(In thousands)

 

 

 

Thirteen Weeks Ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

7,477

 

 

$

8,164

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,546

 

 

 

9,038

 

Loss on sale of marketable equity securities

 

 

39

 

 

 

 

Gain on disposal of property and equipment

 

 

(142

)

 

 

(28

)

Amortization of debt issuance costs

 

 

68

 

 

 

173

 

Stock-based compensation

 

 

212

 

 

 

63

 

Provision for doubtful accounts

 

 

541

 

 

 

734

 

Deferred income taxes

 

 

(2,939

)

 

 

(190

)

Change in assets and liabilities:

 

 

 

 

 

 

 

 

Trade and other accounts receivable

 

 

2,785

 

 

 

(15,190

)

Prepaid income taxes, prepaid expenses and other assets

 

 

692

 

 

 

(719

)

Accounts payable, accrued expenses and other current liabilities, and insurance

   and claims

 

 

23,646

 

 

 

9,558

 

Due to/from affiliates, net

 

 

(427

)

 

 

1,157

 

Other long-term liabilities

 

 

(2,049

)

 

 

(1,176

)

Net cash provided by operating activities

 

 

38,449

 

 

 

11,584

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(36,115

)

 

 

(2,188

)

Proceeds from the sale of property and equipment

 

 

318

 

 

 

128

 

Purchases of marketable securities

 

 

(5

)

 

 

(1,050

)

Proceeds from sale of marketable securities

 

 

71

 

 

 

 

Net cash used in investing activities

 

 

(35,731

)

 

 

(3,110

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from borrowing - revolving debt

 

 

3,217

 

 

 

27,418

 

Repayments of debt - revolving debt

 

 

(14,552

)

 

 

(32,788

)

Proceeds from borrowing - equipment notes

 

 

18,933

 

 

 

 

Repayments of debt - equipment notes

 

 

(6,150

)

 

 

 

Repayments of debt - term debt

 

 

(1,500

)

 

 

(2,142

)

Payment of capital lease obligations

 

 

(1,688

)

 

 

(287

)

Dividends paid

 

 

(1,988

)

 

 

(2,100

)

Capitalized financing costs

 

 

(28

)

 

 

 

Purchases of treasury stock

 

 

 

 

 

(623

)

Net cash used in financing activities

 

 

(3,756

)

 

 

(10,522

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(161

)

 

 

(406

)

Net decrease in cash

 

 

(1,199

)

 

 

(2,454

)

Cash  and cash equivalents – beginning of period

 

 

12,930

 

 

 

8,001

 

Cash and cash equivalents – end of period

 

$

11,731

 

 

$

5,547

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

2,105

 

 

$

1,776

 

Cash paid for income taxes

 

$

8,589

 

 

$

9,053

 

 

See accompanying notes to consolidated financial statements.

 

5


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

(1)

Basis of Presentation

The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc., formerly known as Universal Truckload Services, Inc., and its wholly-owned subsidiaries (“we”, “us”, “our”, “Universal”, or “the Company”), 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, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015 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.

Our fiscal year ends on December 31 and 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 April 2, 2016 presentation.

 

 

(2)

Marketable Securities

At April 2, 2016 and December 31, 2015, marketable securities, all of which are available-for-sale, consist of common and preferred stocks.  Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income, 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).

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

 

 

 

Cost

 

 

Gross

unrealized

holding

gains

 

 

Gross

unrealized

holding

(losses)

 

 

Fair

Value

 

At April 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities

 

$

10,509

 

 

$

4,029

 

 

$

(1,160

)

 

$

13,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities

 

$

10,614

 

 

$

3,958

 

 

$

(1,141

)

 

$

13,431

 

 

Included in equity securities at April 2, 2016 are securities with a fair value of $3.9 million with a cumulative loss position of $1.2 million, the impairment of which we consider to be temporary.  We consider several factors in our 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 our intent and ability to hold these securities.  We may incur future impairment charges if declines in market values continue and/or worsen and impairments are no longer considered temporary.

