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 October 2, 2010

or



| ̈ | 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 TRUCKLOAD SERVICES, 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   ̈

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.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|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   ̈    No  x

The number of shares of the registrants common stock, no par value, outstanding as of November 1, 2010 was 15,779,383.









---



PART I 
FINANCIAL INFORMATION



|ITEM 1: | FINANCIAL STATEMENTS
|------- | --------------------

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Balance Sheets

(In thousands, except share data)



|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                        |  | October 2, 2010 |         |   | December 31, 2009 |  
|Assets                                                                                                                                                                                  |  |                 |         |   |                   |   |         |  
|                                                                                                                                                                                        |  |                
|Current assets:                                                                                                                                                                         |  |                 |         |   |                   |   |         |  
|Cash and cash equivalents                                                                                                                                                               |  | $               | 2,980   |   |                   | $ | 953     |  
|Marketable securities                                                                                                                                                                   |  |                 | 14,078  |   |                   |   | 15,721  |  
|Accounts receivable  net of allowance for doubtful accounts of $5,395 and $5,464, respectively                                                                                         |  |                 | 71,950  |   |                   |   | 60,701  |  
|Due from CenTra and affiliates                                                                                                                                                          |  |                 | 15      |   |                   |   |        |  
|Prepaid income taxes                                                                                                                                                                    |  |                 | 2,368   |   |                   |   | 2,310   |  
|Prepaid expenses and other                                                                                                                                                              |  |                 | 5,427   |   |                   |   | 6,185   |  
|Deferred income taxes                                                                                                                                                                   |  |                 | 3,808   |   |                   |   | 3,754   |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total current assets                                                                                                                                                                    |  |                 | 100,626 |   |                   |   | 89,624  |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Property and equipment                                                                                                                                                                  |  |                 | 115,159 |   |                   |   | 108,608 |  
|Less accumulated depreciation                                                                                                                                                           |  |                 | (37,333 | ) |                   |   | (32,362 | )
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Property and equipment  net                                                                                                                                                            |  |                 | 77,826  |   |                   |   | 76,246  |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Goodwill                                                                                                                                                                                |  |                 | 17,244  |   |                   |   | 14,226  |  
|Intangible assets  net of accumulated amortization of $14,957 and $12,393, respectively                                                                                                |  |                 | 13,228  |   |                   |   | 14,564  |  
|Other assets                                                                                                                                                                            |  |                 | 3,255   |   |                   |   | 6,951   |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total assets                                                                                                                                                                            |  | $               | 212,179 |   |                   | $ | 201,611 |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Liabilities and Shareholders Equity                                                                                                                                                    |  |                 |         |   |                   |   |         |  
|                                                                                                                                                                                        |  |                
|Current liabilities:                                                                                                                                                                    |  |                 |         |   |                   |   |         |  
|Accounts payable                                                                                                                                                                        |  | $               | 25,347  |   |                   | $ | 25,100  |  
|Accrued expenses and other current liabilities                                                                                                                                          |  |                 | 17,848  |   |                   |   | 15,028  |  
|Due to CenTra and affiliates                                                                                                                                                            |  |                 |        |   |                   |   | 177     |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total current liabilities                                                                                                                                                               |  |                 | 43,195  |   |                   |   | 40,305  |  
|Long-term liabilities:                                                                                                                                                                  |  |                 |         |   |                   |   |         |  
|Long-term debt                                                                                                                                                                          |  |                 |        |   |                   |   | 730     |  
|Deferred income taxes                                                                                                                                                                   |  |                 | 4,700   |   |                   |   | 5,823   |  
|Other long-term liabilities                                                                                                                                                             |  |                 | 643     |   |                   |   | 328     |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total long-term liabilities                                                                                                                                                             |  |                 | 5,343   |   |                   |   | 6,881   |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Shareholders equity:                                                                                                                                                                   |  |                 |         |   |                   |   |         |  
|Common stock, no par value. Authorized 40,000,000 shares; 16,122,483 shares issued; 15,876,583 and 15,980,483 shares outstanding
at October 2, 2010 and December 31, 2009, respectively |  |                 | 16,122  |   |                   |   | 16,122  |  
|Paid-in capital                                                                                                                                                                         |  |                 | 79,914  |   |                   |   | 79,914  |  
|Treasury Stock, at cost; 245,900 and 142,000 shares at October 2, 2010 and December 31, 2009,
respectively                                                                              |  |                 | (3,516  | ) |                   |   | (2,058  | )
|Retained earnings                                                                                                                                                                       |  |                 | 69,385  |   |                   |   | 59,815  |  
|Accumulated other comprehensive income, net of income taxes of $1,184 and $399, respectively                                                                                            |  |                 | 1,736   |   |                   |   | 632     |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total shareholders equity                                                                                                                                                              |  |                 | 163,641 |   |                   |   | 154,425 |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  
|Total liabilities and shareholders equity                                                                                                                                              |  | $               | 212,179 |   |                   | $ | 201,611 |  
|                                                                                                                                                                                        |  |                 |         |   |                   |   |         |  

See accompanying notes to unaudited consolidated financial statements.



2



---



UNIVERSAL TRUCKLOAD
SERVICES, INC.

Unaudited Consolidated Statements of Income

October 2, 2010 and September 26, 2009

(In thousands, except per share data)



|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------- |  | -------------------- | ------- | - | ----------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                         |  | Thirteen Weeks Ended |         |   | Thirty-nine Weeks Ended |  
|                                                         |  | 2010                 |         |   | 2009                    |   |         | 2010 |  |   | 2009    |  
|                                                         |  |                      |         |  
|Operating revenues:                                      |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Truckload                                                |  | $                    | 94,980  |   |                         | $ | 81,839  |      |  | $ | 278,246 |   |  | $ | 225,620 |  
|Brokerage                                                |  |                      | 39,186  |   |                         |   | 27,942  |      |  |   | 106,347 |   |  |   | 81,819  |  
|Intermodal                                               |  |                      | 22,296  |   |                         |   | 18,677  |      |  |   | 65,217  |   |  |   | 55,942  |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Total operating revenues                                 |  |                      | 156,462 |   |                         |   | 128,458 |      |  |   | 449,810 |   |  |   | 363,381 |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Operating expenses:                                      |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Purchased transportation                                 |  |                      | 119,333 |   |                         |   | 96,905  |      |  |   | 341,634 |   |  |   | 271,937 |  
|Commissions expense                                      |  |                      | 10,072  |   |                         |   | 8,677   |      |  |   | 28,933  |   |  |   | 24,339  |  
|Other operating expense                                  |  |                      | 3,020   |   |                         |   | 2,393   |      |  |   | 10,269  |   |  |   | 6,895   |  
|Selling, general, and administrative                     |  |                      | 11,877  |   |                         |   | 10,935  |      |  |   | 37,761  |   |  |   | 33,378  |  
|Insurance and claims                                     |  |                      | 4,715   |   |                         |   | 4,084   |      |  |   | 12,845  |   |  |   | 13,107  |  
|Depreciation and amortization                            |  |                      | 2,790   |   |                         |   | 2,583   |      |  |   | 8,175   |   |  |   | 7,721   |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Total operating expenses                                 |  |                      | 151,807 |   |                         |   | 125,577 |      |  |   | 439,617 |   |  |   | 357,377 |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Income from operations                                   |  |                      | 4,655   |   |                         |   | 2,881   |      |  |   | 10,193  |   |  |   | 6,004   |  
|                                                         |  |                      |         |  
|Interest income                                          |  |                      | 33      |   |                         |   | 28      |      |  |   | 99      |   |  |   | 71      |  
|                                                         |  |                      |         |  
|Interest expense                                         |  |                      | (2      | ) |                         |   | (164    | )    |  |   | (18     | ) |  |   | (204    | )
|                                                         |  |                      |         |  
|Other non-operating income (expense), net                |  |                      | 225     |   |                         |   | (17     | )    |  |   | 5,820   |   |  |   | (837    | )
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Income before provision for income taxes                 |  |                      | 4,911   |   |                         |   | 2,728   |      |  |   | 16,094  |   |  |   | 5,034   |  
|                                                         |  |                      |         |  
|Provision for income taxes                               |  |                      | 1,979   |   |                         |   | 1,029   |      |  |   | 6,524   |   |  |   | 1,891   |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Net income                                               |  | $                    | 2,932   |   |                         | $ | 1,699   |      |  | $ | 9,570   |   |  | $ | 3,143   |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Earnings per common share:                               |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                    |  | $                    | 0.18    |   |                         | $ | 0.11    |      |  | $ | 0.60    |   |  | $ | 0.20    |  
|Diluted                                                  |  | $                    | 0.18    |   |                         | $ | 0.11    |      |  | $ | 0.60    |   |  | $ | 0.20    |  
|Weighted average number of common shares outstanding:    |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                    |  |                      | 15,925  |   |                         |   | 15,980  |      |  |   | 15,962  |   |  |   | 15,983  |  
|Diluted                                                  |  |                      | 15,925  |   |                         |   | 15,980  |      |  |   | 15,962  |   |  |   | 15,983  |  
|                                                         |  |                      |         |  
|Dividends paid per common share                          |  | $                    |        |   |                         | $ |        |      |  | $ |        |   |  | $ | 1.00    |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|                                                         |  |                      |         |  
|Other-than-temporary impairment losses:                  |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Total other-than-temporary impairment losses             |  | $                    |        |   |                         | $ | 126     |      |  | $ |        |   |  | $ | 1,258   |  
|Portion of loss recognized in other comprehensive income |  |                      |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  
|Net impairment loss recognized in earnings               |  | $                    |        |   |                         | $ | 126     |      |  | $ |        |   |  | $ | 1,258   |  
|                                                         |  |                      |         |   |                         |   |         |      |  |   |         |   |  |   |         |  

