Exhibit 99.2
|
Universal Truckload Services, Inc.
Acquisition of
LINC Logistics Company
Today’s Presenters
Donald Cochran
President and Chief Executive Officer
Robert Sigler
Chief Financial Officer
H.E. “Scott” Wolfe
President and Chief Executive Officer
David Crittenden
Chief Financial Officer
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Disclosure
Today’s presentation and discussion will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” or similar expressions are intended to identify these forward-looking statements. These statements are based on Universal Truckload Services’ current plans and expectations and involve risks and uncertainties that could cause future activities and results of operations to be materially different from those set forth in the forward-looking statements. For further information, please refer to Universal Truckload Services’ reports and filings with the Securities and Exchange Commission.
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Why We Are Acquiring LINC Logistics Company
Enhances growth profile of Universal
Access to higher growth customized logistics solutions sector of 3PL market
Higher percentage of contractual business will improve earnings predictability
Cost synergies identified to enhance earnings growth
Upgrades Universal’s 3PL service offering
Ability to sell a more comprehensive suite of services
More critical component of customers’ value chains with multiple touch points
Numerous cross-selling opportunities
Creates significantly larger transportation and logistics platform
Elevation of Universal to a top 50 global logistics provider 1
Improved position with sales functions of larger shippers
Increased buying power with suppliers
3
As measured by listing of top logistics providers by Armstrong & Associates
Transformational Acquisition
4
LTM 1Q12 Revenue: $718M
LTM 1Q12 EBITDA: $37.7M
EBITDA Margin: 5.3%
2-Yr. Revenue CAGR: 18%
LTM 1Q12 PF Combined Revenue: $1,019M
LTM 1Q12 PF Combined EBITDA: $87.0M
PF Combined EBITDA Margin: 8.5%
2-Yr. Combined Revenue CAGR: 21%
Investment Highlights
Leading asset-light truckload carrier
Strong relationships in metals and energy
Flexible, asset-light business model
One of the largest, diversified supply chain
management companies
Flexible, asset-light business model
Significant and sustainable margins
Positioned for growth
Diversified revenue streams and customer base
Today
Tomorrow
Investment Highlights
Diversified Revenue Base
5
Universal
LINC
Combined
Revenue by
Service 1
Revenue by
End Market 1
Represents LTM period ended 3/31/12
Leading Provider of 3PL Services
6
Transportation Provider
3PL Provider
Non-
Asset
Based
Asset
Based
7
Transaction Summary
Transaction Summary
8
Type
100% stock purchase
Financing
Issuance of 14.5 million Universal shares
Expected new $220 million facility in connection with closing the transaction
Purchase Price
0.700 Universal shares issued for each LINC share1
Equity value of $182 million based on Universal closing stock price as of 7/25/12
Enterprise value of $335 million, including the assumption of debt
(~6.5x multiple of LTM 2Q12 Adjusted EBITDA2)
Expected Close
3Q 2012
LINC currently has 20,753,334 shares outstanding
Based on midpoint of preliminary estimated and unreviewed LINC 2Q12 Adjusted EBITDA range of $14.8M to $15.4M vs. $13.1M of Adjusted EBITDA for comparative
2Q11 period. Reconciliation to Non-GAAP measure of Adjusted EBITDA can be found in the Appendix of this presentation.
Transaction
Acquisition of
Outsourcing will continue to drive 3PL growth
Automotive industry expected to grow 6.7% annually through 2014
Steel prices expected to recover from recent lows
Solid Industry End
Market Demand Drivers
Transformed Company Poised for Growth
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Access to higher growth customized logistics solutions sector of 3PL market
Ability to sell a more comprehensive suite of services
Elevation of Universal to a top 50 global logistics provider
Full Service 3PL with
Significant Scale
Mix of contractual and transactional revenue streams providing stability
throughout business cycles
Expanded presence in automotive and manufacturing end markets
Diversified Revenue
Base and End Markets
Served
Immediately accretive on a run-rate basis, before considering synergies
2013 EPS accretion expected to be greater than 20%1
Strong cash flow profile
Attractive Financial
Profile
Deep expertise in transportation and logistics
Demonstrated track record of successfully integrating acquisitions
LINC management team to be retained
Nationwide agency and independent owner operator network
Experienced
Management Team
$135M pro forma net debt (1.6x LTM 1Q12 PF Combined EBITDA)
$85M pro forma liquidity
Strong Balance Sheet
Given the related party nature of this transaction, we do not anticipate any goodwill or amortizable intangible assets to be created.