6


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(2)

Marketable Securities - continued 

The fair value and gross unrealized holding losses of our 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 were as follows (in thousands):

 

 

 

Less than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

At April 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

3,441

 

 

$

971

 

 

$

451

 

 

$

189

 

 

$

3,892

 

 

$

1,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

$

3,099

 

 

$

987

 

 

$

345

 

 

$

154

 

 

$

3,444

 

 

$

1,141

 

 

Our portfolio of equity securities in a continuous loss position, the impairment of which we consider to be temporary, consists primarily of common stocks in the oil and gas, banking, communications, and transportation industries.  The fair value and unrealized losses are distributed in 38 publicly traded companies, with no single industry or company representing a material or concentrated unrealized loss.  We have evaluated the near-term prospects of the various industries, as well as the specific issuers within our portfolio, in relation to the severity and duration of the impairments, and based on that evaluation, as well as our ability and intent to hold these investments for a reasonable period of time to allow for a recovery of fair value, we do not consider these investments to be other-than-temporarily impaired at April 2, 2016.

We may, from time to time, invest cash in excess of our current needs in marketable securities, much of which is held in equity securities, which are actively traded on public exchanges.  It is our philosophy 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 us to fluctuations in the market value of our investment portfolio based on current market prices, and a decline in market prices or other unstable market conditions could cause a loss in the value of our marketable securities classified as available-for-sale.

 

 

(3)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities is comprised of the following (in thousands):

 

 

 

April 2,

2016

 

 

December 31,

2015

 

 

 

 

 

 

 

 

 

 

Payroll related items

 

$

10,135

 

 

$

6,833

 

Driver escrow liabilities

 

 

3,903

 

 

 

4,486

 

Commissions, taxes and other

 

 

5,826

 

 

 

7,670

 

Total

 

$

19,864

 

 

$

18,989

 

 

 

7


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt 

Debt is comprised of the following (in thousands):

 

 

 

Interest Rates

at April 2, 2016

 

 

April 2,

2016

 

 

December 31,

2015

 

Outstanding Debt:

 

 

 

 

 

 

 

 

 

 

 

 

PNC $120 million revolving credit facility

 

 

 

 

 

 

 

 

 

 

 

 

LIBOR rate advance

 

LIBOR + 1.50%

 

 

$

55,000

 

 

$

55,000

 

Domestic rate advance

 

Prime   + 0.50%

 

 

 

500

 

 

 

4,569

 

Key equipment notes

 

 

3.75%

 

 

 

77,645

 

 

 

83,578

 

Daimler equipment notes

 

 

3.23%

 

 

 

6,761

 

 

 

-

 

PACCAR equipment notes

 

 

3.69%

 

 

 

11,955

 

 

 

-

 

Comerica syndicated credit facility

 

 

 

 

 

 

 

 

 

 

 

$40 million term loan

 

LIBOR + 2.50%

 

 

 

38,500

 

 

 

40,000

 

$20 million revolving credit facility

 

 

 

 

 

 

 

 

 

 

 

 

LIBOR rate advance

 

LIBOR + 2.00%

 

 

 

4,500

 

 

 

6,000

 

PRIME rate advance

 

Prime + 1.00%

 

 

 

 

 

 

5,766

 

Flagstar Bank $40 million unsecured term loan

 

LIBOR + 3.50%

 

 

 

40,000

 

 

 

40,000

 

UBS secured borrowing facility

 

LIBOR + 1.10%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

234,861

 

 

 

234,913

 

Less current portion

 

 

 

 

 

 

64,736

 

 

 

61,488

 

Total long-term debt

 

 

 

 

 

$

170,125

 

 

$

173,425

 

8


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt - continued 

At April 2, 2016 and December 31, 2015, long-term debt and current maturities of long-term debt are presented net of debt issuance cost totaling $1.4 million and $1.5 million, respectively, in our Consolidated Balance sheets.

During the thirteen weeks ended April 2, 2016, a wholly-owned subsidiary of the Company entered into installment obligations totaling approximately $18.9 million for the purpose of purchasing revenue equipment. The promissory notes will be repaid in 60 monthly installments at interest rates ranging from 3.23% to 3.69%. At April 2, 2016, the aggregate principal outstanding pursuant to the promissory notes totaled $18.7 million.

December 2015 Debt Refinancing

On December 23, 2015, Universal and certain of its wholly-owned subsidiaries entered into a combination of secured and unsecured loans with certain lenders.   The Company undertook the action as part of its ongoing organizational streamlining efforts to better align sources of capital used in its asset-light businesses and to fix a portion of its variable interest rate bearing debt. Upon closing, the Company and subsidiaries involved borrowed approximately $234.9  million to pay off existing indebtedness, to terminate its syndicated Comerica Bank Revolving Credit and Term Loan Agreement, and to pay fees and expenses associated with the new credit agreements.