See accompanying notes to unaudited consolidated financial statements.



3



---



UNIVERSAL TRUCKLOAD
SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows

Thirty-nine Weeks ended October 2, 2010 and September 26, 2009

(In thousands)



|                                                                                  |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | 2010 |         |   | 2009 |  
|Cash flows from operating activities:                                             |  |      |         |   |      |   |         |  
|Net income                                                                        |  | $    | 9,570   |   |      | $ | 3,143   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |      | 8,175   |   |      |   | 7,721   |  
|Other-than-temporary impairment of marketable securities                          |  |      |        |   |      |   | 1,258   |  
|Gains on sale of marketable securities                                            |  |      | (5,370  | ) |      |   |        |  
|Losses on disposal of property and equipment                                      |  |      | 168     |   |      |   | 133     |  
|Provision for doubtful accounts                                                   |  |      | 968     |   |      |   | 1,626   |  
|Deferred income taxes                                                             |  |      | (1,962  | ) |      |   | (232    | )
|Change in assets and liabilities:                                                 |  |      |         |   |      |   |         |  
|Accounts receivable                                                               |  |      | (10,546 | ) |      |   | 5,394   |  
|Prepaid income taxes, prepaid expenses, and other assets                          |  |      | 1,771   |   |      |   | (1,111  | )
|Accounts payable, accrued expenses and other current liabilities                  |  |      | 418     |   |      |   | (141    | )
|Due to CenTra and affiliates                                                      |  |      | (192    | ) |      |   | 55      |  
|Other long-term liabilities                                                       |  |      | 315     |   |      |   | (391    | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |      | 3,315   |   |      |   | 17,455  |  
|                                                                                  |  |      |         |   |      |   |         |  
|Cash flows from investing activities:                                             |  |      |         |   |      |   |         |  
|Capital expenditures                                                              |  |      | (7,577  | ) |      |   | (20,554 | )
|Proceeds from the sale of property and equipment                                  |  |      | 245     |   |      |   | 418     |  
|Purchases of marketable securities                                                |  |      | (2,462  | ) |      |   | (6,004  | )
|Proceeds from sale of marketable securities                                       |  |      | 11,364  |   |      |   |        |  
|Payment of earnouts related to acquisitions                                       |  |      | (183    | ) |      |   | (390    | )
|Acquisition of businesses                                                         |  |      | (400    | ) |      |   | (2,056  | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                               |  |      | 987     |   |      |   | (28,586 | )
|                                                                                  |  |      |         |   |      |   |         |  
|Cash flows from financing activities:                                             |  |      |         |   |      |   |         |  
|Dividends paid                                                                    |  |      |        |   |      |   | (15,983 | )
|Repayment of long-term debt                                                       |  |      | (550    | ) |      |   |        |  
|Payment of earnout obligations related to acquisitions                            |  |      | (267    | ) |      |   |        |  
|Purchases of treasury stock                                                       |  |      | (1,458  | ) |      |   | (355    | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash used in financing activities                                             |  |      | (2,275  | ) |      |   | (16,338 | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                              |  |      | 2,027   |   |      |   | (27,469 | )
|Cash and cash equivalents  beginning of period                                   |  |      | 953     |   |      |   | 28,767  |  
|                                                                                  |  |      |         |   |      |   |         |  
|Cash and cash equivalents  end of period                                         |  | $    | 2,980   |   |      | $ | 1,298   |  
|                                                                                  |  |      |         |   |      |   |         |  
|Supplemental cash flow information:                                               |  |      |         |   |      |   |         |  
|Cash paid for interest                                                            |  | $    | 18      |   |      | $ | 51      |  
|                                                                                  |  |      |         |   |      |   |         |  
|Cash paid for income taxes                                                        |  | $    | 8,572   |   |      | $ | 2,919   |  
|                                                                                  |  |      |         |   |      |   |         |  
|Acquisition of businesses:                                                        |  |      |         |   |      |   |         |  
|Fair value of assets acquired, including goodwill                                 |  | $    | 5,884   |   |      | $ | 2,270   |  
|Liabilities assumed                                                               |  |      | (2,453  | ) |      |   |        |  
|Advances made for acquisitions of businesses in 2009                              |  |      | (2,647  | ) |      |   |        |  
|Cash paid in 2010 for 2009 acquisitions of businesses                             |  |      | 150     |   |      |   |        |  
|Acquisition obligations                                                           |  |      | (534    | ) |      |   | (214    | )
|                                                                                  |  |      |         |   |      |   |         |  
|Net cash paid for acquisitions of businesses                                      |  | $    | 400     |   |      | $ | 2,056   |  
|                                                                                  |  |      |         |   |      |   |         |  

See accompanying notes to unaudited consolidated financial statements.



4



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Unaudited Consolidated Statements of Cash Flows - Continued

Thirty-nine Weeks ended October 2, 2010 and September 26, 2009





Non-cash financing transactions
(Note 3):

During each of the thirty-nine week periods ended October 2, 2010 and September 26, 2009, the Company recorded the
forgiveness of the loan from the County of Cuyahoga 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.



5



---



UNIVERSAL TRUCKLOAD
SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements





(1) Basis of Presentation

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, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009 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.

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

Certain reclassifications have been made to the prior financial statements in order for them to conform to the October 2, 2010
presentation.

