Business Context and Reporting Period
Company: Universal Truckload Services, Inc. (UTSI)
Filing Type: Form 8-K (Current Report)
Date of Report: November 20, 2008
Event: Entry into a material definitive agreement to purchase real property.
Key Financial Metrics
This filing reports a specific capital expenditure transaction rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow statements).
- Transaction Value: Preliminary purchase price of $3,000,000.
- Funding Source: Available cash on hand.
- Asset Acquired: Property located in Houston, Texas.
- Counterparty: Crown Enterprises, Inc. (an affiliate of CenTra Inc.).
Material Changes and Related Party Transaction
The Company entered into an agreement to purchase a facility previously leased by its subsidiary, Louisiana Transportation, Inc. This transaction is classified as a related party transaction because the Seller is an affiliate of CenTra Inc., which is controlled by two of the Company's directors, Matthew T. Moroun and Manuel J. Moroun.
- Governance: The transaction was approved by the Audit Committee and Board of Directors.
- Recusal: Directors Matthew T. Moroun and Manuel J. Moroun recused themselves from the discussion and approval process.
- Future Use: The facility will continue to serve as the corporate headquarters for Louisiana Transportation, Inc.
Outlook, Risks, and Contingencies
Pricing Contingency: The final purchase price is subject to adjustment based on a third-party appraisal. The preliminary price of $3,000,000 is the amount due upon initial closing, with final adjustments to be made on or before the final closing date.
Risk Factors: The filing does not explicitly list new risk factors beyond the standard disclosure that the information is furnished and not deemed filed for Section 18 liability purposes.
Investor Verification Checklist
- Verify the final purchase price once the third-party appraisal is completed.
- Confirm the final closing date and any price adjustments resulting from the appraisal.
- Review the attached Purchase Agreement (Exhibit 10.1) for specific terms and conditions.
- Monitor future filings for any additional related party transactions involving the Moroun family or CenTra Inc.