$120 million Revolving Credit Facility

Universal Truckload, Inc., Universal Dedicated, Inc., Mason Dixon Intermodal, Inc., Logistics Insight Corp., Universal Logistics Solutions International, Inc., Universal Specialized, Inc., Cavalry Logistics, LLC and Universal Management Services, Inc., (each a wholly-owned subsidiary of the Company, a Borrowing Subsidiary and, collectively, the “Borrowing Subsidiaries”) entered into a Revolving Credit and Security Agreement with PNC Bank, National Association (“PNC”) to provide for a revolving credit facility of up to $120 million (which amount may be increased by up to $30 million upon request).  Borrowings under the revolving credit facility may be made until, and mature on, December 23, 2020.

To support daily borrowing and other operating requirements, the revolving credit facility contains a $10.2 million Swing Loan sub-facility and provides for $3.0 million in letters of credit.  There were no amounts outstanding under the Swing Loan sub-facility at April 2, 2016 and December 31, 2015, and no letters of credit were issued against the line.

9


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt - continued 

Borrowings under the Revolving Credit and Security Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each.  The applicable margin fluctuates based on the Borrowing Subsidiaries’ quarterly average excess availability, as defined in the Revolving Credit and Security Agreement.  Interest on the unpaid balance of all base rate advances is payable quarterly in arrears on the first day of each calendar quarter.  Interest on the unpaid balance of each LIBOR based advance of the revolving credit facility is payable on the last day of the applicable LIBOR interest period.  At April 2, 2016, interest on a $55.0 million LIBOR rate advance accrued at 1.94% based on 30-day LIBOR, and interest on a $0.5 million domestic rate advance accrued at 4.0% based on PNC’s prime rate.

The Revolving Credit and Security Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ratio to be maintained after a triggering event, as defined in the Revolving Credit and Security Agreement.  The Revolving Credit and Security Agreement also includes customary mandatory prepayments provisions and is subject to an unused revolving credit line fee of 0.25%.  At April 2, 2016, we were in compliance with the debt covenants.

As security for all indebtedness pursuant to the Revolving Credit and Security Agreement, PNC was granted a first priority perfected security interest in cash, deposits and accounts receivable of the Borrowing Subsidiaries and selected other assets. At April 2, 2016, our $55.5 million revolver advance was secured by, among other assets, net eligible accounts receivable totaling $92.5 million.  At April 2, 2016, availability, as defined in the Revolving Credit and Security Agreement, was $29.6 million.

Equipment Credit Agreement

LGSI Equipment of Indiana, LLC, a wholly-owned subsidiary of the Company (the “Equipment Borrowing Subsidiary”), entered into a Master Security Agreement and five Promissory Notes (collectively the “Equipment Credit Agreement”) with Key Equipment Finance, a division of KeyBank National Association (“KeyBank”).  Under the Equipment Credit Agreement, the Equipment Borrowing Subsidiary borrowed approximately $83.6 million.  The promissory notes are being paid in 60 monthly installments, including interest, beginning on January 23, 2016 and bear interest at a fixed rate of 3.75%.

Additionally, all obligations under the Equipment Credit Agreement are guaranteed by Universal Dedicated, Inc., Logistics Insight Corp., Universal Truckload, Inc., Universal Specialized, Inc. and Mason Dixon Intermodal, Inc. (each a wholly-owned subsidiary of the Company) in connection with each subsidiary’s lease of equipment.  The Equipment Credit Agreement also includes financial covenants requiring the Equipment Borrowing Subsidiary to maintain a ratio of operating cash flow to fixed charges of not less than 1.1:1, as defined in the agreement.  The first test for compliance is due in the second fiscal quarter of 2016.

As security for all indebtedness pursuant to the Equipment Credit Agreement, KeyBank was granted liens on selected titled vehicles of the Equipment Borrowing Subsidiary set forth on various collateral schedules.  The Equipment Borrowing Subsidiary may sell or dispose of equipment secured under the Equipment Credit Agreement provided the disposed equipment is replaced with acceptable equipment as collateral, if we pay down of a portion of the loan plus breakage charges and handling charges, as defined in the promissory notes, or if KeyBank, at its option, releases the equipment without pay down or pre-payment. At April 2, 2016, the aggregate principal outstanding pursuant to the five promissory notes totaled $77.6 million.