(2) Transactions with CenTra and Affiliates

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 allocated to the Company
and is based on the estimated utilization of the specific services. 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. Following is a schedule of the costs incurred for services provided by CenTra (in thousands):



|                           |  |                      |       |  |                         |   |       |                |  |   |                   |  |  |   |       | 
|-------------------------- |  | -------------------- | ----- |  | ----------------------- | - | ----- | -------------- |  | - | ----------------- |  |  | - | ----- | 
|                           |  | Thirteen weeks ended |       |  | Thirty-nine weeks ended |  
|                           |  | October 2,2010       |       |  | September 26,2009       |   |       | October 2,2010 |  |   | September 26,2009 | 
|Management services        |  | $                    | 266   |  |                         | $ | 243   |                |  | $ | 803               |  |  | $ | 717   | 
|Building & terminal rents  |  |                      | 137   |  |                         |   | 156   |                |  |   | 402               |  |  |   | 496   | 
|Maintenance services       |  |                      | 38    |  |                         |   | 22    |                |  |   | 162               |  |  |   | 36    | 
|Health and other insurance |  |                      | 899   |  |                         |   | 726   |                |  |   | 2,799             |  |  |   | 2,270 | 
|                           |  |                      |       |  |                         |   |       |                |  |   |                   |  |  |   |       | 
|Total                      |  | $                    | 1,340 |  |                         | $ | 1,147 |                |  | $ | 4,166             |  |  | $ | 3,519 | 
|                           |  |                      |       |  |                         |   |       |                |  |   |                   |  |  |   |       | 



6



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(2) Transactions with CenTra and Affiliates - continued





An affiliate of CenTra charged UTSI
$3,776,000 and $3,050,000 for personal liability and property damage insurance for the thirteen weeks ended October 2, 2010 and September 26, 2009, respectively. Charges for the thirty-nine weeks ended October 2, 2010 and
September 26, 2009 were $10,531,000 and $8,616,000, respectively.

Operating revenues from freight services provided to CenTra for the
thirteen and thirty-nine weeks ended October 2, 2010 were $57,000 and $81,000. No freight services were provided to CenTra for the thirteen or thirty-nine weeks ended September 26, 2009.

Included in purchase transportation is $2,000 of services CenTra charged to CrossRoad Carriers, Inc., a wholly-owned subsidiary of the Company, during
the thirty-nine weeks ended September 26, 2009. There were no such charges during the thirteen or thirty-nine weeks ended October 2, 2010 or during the thirteen weeks ended September 26, 2009.

As of October 2, 2010, amounts due from CenTra and affiliates were $15,000, compared to $177,000 due to CenTra and affiliates at December 31,
2009.

(3) Debt

The Company
and KeyBank National Association, or KeyBank, entered into a Third Amendment to Loan Agreement and Third Amendment to Promissory Note, or the Agreement, dated August 24, 2010. The Agreement amends the Promissory Note dated October 29,
2007, the First Amendment to Loan Agreement and First Amendment to Promissory Note dated October 28, 2008, and the Second Amendment to Loan Agreement and Second Amendment to Promissory Note dated October 26, 2009, for the period
October 26, 2009 to October 25, 2010, to amend the rate at which the Company shall pay interest on outstanding borrowings, if any. Under the amended Agreement with KeyBank, the Companys maximum permitted borrowings and letters of
credit in the aggregate may not exceed $20 million. The line of credit is unsecured, and bears interest at a rate equal to the lesser of the Prime Rate minus .50% or LIBOR plus 1.00% (effective rate of 1.26% at October 2, 2010). The Agreement
governing our unsecured line of credit contains various financial and restrictive covenants to be maintained by the Company including requirements to maintain a tangible net worth of at least $100 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 this Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The Agreement also may, in certain circumstances, limit
our ability to pay dividends or distributions utilizing our line of credit. The Agreement also contains customary representations and warranties, affirmative and negative covenants and events of default. As of October 2, 2010, the Company was
in compliance with its debt covenants. The Company did not have any amounts outstanding under its line of credit at October 2, 2010 or December 31, 2009, and there were letters of credit aggregating $690,000 and $755,000 issued against the
line, respectively.



7



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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(3) Debt - 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 requires quarterly interest payments at an annual rate of 5.0%. Through
January 31, 2011, subject to certain conditions, the County will forgive $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, at Realtys option, the maturity date could have been extended until January 31, 2021. In June 2010,
the Company repaid $550,000 of the remaining principal balance. As of October 2, 2010 and December 31, 2009, the outstanding balance under the loan was $90,000 (presented under other current liabilities) and $730,000, respectively. At
December 31, 2009, the fair value of this debt was approximately $490,000. In connection with this loan, Realty and the Company entered into an environmental indemnity agreement with the County and the Company issued a $640,000 standby letter
of credit that expires February 14, 2011. Under the terms of the environmental indemnity agreement, Realty and the Company have agreed to indemnify the County, without limitation, against any loss attributable to the generation, storage,
release or presence of Regulated Materials, as defined in the environmental indemnity agreement, at the container storage facility. In connection with the acquisition of the Cleveland, Ohio property in August 2005, Realty received indemnity from the
seller from any and all claims, which Realty may incur as a direct consequence of any environmental condition of which the seller had actual knowledge as of the date of the acquisition of the property.

(4) Earnings Per Share

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.

The following table provides a reconciliation of the number of
average common shares outstanding used to calculate basic earnings per share to the weighted average number of common shares and common share equivalents outstanding used in calculating diluted earnings per share (in thousands):



|                                                                      |  |                      |        |  |                         |  |        |                |  |  |                   |  |  |  |        | 
|--------------------------------------------------------------------- |  | -------------------- | ------ |  | ----------------------- |  | ------ | -------------- |  |  | ----------------- |  |  |  | ------ | 
|                                                                      |  | Thirteen Weeks Ended |        |  | Thirty-nine Weeks Ended | 
|                                                                      |  | October 2,2010       |        |  | September 26,2009       |  |        | October 2,2010 |  |  | September 26,2009 | 
|Weighted average number of common shares                              |  |                      | 15,925 |  |                         |  | 15,980 |                |  |  | 15,962            |  |  |  | 15,983 | 
|Incremental shares from assumed exercise of stock options             |  |                      |       |  |                         |  |       |                |  |  |                  |  |  |  |       | 
|                                                                      |  |                      |        |  |                         |  |        |                |  |  |                   |  |  |  |        | 
|Weighted average number of common shares and common share equivalents |  |                      | 15,925 |  |                         |  | 15,980 |                |  |  | 15,962            |  |  |  | 15,983 | 
|                                                                      |  |                      |        |  |                         |  |        |                |  |  |                   |  |  |  |        | 

For the thirteen and thirty-nine weeks ended October 2, 2010, 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. For the thirteen and thirty-nine weeks ended September 26, 2009, 190,000 options to purchase shares of common stock were excluded from the
calculation of diluted earnings per share because such options were anti-dilutive.



8



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(5) Stock Based Compensation

In December 2004, UTSIs board of directors 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, have a life of seven years and have an exercise price of $22.50 per share. Prior
to January 1, 2006, the Company accounted for stock options issued under the Plan pursuant to the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation was reflected in net income prior to fiscal year 2006, as all options granted under the Plan had an exercise price equal to the fair market value of the underlying common stock on the date of
grant. The intrinsic value of all outstanding options as of October 2, 2010 and September 26, 2009 was $0.

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



|                           |  |         |         |  |                              |   |       | 
|-------------------------- |  | ------- | ------- |  | ---------------------------- | - | ----- | 
|                           |  | Options |         |  | WeightedAverageExercisePrice |  
|Balance at January 1, 2010 |  |         | 190,000 |  |                              | $ | 22.50 | 
|Granted                    |  |         |        |  |                              |   |      | 
|Exercised                  |  |         |        |  |                              |   |      | 
|Expired                    |  |         |        |  |                              |   |      | 
|Forfeited                  |  |         | 2,500   |  |                              | $ | 22.50 | 
|                           |  |         |         |  |                              |   |       | 
|Balance at October 2, 2010 |  |         | 187,500 |  |                              | $ | 22.50 | 
|                           |  |         |         |  |                              |   |       | 
|Exercisable                |  |         | 187,500 |  |                              | $ | 22.50 | 
|                           |  |         |         |  |                              |   |       | 

