UNIVERSAL LOGISTICS HOLDINGS, INC. 10-Q

ITEM 1: FINANCIAL STATEMENTS UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Balance Sheets (In thousands, except share data) June 29, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 7,486 $ 12,511 Marketable securities 11,566 10,772 Accounts receivable – net of allowance for credit losses of $ 9,966 and $ 11,229 , respectively 288,125 287,946 Contract assets 18,237 729 Other receivables 29,758 22,633 Prepaid expenses and other 26,872 30,171 Due from affiliates 765 710 Total current assets 382,809 365,472 Property and equipment – net of accumulated depreciation of $ 404,836 and $ 370,273 , respectively 658,022 561,089 Operating lease right-of-use asset 77,553 87,208 Goodwill 170,730 170,730 Intangible assets – net of accumulated amortization of $ 144,069 and $ 134,514 , respectively 51,740 61,296 Contract assets, net of current portion 123,943 — Deferred income taxes 1,225 1,225 Other assets 6,034 6,503 Total assets $ 1,472,056 $ 1,253,523 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 74,016 $ 64,102 Current portion of long-term debt 79,850 70,689 Current portion of operating lease liabilities 29,803 29,998 Accrued expenses and other current liabilities 61,258 43,062 Insurance and claims 32,979 25,464 Due to affiliates 20,382 20,737 Income taxes payable 5,348 6,364 Total current liabilities 303,636 260,416 Long-term liabilities: Long-term debt, net of current portion 403,951 311,235 Operating lease liabilities, net of current portion 53,702 63,620 Deferred income taxes 98,254 79,567 Other long-term liabilities 3,618 6,487 Total long-term liabilities 559,525 460,909 Shareholders' equity: Common stock, no par value. Authorized 100,000,000 shares; 26,319,283 and 31,007,100 shares issued; 26,317,326 and 26,284,223 shares outstanding, respectively 26,319 31,008 Paid-in capital 5,007 5,103 Treasury stock, at cost; 1,957 and 4,722,877 shares ( 83 ) ( 96,840 ) Retained earnings 581,829 595,450 Accumulated other comprehensive (loss): Interest rate swaps, net of income taxes of $ 641 and $ 457 , respectively 1,899 1,350 Foreign currency translation adjustments ( 6,076 ) ( 3,873 ) Total shareholders’ equity 608,895 532,198 Total liabilities and shareholders’ equity $ 1,472,056 $ 1,253,523 See accompanying notes to consolidated financial statements. 2 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Income (In thousands, except per share data) Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Operating revenues: Truckload services $ 66,876 $ 51,860 $ 108,906 $ 98,261 Brokerage services 53,661 60,325 113,274 128,998 Intermodal services 78,069 91,585 154,784 202,611 Dedicated services 90,715 86,069 179,031 171,301 Value-added services 172,843 122,733 398,075 248,797 Total operating revenues 462,164 412,572 954,070 849,968 Operating expenses: Purchased transportation and equipment rent 137,295 139,879 261,928 295,964 Direct personnel and related benefits 135,495 138,046 276,300 277,138 Operating supplies and expenses 63,558 41,101 156,382 87,290 Commission expense 8,890 7,643 15,500 15,815 Occupancy expense 10,442 11,041 21,010 22,193 General and administrative 14,699 13,418 28,205 25,334 Insurance and claims 7,873 5,889 15,041 13,968 Depreciation and amortization 36,809 19,160 57,510 37,675 Total operating expenses 415,061 376,177 831,876 775,377 Income from operations 47,103 36,395 122,194 74,591 Interest income 909 621 1,127 1,373 Interest expense ( 7,792 ) ( 5,742 ) ( 14,089 ) ( 11,469 ) Other non-operating income 898 284 2,003 299 Income before income taxes 41,118 31,558 111,235 64,794 Income tax expense 10,384 7,992 28,044 16,352 Net income $ 30,734 $ 23,566 $ 83,191 $ 48,442 Earnings per common share: Basic $ 1.17 $ 0.90 $ 3.16 $ 1.84 Diluted $ 1.17 $ 0.90 $ 3.16 $ 1.84 Weighted average number of common shares outstanding: Basic 26,317 26,287 26,312 26,284 Diluted 26,352 26,308 26,341 26,312 Dividends declared per common share $ 0.105 $ 0.105 $ 0.210 $ 0.210 See accompanying notes to consolidated financial statements. 3 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Comprehensive Income (In thousands) Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net Income $ 30,734 $ 23,566 $ 83,191 $ 48,442 Other comprehensive income (loss): Unrealized changes in fair value of interest rate swaps, net of income taxes of $( 18 ), $ 367 , $ 184 and $ 90 , respectively ( 58 ) 1,082 549 262 Foreign currency translation adjustments ( 2,949 ) ( 886 ) ( 2,203 ) ( 975 ) Total other comprehensive income (loss) ( 3,007 ) 196 ( 1,654 ) ( 713 ) Total comprehensive income $ 27,727 $ 23,762 $ 81,537 $ 47,729 See accompanying notes to consolidated financial statements. 