10


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt - continued 

$60 million Revolving Credit and Term Loan Agreement

Westport Axle Corp., a wholly-owned subsidiary of the Company (“Westport”) entered into a Revolving Credit and Term Loan Agreement (the “Credit Agreement”), with and among the lenders party thereto and Comerica Bank, as administrative agent, arranger and documentation agent, providing for aggregate borrowing facilities of up to $60 million.  The Credit Agreement consists of a $40 million term loan and a $20 million revolving credit facility.  Borrowings under the term loan were advanced on December 23, 2015 and mature on December 23, 2020.  The term loan shall be repaid in 20 equal quarterly installments of $1.5 million over five years beginning March 1, 2016, with the remaining balance due at maturity.   Borrowings under the revolving credit facility may be made until, and mature on, December 23, 2020.

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 Westport’s total debt to EBITDA ratio, as defined in the Credit Agreement.  At April 2, 2016, interest on the $38.5 million term loan accrued at 2.93% based on 30-day LIBOR, and interest on the $4.5 million LIBOR rate revolving credit advance accrued at 2.43% based on 30-day LIBOR.

To support daily borrowing and other operating requirements, the revolving credit facility contains a $4.0 million Swing Line sub-facility and provides for $2.0 million in letters of credit.  Swing Line borrowings incur interest at either the base rate plus the applicable margin or, alternatively, at a quoted rate offered by Comerica Bank in its sole discretion.  There were no amounts outstanding under the Swing Line at April 2, 2016 and December 31, 2015, and no letters of credit were issued against the line.

Interest on the unpaid balance of all revolving credit facility and swing line base rate advances is payable quarterly in arrears commencing on March 1, 2016, and on the first day of each June, September, December and March thereafter.  Interest on the unpaid balance of each Eurodollar-based advance of the revolving credit facility is payable on the last day of the applicable Eurodollar interest period.  Interest on the unpaid balance of each quoted rate based advance of the swing line is payable on the last day of the applicable quoted rate interest period.

Interest on the unpaid principal of all term loan base rate advances is payable quarterly in arrears commencing on January 1, 2016, and on the first day of each April, July, October and January thereafter.  Interest on the unpaid principal of each Eurodollar-based advance of the term loan is payable on the last day of the applicable Eurodollar interest period.

The revolving credit facility is subject to a facility fee, which is payable quarterly in arrears, of either 0.25% or 0.50%, depending on Westport’s ratio of total debt to EBITDA.  Other than in connection with Eurodollar-based advances or quoted rate advances that are paid off and terminated prior to an applicable interest period, there are no premiums or penalties resulting from prepayment.  Borrowings outstanding at any time under the revolving credit facility are limited to the value of eligible accounts receivable and inventory of Westport, pursuant to a monthly borrowing base certificate.  At April 2, 2016, our $4.5 million revolver advance was secured by, among other assets, net eligible accounts receivable and inventory of $13.0 million and $4.8 million, respectively.  At April 2, 2016, availability, as defined in the Credit Agreement, was $9.0 million.

The Credit Agreement requires Westport to repay the borrowings made under the term loan and the revolving credit facility as follows: 50% (which percentage shall be reduced to zero subject to Westport attaining a certain leverage ratio) of Westport’s annual excess cash flow, as defined; 100% of the net cash proceeds if we sell Westport’s machining division; 50% of net proceeds from certain equity issuances; 100% of proceeds from the issuance of certain indebtedness; and 100% of net proceeds from the sale of certain assets, insurance and condemnation proceeds.

11


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt - continued 

As security for all indebtedness pursuant to the syndicated Credit Agreement, Comerica Bank, as lead arranger, was granted first perfected security interest on all of Westport’s tangible and intangible property and in assets acquired in the future.  The Company also pledged 100% of its equity interest in Westport.  The Credit Agreement also contains a “springing” guaranty requiring the Company to guarantee the indebtedness under certain events, as defined in the Credit Agreement and guarantee.

The Credit Agreement includes financial covenants requiring Westport to maintain a minimum fixed charge coverage ratio, minimum quarterly EBITDA amounts, as defined in the Credit Agreement, and a maximum debt to EBITDA ratio, as well as customary affirmative and negative covenants and events of default.  At April 2, 2016, we were in compliance with the debt covenants.