(6) Comprehensive Income

Comprehensive income includes the following (in thousands):



|                                                                                                        |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 
|------------------------------------------------------------------------------------------------------- |  | -------------------- | ----- |  | ----------------------- | - | ----- | -------------- |  | - | ----------------- | - |  | - | ----- | 
|                                                                                                        |  | Thirteen Weeks Ended |       |  | Thirty-nine Weeks Ended |  
|                                                                                                        |  | October 2,2010       |       |  | September 26,2009       |   |       | October 2,2010 |  |   | September 26,2009 |  
|Net income                                                                                              |  | $                    | 2,932 |  |                         | $ | 1,699 |                |  | $ | 9,570             |   |  | $ | 3,143 | 
|Other comprehensive income:                                                                             |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 
|Unrealized holding gains on available-for-sale investments arising during the period, net of income tax |  |                      | 909   |  |                         |   | 3,521 |                |  |   | 4,297             |   |  |   | 704   | 
|(Gains) losses on available-for-sale investments reclassified into income:                              |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 
|Other-than-temporary impairment losses                                                                  |  |                      |      |  |                         |   | 77    |                |  |   |                  |   |  |   | 785   | 
|Realized gains, net of income tax                                                                       |  |                      |      |  |                         |   |      |                |  |   | (3,193            | ) |  |   |      | 
|                                                                                                        |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 
|Net gain recognized in other comprehensive income                                                       |  |                      | 909   |  |                         |   | 3,598 |                |  |   | 1,104             |   |  |   | 1,489 | 
|                                                                                                        |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 
|                                                                                                        |  |                      |       | 
|Total comprehensive income                                                                              |  | $                    | 3,841 |  |                         | $ | 5,297 |                |  | $ | 10,674            |   |  | $ | 4,632 | 
|                                                                                                        |  |                      |       |  |                         |   |       |                |  |   |                   |   |  |   |       | 



9



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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(6) Comprehensive Income - (continued)



Accumulated other comprehensive income at October 2, 2010 of $1,736,000 represents the net
unrealized holding gains on availablefor-sale investments of $2,920,000 net of related income tax expense of $1,184,000. At October 2, 2010, the gross unrealized holding gains and gross unrealized holding losses on available-for-sale
investments were $3,240,000 and $320,000, respectively.

Accumulated other comprehensive income at December 31, 2009 of $632,000
represents the unrealized holding gains on availablefor-sale investments of $1,031,000, net of related income tax expense of $399,000. At December 31, 2009, the gross unrealized holding gains and gross unrealized holding losses on
available-for-sale investments were $2,025,000 and $994,000, respectively.

(7) Acquisitions

In 2010, UTSI acquired the following companies for a total cost of $3,431,000:

Effective January 1, 2010, the Company acquired Cavalry Transportation, LLC and Cavalry Logistics, LLC, or Cavalry, based in Nashville, Tennessee, for $2,747,000. Cavalry offers fully integrated
transportation resources designed to maximize value for its customers through logistic solutions in intermodal, truckload, and less-than-truckload transportation options. As of December 31, 2009, $2,647,000 of the original purchase price was
paid in cash as an advance for the acquisition, and recorded in other assets. The remaining amount is included in accrued expenses and other current liabilities. The Company used cash and cash equivalents to finance the acquisition. Pursuant to the
acquisition, Cavalry operates as a wholly-owned subsidiary of Universal Truckload Services, Inc.

Effective January 1, 2010, the Company
acquired certain assets of TSD Transportation L.P., or TSD, based in Texarkana, Texas, for $684,000. As part of the acquisition, the Company is required to pay cash consideration to the former owners of TSD based on a percentage of revenues
generated through December 31, 2011. At the date of acquisition, the fair value of the earnout liability was $434,000. As of October 2, 2010, the total of the additional cash consideration paid to the former owners of TSD was approximately
$98,000 and was recorded as a reduction of the earnout liability. TSD provides a wide variety of for hire freight services including van, flatbed, step deck, heavy haul, hot shots, and intermodal services throughout the United States. The Company
used cash and cash equivalents to finance the acquisition. Pursuant to the acquisition, TSD International operates as part of Louisiana Transportation, Inc., a wholly-owned subsidiary of Universal Truckload Services, Inc.

The pro forma effect of these acquisitions 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 of these companies is as follows (in thousands):



|                          |  |   |        |  
|------------------------- |  | - | ------ | -
|Current assets            |  | $ | 1,704  |  
|Equipment                 |  |   | 117    |  
|Intangible assets         |  |   | 1,228  |  
|Goodwill (tax deductible) |  |   | 2,835  |  
|Accrued liabilities       |  |   | (2,453 | )
|                          |  |   |        |  
|                          |  | $ | 3,431  |  
|                          |  |   |        |  

The intangible assets acquired represent the acquired companies customer relationships and are being amortized over a
period of seven years.



10



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(7) Acquisitions - continued



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 companies have been included in the consolidated statements of income since their respective acquisition dates; however, they have not been separately disclosed as
they are deemed immaterial.

(8) Fair Value Measurements

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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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):



|                      |  |                 |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|--------------------- |  | --------------- | ------ |  | ------- | - | - | ------- |  | - | --------------------- |  |  | - | ------ | 
|                      |  | October 2, 2010 |       
|                      |  | Level 1         |        |  | Level 2 |   |   | Level 3 |  |   | Fair ValueMeasurement | 
|Assets                |  |                 |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|Cash equivalents      |  | $               | 241    |  |         | $ |  |         |  | $ |                      |  |  | $ | 241    | 
|Marketable securities |  |                 | 14,078 |  |         |   |  |         |  |   |                      |  |  |   | 14,078 | 
|                      |  |                 |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|Total assets          |  | $               | 14,319 |  |         | $ |  |         |  | $ |                      |  |  | $ | 14,319 | 
|                      |  |                 |        |  |         |   |   |         |  |   |                       |  |  |   |        | 



11



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(8) Fair Value Measurements - continued



|                      |  |                   |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|--------------------- |  | ----------------- | ------ |  | ------- | - | - | ------- |  | - | --------------------- |  |  | - | ------ | 
|                      |  | December 31, 2009 |       
|                      |  | Level 1           |        |  | Level 2 |   |   | Level 3 |  |   | Fair ValueMeasurement | 
|Assets                |  |                   |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|Cash equivalents      |  | $                 | 347    |  |         | $ |  |         |  | $ |                      |  |  | $ | 347    | 
|Marketable securities |  |                   | 15,721 |  |         |   |  |         |  |   |                      |  |  |   | 15,721 | 
|                      |  |                   |        |  |         |   |   |         |  |   |                       |  |  |   |        | 
|Total                 |  | $                 | 16,068 |  |         | $ |  |         |  | $ |                      |  |  | $ | 16,068 | 
|                      |  |                   |        |  |         |   |   |         |  |   |                       |  |  |   |        | 

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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(9) Marketable Securities

At October 2, 2010, 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 (loss), 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 |        |  | Grossunrealizedholdinggains |   |       | Grossunrealizedholding(losses) |  |   | FairValue |  
|At October 2, 2010   |  |      |        |  |                             |   |       |                                |  |   |           |   |  |   |        | 
|Equity Securities    |  | $    | 11,158 |  |                             | $ | 3,240 |                                |  | $ | (320      | ) |  | $ | 14,078 | 
|                     |  |      |        |  |                             |   |       |                                |  |   |           |   |  |   |        | 
|                     |  |      |        | 
|At December 31, 2009 |  |      |        |  |                             |   |       |                                |  |   |           |   |  |   |        | 
|Equity Securities    |  | $    | 14,690 |  |                             | $ | 2,025 |                                |  | $ | (994      | ) |  | $ | 15,721 | 
|                     |  |      |        |  |                             |   |       |                                |  |   |           |   |  |   |        | 



12



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UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(9) Marketable Securities - continued



Included in equity securities at October 2, 2010 are securities with a fair value of $2.6 million
with a cumulative loss position of $0.3 million, 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 October 2, 2010 (in thousands):



|                  |  |                     |       |  |                     |   |     |           |  |   |                  |  |  |           |    |  |                  |   |       |  |  |   |     | 
|----------------- |  | ------------------- | ----- |  | ------------------- | - | --- | --------- |  | - | ---------------- |  |  | --------- | -- |  | ---------------- | - | ----- |  |  | - | --- | 
|                  |  | Less than 12 Months |       |  | 12 Months orGreater |   |     | Total     | 
|                  |  | FairValue           |       |  | UnrealizedLosses    |   |     | FairValue |  |   | UnrealizedLosses |  |  | FairValue |    |  | UnrealizedLosses |  
|Equity securities |  | $                   | 2,549 |  |                     | $ | 269 |           |  | $ | 92               |  |  | $         | 51 |  |                  | $ | 2,641 |  |  | $ | 320 | 
|                  |  |                     |       |  |                     |   |     |           |  |   |                  |  |  |           |    |  |                  |   |       |  |  |   |     | 

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 and finance, energy, pharmaceutical, and transportation industries. The fair value and unrealized losses are distributed in 13 publicly traded companies, with a
concentration of losses in the banking and finance industry. The Company has evaluated the near-term prospects of certain issuers within this industry, as well as the other issuers in the remainder of its portfolio, in relation to the severity and
duration of the impairments, and based on such 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 October 2, 2010.