LINC Logistics Company Overview
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Flexible, asset-light business model with exceptional
financial metrics
Customized, complex logistics solutions
90+% of 2011 revenue derived from contracts with
durations of at least one year
Significant number of contracts have fixed cost recovery
Historically high renewal success rate for continuing
contracts (90% since 2007)
Attractive pipeline opportunities (new and existing
customers)
Historical Financial Profile
2011 Revenue by Service and End Market
Company Facts
Business Description
Headquarters: Warren, MI
Employees: 1,721
Facilities: 43 (none owned)
CEO: H.E. “Scott” Wolfe
CFO: David Crittenden
1) LINC’s EBITDA adjusted for one time facility closing costs
In-Transit
Off- Site
Material
Processing/
Receiving
Prepare for
Assembly
LINC’s Integral Role in Customers’ Value Chains
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Part
Suppliers
In-Plant
Receiving,
Processing,
and Assembly
Finished
Product
Transport
Transport
Freight forwarding
Expedited transport
Freight brokerage
Dedicated truckload
Significant
IT Integration
Supply
Chain
Visibility
High Customer Switching Costs
Improved Competitive Position
Opportunities for Profitable Growth
+
=
Single
Source
Solutions
+
Cross-docking
CMA operations
Repacking
Kitting
Sequencing
Sub assembly
In-plant receiving
Material handling
Part installation
RCM operations
Shuttle operations
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Investment Highlights
Customer Growth Opportunities
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Universal
LINC
Diversified Full-Service
Provider of Asset-Light
3PL Services
Significant Cross-
Selling Opportunities
Across Customer
Portfolio
Alliance
Midwest
Tube
AZ
Automotive
Transportation Services
Value-Added Services
Opportunity
Full-Service 3PL Offering
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Complexity
High
Low
Truckload
Intermodal
Refrigerated Trucking
Rail Service
Heavy Haul
Local Collection / Drayage
Expedited
Specialized Equipment
Freight Forwarding
Customs Clearance
Returnable Container
Shuttle Transportation
Central Materials Area
Kitting & Repacking
Material Handling & Consolidation
Sequencing & Sub-Assembly
UACL
LINC
End Market Growth Drivers
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Third-Party
Logistics
3PL market has grown 10.3% annually from 2006 through 2011 according to
Armstrong& Associates
Growth expected to continue, driven by increased outsourcing trends
Automotive
Automotive production expected to grow 6.7% annually through 2014
Average age of passenger vehicles continues to reach new record highs
Steel / Metals
Steel prices expected to recover from recent lows
Fixed asset investment in China has shown recent signs of recovery
Energy
Hydraulic fracturing has increased the development of unconventional oil and
natural gas fields
Long-term goal to reduce U.S. dependence on foreign sources of energy
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Financial Highlights
Combined Financial Data
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Revenue
Adjusted EBITDA 1
Cash Flow from Operations
Net Capital Expenditures
$852
$991
$1,019
$87.0
$69.1
$84.2
$78.7
$82.0
$46.9
$28.4
$26.5
$12.3
($ in millions)
($ in millions)
($ in millions)
($ in millions)
$2.5
Reconciliation to Non-GAAP measure of EBITDA can be found in the Appendix of this presentation
Improved Financial Metrics
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LTM 3/31/12 Free Cash Flow Margin 3
LTM 3/31/12 Net CapEx as % of Adj. EBITDA 1
LTM 3/31/12 Adjusted EBITDA Margin 1
LTM 3/31/12 Return on Invested Capital 1,2
EBITDA adjusted for non-recurring and one time expenses
ROIC defined as (adjusted EBIT) / (average total debt less average cash plus average dividend payable plus average book equity)
Free Cash Flow Margin = (Adjusted EBITDA– net capital expenditures) / (total revenue).
Pro Forma Capitalization
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Universal
3/31/12
Standalone
Multiple of
LTM EBITDA
Adjusted PF
Combined
3/31/12
Multiple of PF
Combined
LTM Adjusted
EBITDA
Cash and short term investments 1
$17.8
$17.8
Total debt
-
0.0x
$152.9
1.8x
Net debt
($17.8)
(0.5x)
$135.1
1.6x
Liquidity 2
$45.5
$84.9
Includes cash, cash equivalents, and marketable securities
Includes cash, cash equivalents, marketable securities, and availability on prospective revolving credit facilities and term loans
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Appendix
(Unaudited)
Universal Truckload Services, Inc. LINC Logistics Company Pro Forma
(Unaudited) (Unaudited) Combined
($ in millions) Year Ended 12/31 13-Weeks Ended LTM Year Ended 12/31 13-Weeks Ended LTM LTM
NON-GAAP RECONCILIATION 2010 2011 4/2/2011 3/31/2012 3/31/2012 2010 2011 4/3/2011 3/31/2012 3/31/2012 3/31/2012
Net Income $ 12.7 $ 15.8 $ 2.9 $ 3.6 $ 16.5 $ 33.0 $ 35.6 $ 9.5 $ 10.8 $ 37.0 $ 53.5
Interest Expense, Net (0.1) (0.1) (0.0) (0.0) (0.1) 1.5 2.2 0.4 0.8 2.6 2.6
Other Non-Operating Income, Net (6.0) (1.8) (1.0) (0.5) (1.3) - - - - - (1.3)
Income Taxes 8.7 10.4 1.9 2.3 10.8 2.6 3.8 0.8 0.4 3.3 14.1
Depreciation and Amortization 11.1 11.6 2.9 3.0 11.7 6.5 6.1 1.4 1.5 6.2 17.9
EBITDA $ 26.4 $ 36.0 $ 6.7 $ 8.3 $ 37.7 $ 43.5 $ 47.7 $ 12.2 $ 13.5 $ 49.1 $ 86.8
Adjustments for Facility Closing Costs - - - - - (0.8) 0.4 0.1 (0.1) 0.2 0.2
Adjusted EBITDA $ 26.4 $ 36.0 $ 6.7 $ 8.3 $ 37.7 $ 42.7 $ 48.2 $ 12.3 $ 13.4 $ 49.3 $ 87.0
LINC Logistics Company
(Unaudited)
($ in millions) 13-Weeks Ended
NON-GAAP RECONCILIATION 7/2/2011 6/30/2012 1
Net Income $ 10.3 $ 10.5 to $ 11.0
Interest Expense, Net 0.6 0.8 to 0.8
Other Non-Operating Income, Net - - to -
Income Taxes 0.7 0.2 to 0.2
Depreciation and Amortization 1.5 1.4 to 1.5
EBITDA $ 13.1 $ 13.0 to $ 13.5
Adjustments for Facility Closing Costs (0.0) $ - to $ -
Adjustments for IPO Costs - 1.8 to 1.9
Adjusted EBITDA $ 13.1 $ 14.8 to $ 15.4
Note: Certain numbers on this table have been subject to rounding adjustments.
1) Preliminary estimated and unreviewed financial results of LINC Logistics for the 13-weeks ended 6/30/12