$40 million Loan and Financing Agreement

The Company entered into a Loan and Financing Agreement (the “Loan Agreement”) with Flagstar Bank, F.S.B. (“Flagstar”) to provide for a $40.0 million unsecured term loan. Proceeds of the unsecured term loan were advanced on December 23, 2015, and the outstanding principal balance is due on or before July 15, 2016.   Borrowings under the unsecured term loan bear interest at LIBOR, plus 3.5%, and interest on the unpaid balance is payable monthly commencing on February 1, 2016.  The Company may voluntarily repay the loan in whole or in part at any time, subject to certain customary breakage costs.  At April 2, 2016, the outstanding principal balance was $40.0 million and interest accrued at 3.94%.

The Loan Agreement provides for a conversion option whereby Flagstar has preliminarily agreed to refinance the unsecured term loan with up to $40.0 million of secured real estate term notes with UTSI Finance, Inc. (“UTSI Finance”), a wholly-owned subsidiary of the Company.  Each UTSI Finance real estate term note will be secured by a first mortgage on a particular parcel of real estate and improvements included in the collateral pool, as defined in the agreement.  Refinancing under the secured real estate term notes is subject to, among other things, the satisfaction of all conditions at conversion including satisfactory receipt and review of appraisals, environmental and title work, and insurance policies with respect to the assets in the collateral pool. Our evaluation of this conversion option resulted in short-term classification of the loan balance.

Swap Agreements

During the thirteen weeks ended April 2, 2016, the Company entered into two forward interest rate swap agreements that qualify for hedge accounting. The swap agreements were executed to fix a portion of the interest rates on its variable rate debt that have a combined notional amount of $15.7 million at April 2, 2016. Under the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25%, and pays a fixed rate. The March 2016 forward swap (swap A) is effective October 2016, has a rate of 4.16% (amortizing notional amount of $10.0 million) and expires July 2026, and the March 2016 forward swap (swap B) is effective October 2016, has a rate of 3.83% (amortizing notional amount of $5.7 million) and expires May 2022. The fair value of these swap agreements was a liability of $0.4 million at April 2, 2016. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 5 for additional information pertaining to interest rate swaps.

12


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(4)

Debt - continued 

UBS Secured Borrowing Facility

We also maintain a secured borrowing facility at UBS Financial Services, Inc., or UBS, using our marketable securities as collateral for the short-term line of credit.  The line of credit bears an interest rate equal to LIBOR plus 1.10% (effective rate of 1.54% at April 2, 2016), 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, we must restore the equity value, or UBS may call the line of credit.  At both April 2, 2016 and December 31, 2015, there were no amounts outstanding under the line of credit, and the maximum available borrowings were $7.4 million.  

 

 

(5)

Fair Value Measurements and Disclosures

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

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

 

·

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

 

·

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

 

·

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

13


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(5)

Fair Value Measurements and Disclosures – continued 

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

 

 

 

April 2,

2016

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Asset/(Liability) Fair Value Measurement

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

291

 

 

$

 

 

$

 

 

$

291

 

Marketable securities

 

 

13,378

 

 

 

 

 

 

 

 

 

13,378

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

(369

)

 

 

 

 

 

(369

)

Total

 

$

13,669

 

 

$

(369

)

 

$

 

 

$

13,300

 

 

 

 

December 31,

2015

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Asset/(Liability) Fair Value Measurement

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

96

 

 

$

 

 

$

 

 

$

96

 

Marketable securities

 

 

13,431

 

 

 

 

 

 

 

 

 

13,431

 

Total

 

$

13,527

 

 

$

 

 

$

 

 

$

13,527

 

 

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

 

·

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

 

·

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

 

·

Interest rate swaps - The fair value of our interest rate swaps, as provided by a third party service provider, is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments.  The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.

Our revolving credit and term loan agreements with PNC, Comerica Bank and Flagstar consist of variable rate borrowings.  We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy.  The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at April 2, 2016 is summarized as follows:

 

 

Carrying Value

 

 

Estimated Fair

Value

 

Equipment promissory notes

 

$

96,361

 

 

$

96,417

 

 

 

14


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(6)

Transactions with Affiliates 

Through December 31, 2004, we were a wholly-owned subsidiary of CenTra, Inc. On December 31, 2004, CenTra distributed all of our common stock to the shareholders of CenTra.  Subsequent to our initial public offering in 2005, our majority shareholders retained and continue to hold a controlling interest in us.  In the normal course of business, CenTra and affiliates of CenTra provide administrative support services to us, including legal, human resources, tax, and IT infrastructure services to host our accounting systems in a data center environment.  The cost of these services is based on the actual or estimated utilization of the specific service.