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.



13



---

UNIVERSAL TRUCKLOAD SERVICES, INC.

Notes to Unaudited Consolidated Financial Statements - Continued







(10) Contingencies

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.

(11) Subsequent
Events

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

On October 25, 2010, the Company and KeyBank entered into an Amendment and Change in Terms Agreement whereby the maturity date of the existing Third
Amendment to the Loan Agreement and Third Amendment to Promissory Note was amended and deemed to be November 8, 2010. On October 28, 2010, the Company and KeyBank entered into an Amended and Restated Loan Agreement and Promissory Note,
collectively referred to as the Agreement, for the period October 25, 2010 to October 24, 2011, thereby replacing the previous loan agreements. Under the Agreement with KeyBank, the Companys maximum permitted borrowings and letters
of credit in the aggregate may not exceed $20 million. The line of credit is unsecured, and bears interest at a rate equal to the lesser of the Prime Rate minus 0.50% or LIBOR plus 1.00%. The Agreement governing our unsecured line of credit 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 this Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The Agreement also may, in certain circumstances, limit our ability to pay dividends or distributions
utilizing our line of credit. The Agreement also contains customary representations and warranties, affirmative and negative covenants and events of default.



14



---



|ITEM 2: | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

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, 2009, 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 primarily an asset-light provider of transportation services to shippers
throughout the United States and in the Canadian provinces of Ontario and Quebec. Our over-the-road trucking services include both flatbed and dry van operations and we provide rail-truck and steamship-truck intermodal support services. We also
offer truck brokerage services, which allow us to supplement our capacity and provide our customers with transportation of freight not handled by our owner-operators. In addition, we offer full service international freight forwarding and customs
house brokerage services.

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 October 2, 2010, approximately 85.3% and 84.3%, respectively, of our total operating expenses were variable in
nature and our capital expenditures were $3.4 million and $7.6 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, 2009 and the unaudited Consolidated Financial Statements and related notes contained in this quarterly report on Form 10-Q.



15



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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
October 2, 2010 and September 26, 2009, as a percentage of operating revenues:



|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|---------------------------------------- |  | -------------------- | ---- | - | ----------------------- |  | ---- | -------------- |  |  | ----------------- | - |  |  | ---- | -
|                                         |  | Thirteen Weeks Ended |      |   | Thirty-nine Weeks Ended | 
|                                         |  | October 2,2010       |      |   | September 26,2009       |  |      | October 2,2010 |  |  | September 26,2009 |  
|                                         |  |                      |      |  
|Operating revenues                       |  |                      | 100  | % |                         |  | 100  | %              |  |  | 100               | % |  |  | 100  | %
|Operating expenses:                      |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|Purchased transportation                 |  |                      | 76.3 |   |                         |  | 75.4 |                |  |  | 76.0              |   |  |  | 74.8 |  
|Commissions expense                      |  |                      | 6.4  |   |                         |  | 6.8  |                |  |  | 6.4               |   |  |  | 6.7  |  
|Other operating expenses                 |  |                      | 1.9  |   |                         |  | 1.9  |                |  |  | 2.3               |   |  |  | 1.9  |  
|Selling, general and administrative      |  |                      | 7.6  |   |                         |  | 8.5  |                |  |  | 8.4               |   |  |  | 9.2  |  
|Insurance and claims                     |  |                      | 3.0  |   |                         |  | 3.2  |                |  |  | 2.9               |   |  |  | 3.6  |  
|Depreciation and amortization            |  |                      | 1.8  |   |                         |  | 2.0  |                |  |  | 1.8               |   |  |  | 2.1  |  
|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|                                         |  |                      |      |  
|Total operating expenses                 |  |                      | 97.0 |   |                         |  | 97.8 |                |  |  | 97.7              |   |  |  | 98.3 |  
|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|Operating income                         |  |                      | 3.0  |   |                         |  | 2.2  |                |  |  | 2.3               |   |  |  | 1.7  |  
|Interest income (expense), net           |  |                      |     |   |                         |  | (0.1 | )              |  |  |                  |   |  |  |     |  
|Other non-operating income (expense)     |  |                      | 0.1  |   |                         |  |     |                |  |  | 1.3               |   |  |  | (0.2 | )
|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|Income before provision for income taxes |  |                      | 3.1  |   |                         |  | 2.1  |                |  |  | 3.6               |   |  |  | 1.4  |  
|Provision for income taxes               |  |                      | 1.3  |   |                         |  | 0.8  |                |  |  | 1.5               |   |  |  | 0.5  |  
|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  
|                                         |  |                      |      |  
|Net income                               |  |                      | 1.9  | % |                         |  | 1.3  | %              |  |  | 2.1               | % |  |  | 0.9  | %
|                                         |  |                      |      |   |                         |  |      |                |  |  |                   |   |  |  |      |  

Thirty-nine Weeks Ended October 2, 2010 Compared to Thirty-nine Weeks Ended September 26,
2009

Operating revenues.Operating revenues for the thirty-nine weeks ended October 2, 2010 increased by $86.4 million, or
23.8%, to $449.8 million from $363.4 million for the thirty-nine weeks ended September 26, 2009. The increase in operating revenues is primarily attributable to an increase in the number of loads in our truckload and intermodal operations, an
increase in our brokerage operations attributable to our acquisitions made since the third quarter of 2009, and an increase in fuel surcharges. The increase in the number of loads in our truckload operations is primarily attributable to our
acquisitions made since the third quarter of 2009 and the increase in the number of loads in our intermodal operations is attributable to organic growth. The number of loads from our combined truckload and intermodal operations was 480,000 for the
thirty-nine weeks ended October 2, 2010 compared to 414,000 for the thirty-nine weeks ended September 26, 2009. Included in operating revenues are fuel surcharges of $40.1 million for the thirty-nine weeks ended October 2, 2010
compared to $24.8 million for the thirty-nine weeks ended September 26, 2009. For the thirty-nine weeks ended October 2, 2010, our operating revenue per loaded mile, excluding fuel surcharges, from our combined truckload and brokerage
operations increased to $2.12 from $2.04 for the thirty-nine weeks ended September 26, 2009. Included in operating revenues is approximately $52.9 million attributable to acquisitions made since the third quarter of 2009, which consists of
$30.0 million in truckload operations and $22.9 million in brokerage operations. Excluding the effects of acquisitions made since the third quarter of 2009, revenue from our truckload operations increased by $22.6 million, or 10.0%, to $248.2
million for the thirty-nine weeks ended October 2, 2010 from $225.6 million for the thirty-nine weeks ended September 26, 2009. Excluding the effects of acquisitions made since the third quarter of 2009, revenue from our brokerage
operations increased by $1.7 million, or 2.0%, to $83.5 million for the thirty-nine weeks ended October 2, 2010 compared to $81.8 million for the thirty-nine weeks ended September 26, 2009. Revenue from our intermodal support services
increased by $9.3 million, or 16.6%, to $65.2 million for the thirty-nine weeks ended October 2, 2010 from $55.9 million for the thirty-nine weeks ended September 26, 2009.