4 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Cash Flows (In thousands) Twenty-six Weeks Ended June 29, 2024 July 1, 2023 Cash flows from operating activities: Net income $ 83,191 $ 48,442 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 57,510 37,675 Noncash lease expense 15,161 15,295 Gain on marketable equity securities ( 795 ) ( 199 ) Gain on disposal of property and equipment ( 290 ) ( 1,519 ) Amortization of debt issuance costs 482 378 Stock-based compensation 769 251 Provision for credit losses 1,644 4,116 Deferred income taxes 18,687 — Change in assets and liabilities: Trade and other accounts receivable ( 5,683 ) 29,518 Contract assets, prepaid expenses and other assets ( 136,791 ) ( 4,509 ) Principal reduction in operating lease liabilities ( 15,591 ) ( 15,117 ) Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities 31,415 ( 10,484 ) Due to/from affiliates, net ( 410 ) 5,484 Other long-term liabilities ( 2,868 ) ( 4,369 ) Net cash provided by operating activities 46,431 104,962 Cash flows from investing activities: Capital expenditures ( 145,712 ) ( 79,842 ) Proceeds from the sale of property and equipment 1,114 2,540 Proceeds from the sale of marketable securities — 92 Net cash used in investing activities ( 144,598 ) ( 77,210 ) Cash flows from financing activities: Proceeds from borrowing - revolving debt 257,655 — Repayments of debt - revolving debt ( 211,592 ) — Proceeds from borrowing - term debt 114,977 33,738 Repayments of debt - term debt ( 59,646 ) ( 34,573 ) Dividends paid ( 5,526 ) ( 5,520 ) Purchases of treasury stock ( 83 ) — Net cash provided by (used in) financing activities 95,785 ( 6,355 ) Effect of exchange rate changes on cash and cash equivalents ( 2,643 ) ( 3,564 ) Net (decrease) increase in cash ( 5,025 ) 17,833 Cash and cash equivalents – beginning of period 12,511 47,181 Cash and cash equivalents – end of period $ 7,486 $ 65,014 Supplemental cash flow information: Cash paid for interest $ 13,505 $ 11,018 Cash paid for income taxes $ 10,483 $ 19,511 See accompanying notes to consolidated financial statements. 5 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Shareholders’ Equity (In thousands, except per share data) Common stock Paid-in capital Treasury stock Retained earnings Accumulated other comprehensive income (loss) Total Balances – December 31, 2022 $ 30,997 $ 4,852 $ ( 96,706 ) $ 513,589 $ ( 5,802 ) $ 446,930 Net income — — — 24,876 — 24,876 Comprehensive income (loss) — — — — ( 909 ) ( 909 ) Dividends ($ 0.105 per share) — — — ( 2,759 ) — ( 2,759 ) Stock based compensation 6 155 — — — 161 Balances – April 1, 2023 $ 31,003 $ 5,007 $ ( 96,706 ) $ 535,706 $ ( 6,711 ) $ 468,299 Net income — — — 23,566 — 23,566 Comprehensive income (loss) — — — — 196 196 Dividends ($ 0.105 per share) — — — ( 2,761 ) — ( 2,761 ) Stock based compensation 3 87 — — — 90 Balances - July 1, 2023 $ 31,006 $ 5,094 $ ( 96,706 ) $ 556,511 $ ( 6,515 ) $ 489,390 Balances – December 31, 2023 $ 31,008 $ 5,103 $ ( 96,840 ) $ 595,450 $ ( 2,523 ) $ 532,198 Net income — — — 52,457 — 52,457 Comprehensive income (loss) — — — — 1,353 1,353 Dividends ($ 0.105 per share) — — — ( 2,762 ) — ( 2,762 ) Stock based compensation 33 667 — — — 700 Retirement of treasury stock ( 4,723 ) ( 831 ) 96,840 ( 91,286 ) — — Balances – March 30, 2024 $ 26,318 $ 4,939 $ — $ 553,859 $ ( 1,170 ) $ 583,946 Net income — — — 30,734 — 30,734 Comprehensive income (loss) — — — — ( 3,007 ) ( 3,007 ) Dividends ($ 0.105 per share) — — — ( 2,764 ) — ( 2,764 ) Stock based compensation 1 68 — — — 69 Purchases of treasury stock — — ( 83 ) — — ( 83 ) Balances - June 29, 2024 $ 26,319 $ 5,007 $ ( 83 ) $ 581,829 $ ( 4,177 ) $ 608,895 See accompanying notes to consolidated financial statements. 6 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements (1) Basis of Presentation The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly-owned subsidiaries (“Universal”) have been prepared by the Company’s management. In these notes, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries. 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, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates. Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks. The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended June 29, 2024. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported. In June 2024, the Company revised the estimated useful life and salvage values of certain equipment. The change resulted in additional depreciation expense of $ 11.3 million recorded during the quarter ended June 29, 2024 ($ 8.5 million net of tax, or $ 0.32 per basic and diluted share). In January 2024, the Company’s value-added business began performing specialty project development services for certain customers. Contract assets represent amounts for which the Company has recognized revenue in excess of billings pursuant to the revenue recognition guidance. As of June 29, 2024 and December 31, 2023, contract assets associated with certain contracts with customers recognized over time are included as contract assets in the Company’s consolidated balance sheets. Contract assets associated with other contracts with customers were reclassified from prepaid expenses and other on the consolidated balance sheets to contract assets. During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment. In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present. After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was appropriate and was adjusted during the period. The change resulted in additional amortization expense of $ 2.2 million ($ 1.7 million net of tax, or $ 0.06 per basic and diluted share) recorded during each of the quarters ended March 30, 2024 and June 29, 2024. Current Economic Conditions The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase. (2) Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 31, 2024, using a prospective approach. Early adoption and retrospective application are permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. 7 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (3) Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers. The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income. Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. To complement our available capacity, we provide customers with freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full-service domestic and international freight forwarding and customs brokerage. Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer. Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area. Transportation services are short-term in nature; agreements governing their provision generally have a term of one year or less. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service. We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. For the majority of our programs, we have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they typically do not include financing components. Beginning in 2024, value-added services also includes specialty project development services for customers. The specialty project development service is generally accounted for as a single unit of account (i.e., as a single performance obligation). Revenue is recognized over time as the Company continuously transfers control of the project to the customer. Because we transfer control of the project over time, we recognize revenue to the extent of our progress towards completion of our performance obligations. We generally use the cost-to-cost method for these contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the applicable performance obligation. Incurred cost represents work performed, which corresponds with and thereby best represents the transfer of control to the customer. Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred. Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we include them in operating supplies and expenses on the consolidated statements of income. Due to the nature of the work we are required to perform under these types of contracts, estimating total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. 