In addition to the administrative support services described above, we purchase other services from affiliates. Following is a schedule of cost incurred for services provided by affiliates for the thirteen weeks ended April 2, 2016 and March 28, 2015 (in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

 

 

 

 

 

 

 

 

 

Administrative support services

 

$

676

 

 

$

712

 

Truck fuel, tolls and maintenance

 

 

605

 

 

 

147

 

Real estate rent and related costs

 

 

4,008

 

 

 

3,101

 

Insurance and employee benefit plans

 

 

11,311

 

 

 

11,140

 

Contracted transportation services

 

 

200

 

 

 

214

 

Total

 

$

16,800

 

 

$

15,314

 

In connection with our transportation services, we also routinely cross the Ambassador Bridge between Detroit, Michigan and Windsor Ontario, and we pay tolls and other fees to certain related entities which are under common control with CenTra.  CenTra also charges us for the direct variable cost of various maintenance, fueling and other operational support costs for services delivered at their trucking terminals that are geographically remote from our own facilities.  Such activities are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased.

A significant number of our transportation and logistics service operations are located at facilities leased from affiliates.  At 43 facilities, occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly.  Leasing properties provided by an affiliate that owns a substantial commercial property portfolio affords us significant operating flexibility.  However, we are not limited to such arrangements.  

We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders.  Our employee health care benefits and 401(k) programs are also provided by this affiliate.

Other services from affiliates, including leased real estate, insurance and employee benefit plans, and contracted transportation services, are delivered to us on a per-transaction-basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At April 2, 2016 and December 31, 2015, amounts due to affiliates were $2.9 million and $3.4 million, respectively.  In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables.  At April 2, 2016 and December 31, 2015, there were $9.0 million and $11.5 million, respectively, included in each of these accounts for insured claims.  

We used an affiliate to provide real property improvements to us totaling $1.0 million during the thirteen weeks ended April 2, 2016, and also purchased wheels and tires for new trailering equipment from an affiliate totaling $0.8 million during the same period.  During the thirteen weeks ended March 28, 2015, we purchased used snow removal equipment from an affiliate for $18,000.

We periodically use the law firm of Sullivan Hincks & Conway to provide us legal services.  Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway.  Not included in the table above are amounts paid for legal services during the thirteen weeks ended March 28, 2015 of $1,400.  No amounts were paid for legal services during the thirteen weeks ended April 2, 2016

15


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(6)

Transactions with Affiliates – continued 

Services provided by Universal to Affiliates

We may assist our affiliates with selected transportation and logistics services in connection with their specific customer contracts or purchase orders.  Following is a schedule of services provided to affiliates for the thirteen weeks ended April 2, 2016 and March 28, 2015 (in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

Transportation and intermodal services

 

$

196

 

 

$

172

 

Truck fueling and maintenance

 

 

-

 

 

 

-

 

Total

 

$

196

 

 

$

172

 

At April 2, 2016 and December 31, 2015, amounts due from affiliates were $1.8 million and $1.9 million, respectively.

 

 

(7)

Comprehensive Income

Comprehensive income includes the following (in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 2,

2016

 

 

March 28,

2015

 

Unrealized holding gains (losses) on available-for-sale

   investments arising during the period:

 

 

 

 

 

 

 

 

Gross amount

 

$

13

 

 

$

(124

)

Income tax (expense) benefit

 

 

(3

)

 

 

50

 

Net of tax amount

 

$

10

 

 

$

(74

)

 

 

 

 

 

 

 

 

 

Realized losses on available-for-sale

   investments reclassified into income:

 

 

 

 

 

 

 

 

Gross amount

 

$

39

 

 

$

 

Income tax benefit

 

 

(14

)

 

 

 

Net of tax amount

 

$

25

 

 

$

 

 

 

 

 

 

 

 

 

 

Unrealized holding losses on interest rate swaps

   arising during the period:

 

 

 

 

 

 

 

 

Gross amount

 

$

(369

)

 

$

 

Income tax benefit

 

 

138

 

 

 

 

Net of tax amount

 

$

(231

)

 

$

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

$

(241

)

 

$

(523

)

 

 

16


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

(8)

Stock Based Compensation 

On April 23, 2014, our Board of Directors adopted the 2014 Amended and Restated Stock Incentive Plan, or the Plan. The Plan was approved by our shareholders at the 2014 Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Stock Incentive Plan. The grants may be made in the form of stock options, restricted stock bonuses, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or unrestricted common stock. Restricted stock awards currently outstanding under the 2004 Stock Incentive Plan will remain outstanding in accordance with the terms of that plan.