Purchased transportation.Purchased transportation expense for the thirty-nine weeks ended October 2, 2010 increased by $69.7 million, or 25.6%, to $341.6 million from $271.9 million for the
thirty-nine weeks ended September 26, 2009. As a percentage of operating revenues, purchased transportation expense increased to 76.0% for the thirty-nine weeks ended October 2, 2010 from 74.8% for the thirty-nine weeks ended
September 26, 2009. 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 increase in purchased transportation as a percent of operating revenues is primarily due to an increase in fuel surcharges, which are passed through to owner-operators, and a higher cost of transportation in our brokerage
business.



16



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Commissions expense.Commissions expense for the thirty-nine weeks ended October 2, 2010 increased by $4.6 million, or 18.9%, to $28.9 million from $24.3 million for the thirty-nine weeks ended September 26, 2009. As a percentage of operating revenues,
commissions expense decreased to 6.4% for the thirty-nine weeks ended October 2, 2010 compared to 6.7% for thirty-nine weeks ended September 26, 2009. The absolute increase was primarily due to the increase 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 fuel surcharges, which are passed on through to our owner operators, and as
such, no commission is paid, and an increase in revenues generated by our company managed locations.

Other operating expense.Other
operating expense for the thirty-nine weeks ended October 2, 2010 increased by $3.4 million, or 48.9%, to $10.3 million from $6.9 million for the thirty-nine weeks ended September 26, 2009. As a percentage of operating revenues, other
operating expense increased to 2.3% for the thirty-nine weeks ended October 2, 2010 compared to 1.9% for thirty-nine weeks ended September 26, 2009. The absolute increase was primarily due to an increase in repairs and maintenance cost on
company owned equipment, and an increase in property tax and other operating expenses.

Selling, general and administrative.Selling,
general and administrative expense for the thirty-nine weeks ended October 2, 2010 increased by $4.4 million, or 13.1%, to $37.8 million from $33.4 million for the thirty-nine weeks ended September 26, 2009. As a percentage of operating
revenues, selling, general and administrative expense decreased to 8.4% for the thirty-nine weeks ended October 2, 2010 compared to 9.2% for thirty-nine weeks ended September 26, 2009. The absolute increase was primarily the result of
increases in salaries and wage expense of $3.3 million, travel and entertainment costs of $0.6 million, legal and professional fees of $0.4 million, our provision for uncollectible agent loans of $0.3 million, and other selling, general, and
administrative costs of $0.4 million. These increases are primarily due to the additional costs incurred in connection with the acquisitions made since the third quarter of 2009. These increases were partially offset by a decrease in our bad debt
expense of $0.7 million.

Insurance and claims.Insurance and claims expense for the thirty-nine weeks ended October 2, 2010
decreased by $0.3 million, or 2.0%, to $12.8 million from $13.1 million for the thirty-nine weeks ended September 26, 2009. As a percentage of operating revenues, insurance and claims decreased to 2.9% for the thirty-nine weeks ended
October 2, 2010 from 3.6% for the thirty-nine weeks ended September 26, 2009. The absolute decrease is the result of decreases in our cargo claims expense of $1.0 million and other contractor insurance and safety costs of $0.2 million.
These decreases were partially offset by a $0.9 million increase in our auto liability insurance premiums and claims expense.

Depreciation
and amortization.Depreciation and amortization for the thirty-nine weeks ended October 2, 2010 increased by $0.5 million, or 5.9%, to $8.2 million from $7.7 million for the thirty-nine weeks ended September 26, 2009. As a percent of
operating revenues, depreciation and amortization decreased to 1.8% for the thirty-nine weeks ended October 2, 2010 from 2.1% for the thirty-nine weeks ended September 26, 2009. The absolute increase is primarily the results of additional
depreciation on our capital expenditures made throughout 2009 and 2010, and the additional amortization with respect to intangible assets resulting from the acquisitions made since the third quarter of 2009.

Interest expense (income), net.Net interest income for the thirty-nine weeks ended October 2, 2010 was $81 thousand compared to net interest
expense of $133 thousand for the thirty-nine weeks ended September 26, 2009.

Other non-operating income (expense). Other
non-operating income for the thirty-nine weeks ended October 2, 2010 was $5.8 million compared to other non-operating expense of $0.8 million for the thirty-nine weeks ended September 26, 2009. Included in other non-operating income for
the thirty-nine weeks ended October 2, 2010 were $5.4 million of gains on the sales of marketable securities. Included in other non-operating expense for the thirty-nine weeks ended September 26, 2009 were $1.3 million of charges for
other-than-temporary impairments of marketable equity securities classified as available-for-sale.

Provision for income taxes.Provision for income taxes for the thirty-nine weeks ended October 2, 2010 increased by $4.6 million to $6.5 million from $1.9 million for the thirty-nine weeks ended September 26, 2009. The increase was primarily attributable to the
increase in our taxable income and an increase in our effective tax rate. For the thirty-nine weeks ended October 2, 2010 and September 26, 2009, we had an effective income tax rate of 40.5% and 37.6%, respectively, based upon our income
before provision for income taxes. The increase in our effective tax rate is due to prior period adjustments to our state income taxes.



17



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Thirteen Weeks
Ended October 2, 2010 Compared to Thirteen Weeks Ended September 26, 2009

Operating revenues.Operating revenues for
the thirteen weeks ended October 2, 2010 increased by $28.0 million, or 21.8%, to $156.5 million from $128.5 million for the thirteen weeks ended September 26, 2009. The increase in operating revenues is primarily attributable to an
increase in the number of loads in our truckload and intermodal operations, an increase in our brokerage operations attributable to our acquisitions made since the third quarter of 2009, and an increase in fuel surcharges. The increase in the number
of loads in our truckload operations is primarily attributable to our acquisitions made since the third quarter of 2009 and the increase in the number of loads in our intermodal operations is attributable to organic growth. The number of loads from
our combined truckload and intermodal operations was 161,000 for the thirteen weeks ended October 2, 2010 compared to 144,000 for the thirteen weeks ended September 26, 2009. Included in operating revenues are fuel surcharges of $13.8
million for the thirteen weeks ended October 2, 2010 compared to $9.5 million for the thirteen weeks ended September 26, 2009. For the thirteen weeks ended October 2, 2010, our operating revenue per loaded mile, excluding fuel
surcharges, from our combined truckload and brokerage operations increased to $2.39 from $2.01 for the thirteen weeks ended September 26, 2009. Included in operating revenues is approximately $14.0 million attributable to acquisitions made
since the third quarter of 2009, which consists of $6.0 million in truckload operations and $8.0 million in brokerage operations. Excluding the effects of the acquisitions made in the third quarter of 2009, revenue from our truckload operations
increased by $7.1 million, or 8.7%, to $89.0 million for the thirteen weeks ended October 2, 2010 from $81.8 million for the thirteen weeks ended September 26, 2009. Excluding the effects of the acquisitions made in the third quarter of
2009, revenue from our brokerage operations increased by $3.3 million, or 11.8%, to $31.2 million for the for the thirteen weeks ended October 2, 2010 compared to $27.9 million for the thirteen weeks ended September 26, 2009. Revenue from
our intermodal support services increased by $3.6 million, or 19.4%, to $22.3 million for the thirteen weeks ended October 2, 2010 from $18.7 million for the thirteen weeks ended September 26, 2009.

Purchased transportation.Purchased transportation expense for the thirteen weeks ended October 2, 2010 increased by $22.4 million, or 23.1%,
to $119.3 million from $96.9 million for the thirteen weeks ended September 26, 2009. As a percentage of operating revenues, purchased transportation expense increased to 76.3% for the thirteen weeks ended October 2, 2010 from 75.4% for
the thirteen weeks ended September 26, 2009. 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 increase in purchased transportation as a percent of operating revenues is primarily due to an increase in fuel surcharges, which are passed through to owner-operators, and a higher cost of
transportation in our brokerage business.

Commissions expense.Commissions expense for the thirteen weeks ended October 2, 2010
increased by $1.4 million, or 16.1%, to $10.1 million from $8.7 million for the thirteen weeks ended September 26, 2009. As a percentage of operating revenues, commissions expense decreased to 6.4% for the thirteen weeks ended October 2,
2010 compared to 6.8% for thirteen weeks ended September 26, 2009. The absolute increase was primarily due to the increase 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 fuel surcharges, which are passed on through to our owner operators, and as such, no commission is paid, and an increase in revenues generated by our company
managed locations.

Other operating expense.Other operating expense for the thirteen weeks ended October 2, 2010 increased by
$0.6 million, or 26.2%, to $3.0 million from $2.4 million for the thirteen weeks ended September 26, 2009. As a percentage of operating revenues, other operating expense remained consistent at 1.9% for both the thirteen weeks ended
October 2, 2010 and September 26, 2009. The absolute increase was primarily due to an increase in repairs and maintenance cost on company owned equipment.

Selling, general and administrative.Selling, general and administrative expense for the thirteen weeks ended October 2, 2010 increased by $1.0 million, or 8.6%, to $11.9 million from $10.9
million for the thirteen weeks ended September 26, 2009. As a percentage of operating revenues, selling, general and administrative expense decreased to 7.6% for the thirteen weeks ended October 2, 2010 compared to 8.5% for thirteen weeks
ended September 26, 2009. The increase was primarily the result of an increase in salaries and wage expense of $1.4 million primarily due to the additional headcount resulting from our recent acquisitions. This increase was partially offset by
a decrease in bad debt expense of $0.4 million.



18



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Insurance and claims.Insurance
and claims expense for the thirteen weeks ended October 2, 2010 increased by $0.6 million, or 15.4%, to $4.7 million from $4.1 million for the thirteen weeks ended September 26, 2009. As a percentage of operating revenues, insurance and
claims expense decreased to 3.0% for the thirteen weeks ended October 2, 2010 from 3.2% for the thirteen weeks ended September 26, 2009. The absolute increase is the result of an increase in our auto liability insurance premiums and claims
expense of $0.7 million.

Depreciation and amortization.Depreciation and amortization for the thirteen weeks ended October 2,
2010 increased by $0.2 million, or 8.1%, to $2.8 million from $2.6 million for the thirteen weeks ended September 26, 2009. As a percent of operating revenues, depreciation and amortization decreased to 1.8% for the thirteen weeks ended
October 2, 2010 from 2.0% for the thirteen weeks ended September 26, 2009. The absolute increase is primarily the results of additional depreciation on our capital expenditures made throughout 2009 and 2010, and the additional amortization
with respect to intangible assets resulting from the acquisitions made since the third quarter of 2009.

Interest expense (income), net.Net interest income for the thirteen weeks ended October 2, 2010 was $31 thousand compared to net interest expense of $135 thousand for the thirteen weeks ended September 26, 2009.

Other non-operating income (expense). Other non-operating income for the thirteen weeks ended October 2, 2010 was $225 thousand compared to
other non-operating expense of $17 thousand for the thirteen weeks ended September 26, 2009. Included in other non-operating expense for the thirteen weeks ended September 26, 2009 were $126 thousand of charges for other-than-temporary
impairments of marketable equity securities classified as available-for-sale.

Provision for income taxes.Provision for income taxes
for the thirteen weeks ended October 2, 2010 increased by $1.0 million to $2.0 million from $1.0 million for the thirteen weeks ended September 26, 2009. The increase was primarily attributable to the increase in our taxable income and an
increase in our effective tax rate. For the thirteen weeks ended October 2, 2010 and September 26, 2009, we had an effective income tax rate of 40.3% and 37.7%, respectively, based upon our income before provision for income taxes. The
increase in our effective tax rate is due to prior period adjustments to our state income taxes.

Liquidity and Capital Resources

Our primary sources of liquidity are funds generated by operations, proceeds from the sales of marketable securities, and our revolving
unsecured line of credit with KeyBank.

We employ a primarily asset-light operating strategy. Substantially all of the tractors and more than
50% of the trailers utilized in our business are provided by our owner-operators and we have no capital expenditure requirements relating to this equipment. As a result, our capital expenditure requirements are limited in comparison to most large
trucking companies which maintain sizable fleets of owned tractors and trailers, requiring significant capital expenditures.

During the
thirteen and thirty-nine weeks ended October 2, 2010, we made capital expenditures totaling $3.4 million and $7.6 million, respectively. These expenditures primarily consisted of land and improvements, tractors and trailers, and computer
equipment.

Through the end of 2010, exclusive of acquisitions, we expect to incur capital expenditures of $1.5 million to $2.0 million
relating to real property acquisitions, and improvements to our existing facilities and the acquisition of additional terminal yards or container facilities. We also expect to incur capital expenditures of $3.7 million to $4.2 million for tractors,
trailers, containers, chassis, and other equipment.

We expect that our working capital and available borrowings will be sufficient to meet
our capital commitments and fund our operational needs for at least the next twelve months. Based on the availability under our unsecured line of credit and assuming the continuation of our current operating cash flows, we do not expect that we will
experience any liquidity constraints in the foreseeable future.

We continue to evaluate business development opportunities, including
potential acquisitions that fit our strategic plans. There can be no assurance that we will identify any opportunities that fit our strategic plans or will be able to execute any such opportunities on terms acceptable to us. Any such opportunities
will be financed from available cash and cash equivalents, and our unsecured line of credit.



19



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We currently intend to retain our
future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.

Unsecured
Line of Credit

The Company and KeyBank entered into an Amended and Restated Loan Agreement and Promissory Note, or the Agreement,
dated October 28, 2010, effective for the period October 25, 2010 to October 24, 2011 thereby replacing the previous Loan Agreement and Promissory Note, and all amendment thereto, which terminated due to the expiration of their terms.
Under the Agreement with KeyBank, the Companys maximum permitted borrowings and letters of credit in the aggregate may not exceed $20 million. The line of credit is unsecured, and bears interest at a rate equal to the lesser of the Prime Rate
minus 0.50% or LIBOR plus 1.00%. The Agreement governing our unsecured line of credit 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 this Agreement, tangible net worth is defined as total assets, excluding all intangible assets, less total debt. The
Agreement also may, in certain circumstances, limit our ability to pay dividends or distributions utilizing our line of credit. The Agreement also contains customary representations and warranties, affirmative and negative covenants and events of
default.

The Third Amendment to Loan Agreement and Third Amendment to Promissory Note, or the Previous Agreement, dated August 24, 2010
for the period to October 25, 2010 was permitted maximum borrowings and letters of credit in the aggregate not exceed $20 million. The line of credit was unsecured, and bore interest at a rate equal to the lesser of the Prime Rate minus .50% or
LIBOR plus 1.00% (effective rate of 1.26% at October 2, 2010). The Previous Agreement governing this unsecured line of credit contained various financial and restrictive covenants to be maintained by the Company including requirements to
maintain a tangible net worth of at least $100 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 Previous Agreement, tangible net worth was defined as total
assets, excluding all intangible assets, less total debt. The Previous Agreement also may have, in certain circumstances, limited our ability to pay dividends or distributions utilizing our line of credit. The Previous Agreement also contains
customary representations and warranties, affirmative and negative covenants and events of default. As of October 2, 2010, the Company was in compliance with its debt covenants. The Company did not have any amounts outstanding under its line of
credit at October 2, 2010 or December 31, 2009, and there were letters of credit aggregating $690,000 and $755,000 issued against the line, respectively

Discussion of Cash Flows

At October 2, 2010, we had cash and cash equivalents
of $3.0 million compared to $1.0 million at December 31, 2009. The increase in cash and cash equivalents of $2.0 million for the thirty-nine weeks ended October 2, 2010 resulted from $3.3 million in cash provided by operating activities
and $1.0 million of in cash provided by investing activities. This was partially offset by $2.3 million in cash used in financing activities.