On December 23, 2015, the Company granted 50,000 shares of restricted stock to certain of its employees. The restricted stock grants have a grant date fair value of $14.93 per share, based on the closing price of the Company’s stock, of which 25% vested immediately, and an additional 25% will vest in three equal increments on each December 20 in 2016, 2017 and 2018.

On March 5, 2015, the Company granted an additional 10,000 shares of restricted stock to its Chief Executive Officer. The restricted stock grants vested 25% on March 5, 2015, and an additional 25% will vest on each anniversary of the grant through March 5, 2018, subject to continued employment with the Company.  On April 29, 2015, the Company granted an additional 20,000 shares of restricted stock to the Chief Executive Officer. These restricted stock grants vested 25% on April 29, 2015, and an additional 25% will vest in three equal increments on each March 5 in 2016, 2017 and 2018.  On February 24, 2016, the Company granted and additional 10,000 shares of restricted stock to the Chief Executive Officer. These restricted stock grants vested 25% on February 24, 2016, and an additional 25% will vest in three equal increments on each March 5 in 2017, 2018 and 2019.

On December 20, 2012, the Company granted 178,137 shares of restricted stock to certain of its employees.  The restricted stock grants vested 20% on December 20, 2012, and an additional 20% will vest on each anniversary of the grant through December 20, 2016, subject to continued employment with the Company.

A grantee’s vesting may be accelerated under certain conditions, including retirement.  

The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated:

 

 

 

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested at January 1, 2016

 

 

68,225

 

 

$

17.80

 

Granted

 

 

10,000

 

 

$

15.55

 

Vested

 

 

(10,000

)

 

$

21.20

 

Forfeited

 

 

 

 

$

 

Balance at April 2, 2016

 

 

68,225

 

 

$

16.97

 

 

During the thirteen weeks ended April 2, 2016 and March 28, 2015, the total grant date fair value of vested shares recognized as compensation costs was $0.2 million and $0.1 million, respectively.  As of April 2, 2016, there was approximately $1.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements.  That cost is expected to be recognized on a straight-line basis over the remaining vesting period.  As a result, the Company expects to recognize stock-based compensation expense of $0.3 million during the remainder of 2016, and $0.4 million, $0.4 million, and $0.1 million in 2017, 2018, and 2019, respectively.

 

 

(9)

Earnings Per Share

Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock.  Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method.   For the thirteen weeks ended April 2, 2016 and March 28, 2015, there were zero and 5,700 weighted average non-vested shares of restricted stock included in the denominator for the calculation of diluted earnings per share, respectively.

For the thirteen weeks ended April 2, 2016, 68,225 shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.  No shares were excluded from the calculation of diluted earnings per share for the thirteen weeks ended March 28, 2015.  

 

17


UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

 

 

(10)

Dividends

On February 25, 2016, our Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock, payable to shareholders of record at the close of business on March 7, 2016 and paid on March 17, 2016.  Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.

 

 

(11)

Segment Reporting

We report our financial results in two reportable segments, the transportation segment and the logistics segment, based on the nature of the underlying customer commitment and the types of investments required to support these commitments.  This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.  

Operations aggregated in our transportation segment are associated with individual freight shipments coordinated by our agents, company-managed terminals and specialized services operations.  In contrast, operations aggregated in our logistics segment deliver value-added services or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer.  Other non-reportable operating segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries and to owner-operators, including shop maintenance and equipment leasing.  

The following tables summarize information about our reportable segments as of and for the thirteen week period ended April 2, 2016 and March 28, 2015 (in thousands):

 

 

 

Thirteen weeks ended April 2, 2016

 

 

 

Transportation

 

 

Logistics

 

 

Other

 

 

Total

 

Operating revenues

 

$

157,546

 

 

$

102,557

 

 

$

291

 

 

$

260,394

 

Eliminated inter-segment revenues

 

 

568

 

 

 

1,997

 

 

 

-

 

 

 

2,565

 

Income from operations

 

 

5,888

 

 

 

8,549

 

 

 

(507

)

 

 

13,930

 

Total assets

 

 

208,313

 

 

 

285,755

 

 

 

40,126

 

 

 

534,194

 

 

 

 

Thirteen weeks ended March 28, 2015

 

 

 

Transportation

 

 

Logistics