The $3.3 million in cash provided by operations was primarily attributed to $9.6 million of net income adjusted for $8.2 million of non-cash charges for
depreciation and amortization, $5.4 million of gains on the sales of marketable securities, $2.0 million in changes in deferred income taxes, $1.0 million of non-cash charges for provisions for doubtful accounts, and an increase in the working
capital position of the Company of $8.2 million. The increase in the working capital position is primarily the result of an increase in accounts receivable due to increased sales, which was partially offset by a decrease in prepaid expenses and
other assets and an increase in accounts payable and other current liabilities.

The $1.0 million in net cash provided by investing activities
for the thirty-nine weeks ended October 2, 2010 consisted of $11.4 million in proceeds from the sales of marketable securities, offset by $7.6 million of capital expenditures, $2.5 million in purchases of marketable securities, and $0.4 million
for the acquisition of businesses. In 2009, the Company made $2.7 million in advances for the acquisitions of businesses.

The $2.3 million in
cash used in financing activities for the thirty-nine weeks ended October 2, 2010 consisted of $0.5 million in repayments on our loan from Cuyahoga County, $0.3 for the payments of earnout obligations, and $1.5 million for the purchases of
treasury stock.



20



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Off Balance Sheet Arrangements

In connection with the 2007 acquisition of Glenn National Carriers, Inc., or Glenn, we are required to pay cash consideration to the
former owners of Glenn based on a percentage of revenues generated through November 2010.

Critical Accounting Policies

A summary of critical accounting policies is presented in Item 7, Managements Discussion and Analysis of Financial Condition and Results
of OperationsCritical Accounting Policies of our Form 10-K for the year ended December 31, 2009. There have been no changes in the accounting policies followed by us during the thirty-nine weeks ended October 2, 2010.

Seasonality

Our operations
are subject to seasonal trends common to the trucking industry. Results of operations in the first quarter are typically lower than the remaining quarters.



|ITEM 3: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There have not been any material changes to the Companys market risk during the thirteen or thirty-nine weeks ended October 2, 2010. For additional information, please see the Companys
Annual Report on Form 10-K for the year ended December 31, 2009.



|ITEM 4: | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure
Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as
amended (or the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 2, 2010, our disclosure controls and procedures were effective in causing the material information
required to be disclosed in the reports that it files or submits under the Exchange Act to be recorded, processed, summarized and reported, to the extent applicable, within the time periods required for us to meet the Securities and Exchange
Commissions (or SEC) filing deadlines for these reports specified in the SECs rules and forms.

Internal Controls

There have been no changes in our internal controls over financial reporting during the thirty-nine weeks ended October 2, 2010
identified in connection with our evaluation that has materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



21



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PART II  OTHER
INFORMATION



|ITEM 1: | LEGAL PROCEEDINGS
|------- | -----------------

Information with
respect to legal proceedings and other exposures appears in Part I, Item 1, Note (10) of the Notes to Unaudited Consolidated Financial Statements, and in the Companys Annual Report on Form 10-K for the year ended
December 31, 2009.



|ITEM 1A: | RISK FACTORS
|-------- | ------------

There have been no material
changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2009.



|ITEM 2: | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

The following table provides information regarding the Companys purchases of its Common Stock during the period from July 4, 2010 to October 2, 2010, the Companys third fiscal
quarter:



|                             |  |                               |         |  |                            |   |       |                                                                  |  |  |                                                                 |  |  |  |         | 
|---------------------------- |  | ----------------------------- | ------- |  | -------------------------- | - | ----- | ---------------------------------------------------------------- |  |  | --------------------------------------------------------------- |  |  |  | ------- | 
|Fiscal Period                |  | TotalNumberof SharesPurchased |         |  | AveragePrice Paidper Share |   |       | Total Numberof SharesPurchased asPart
ofPubliclyAnnouncedProgram |  |  | MaximumNumber ofShares that MayYet be PurchasedUnder
theProgram | 
|                             |  |                               |         | 
|July 3, 2010                 |  |                               |         |  |                            |   |       |                                                                  |  |  |                                                                 |  |  |  | 658,000 | 
|Jul. 4, 2010  Jul. 31, 2010 |  |                               | 32,500  |  |                            | $ | 14.15 |                                                                  |  |  | 174,500                                                         |  |  |  | 625,500 | 
|Aug. 1, 2010  Aug. 28, 2010 |  |                               | 49,400  |  |                            |   | 13.62 |                                                                  |  |  | 223,900                                                         |  |  |  | 576,100 | 
|Aug. 29, 2010  Oct. 2, 2010 |  |                               | 22,000  |  |                            |   | 14.78 |                                                                  |  |  | 245,900                                                         |  |  |  | 554,100 | 
|                             |  |                               |         |  |                            |   |       |                                                                  |  |  |                                                                 |  |  |  |         | 
|Total                        |  |                               | 103,900 |  |                            | $ | 14.03 |                                                                  |  |  | 245,900                                                         |  |  |  | 554,100 | 
|                             |  |                               |         |  |                            |   |       |                                                                  |  |  |                                                                 |  |  |  |         | 



|ITEM 3: | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4: | (REMOVED AND RESERVED)
|------- | ----------------------

None.



|ITEM 5: | OTHER INFORMATION
|------- | -----------------

None.



22



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|ITEM 6: | EXHIBITS
|------- | --------

The exhibits listed on the
Exhibit Index are furnished as part of this quarterly report on Form 10-Q.



|           |  |                                                                                                                                                                                                                                                                                                     
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                         
|           | 
|3.1        |  | Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form S-1 filed on November 15, 2004
(Commission File No. 000-51142))                                                                                         
|           | 
|3.2        |  | Amended and Restated Bylaws, as amended effective April 22, 2009 (Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on April 24,
2009 (Commission File No. 000-51142))                                                                                  
|           | 
|4.1        |  | Registration Rights Agreement, dated as of December 31, 2004, among the Registrant, Matthew T. Moroun and The Manuel J. Moroun Trust (Incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form S-1 filed on January 7, 2005 (Commission File No. 000-51142))     
|           | 
|10.1       |  | Amendment and Change in Terms Agreement between Universal Truckload Services, Inc. and KeyBank National Association dated October 25, 2010 ((Incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on October 29, 2010 (Commission File No. No. 000-51142))
|           | 
|10.2       |  | Amended and Restated Loan Agreement between Universal Truckload Services, Inc. and KeyBank National Association dated October 28, 2010 ((Incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed on October 29, 2010 (Commission File No. No. 000-51142))    
|           | 
|31.1*      |  | Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                         
|           | 
|31.2*      |  | Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                         
|           | 
|32.1**     |  | Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002                                                                                                                          



|* | Filed herewith.
|- | ---------------

|** | Furnished herewith
|-- | ------------------

|+ | Indicates a management contract, compensatory plan or arrangement.
|- | ------------------------------------------------------------------



23



---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                        |  |  |  |                                    |  |                                                                                   
|----------------------- |  |  |  | ---------------------------------- |  | ----------------------------------------------------------------------------------
|                        |  |  |  | Universal Truckload Services, Inc.
|                        |  |  |  | (Registrant)                      
|                        |  | 
|Date: November 10, 2010 |  |  |  |                                   
|                        |  |  | 
|                        |  |  |  | By:                                |  | /S/    ROBERT E.
SIGLER                                                           
|                        |  |  |  |                                    |  | Robert E. Sigler, Vice President,
Chief Financial Officer, Secretary and Treasurer
|                        |  |  | 
|Date: November 10, 2010 |  |  |  |                                    |  |                                                                                   
|                        |  |  | 
|                        |  |  |  | By:                                |  | /S/    DONALD B.
COCHRAN                                                          
|                        |  |  |  |                                    |  | Donald B. Cochran, President and Chief Executive Officer                          



24