8 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (3) Revenue Recognition - continued The following table provides information related to contract balances associated with our contracts with customers (in thousands): June 29, 2024 December 31, 2023 Contract assets $ 18,237 $ 729 Contract assets, net of current portion 123,943 — Total $ 142,180 $ 729 We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. As it relates to our specialty development project, we will receive payments in 120 equal monthly installments commencing the month following substantial completion of the project. Contract assets in the table above generally relates to revenue recognized in excess of billings for its specialty development project, as well as revenue in-transit at the end of the reporting period. (4) Marketable Securities Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 7. The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands): June 29, 2024 December 31, 2023 Fair value $ 11,566 $ 10,772 Cost basis 7,316 7,316 Unrealized gain $ 4,250 $ 3,456 The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands): June 29, 2024 December 31, 2023 Gross unrealized gains $ 4,878 $ 4,124 Gross unrealized losses ( 628 ) ( 668 ) Net unrealized gains $ 4,250 $ 3,456 The following table shows the Company’s net realized gains and losses on marketable equity securities (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Realized gain Sale proceeds $ — $ 92 $ — $ 92 Cost basis of securities sold — 1 — 1 Realized gain $ — $ 91 $ — $ 91 Realized gain, net of taxes $ — $ 68 $ — $ 68 The Company did no t sell marketable equity securities during the thirteen-week or twenty-six week periods ended June 29, 2024. During the thirteen-week and twenty-six week periods ended June 29, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $( 195,000 ) and $ 795,000 , respectively, which was reported in other non-operating income (expense) for the period. During the thirteen-week and twenty-six week periods ended July 1, 2023, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 121,000 and $ 108,000 , respectively, which was reported in other non-operating income (expense) for the period. 9 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (5) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following (in thousands): June 29, 2024 December 31, 2023 Accrued payroll $ 19,329 $ 18,047 Accrued payroll taxes 4,114 3,149 Accrued contract costs 15,311 — Driver escrow liabilities 2,825 3,275 Legal settlements and claims 2,900 4,050 Commissions, other taxes and other 16,779 14,541 Total $ 61,258 $ 43,062 (6) Debt Debt is comprised of the following (in thousands): Interest Rates at June 29, 2024 June 29, 2024 December 31, 2023 Outstanding Debt: Revolving Credit Facility (1) (2) 6.94 % $ 62,997 $ 21,934 UACL Credit Agreement (2) Term Loan 7.19 % 54,000 69,000 Revolver 7.19 % 5,000 — Equipment Financing (3) 2.25 % to 7.31 % 234,940 156,341 Real Estate Facility (4) 7.46 % 130,902 139,170 Margin Facility (5) 6.44 % — — Unamortized debt issuance costs ( 4,038 ) ( 4,521 ) 483,801 381,924 Less current portion of long-term debt 79,850 70,689 Total long-term debt, net of current portion $ 403,951 $ 311,235 (1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $ 400 million. We may borrow under the Revolving Credit Facility until maturity on September 30, 2027 , and this indebtedness bears interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the Company’s leverage ratio. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At June 29, 2024, we were in compliance with all covenants under the facility, and $ 337.0 million was available for borrowing on the revolver. (2) Our UACL Credit Agreement provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver. The term loan matures on September 30, 2027 and is repaid in consecutive quarterly installments. The remaining term loan balance is due at maturity. We may borrow under the revolving credit facility until maturity on September 30, 2027 . Borrowings bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the borrowers’ leverage ratio. The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At June 29, 2024, we were in compliance with all covenants under the facility, and $ 5.0 million was available for borrowing on the revolver. (3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %. 10 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (6) Debt – continued (4) Our Real Estate Facility consists of a $ 165.4 million term loan, and the facility matures on April 29, 2032 . Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10 %. The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %. At June 29, 2024, we were in compliance with all covenants under the facility. (5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10 %. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At June 29, 2024, the maximum available borrowings under the line of credit were $ 5.8 million. The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88 %. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 78.3 million. At June 29, 2024, the fair value of the swap agreement was an asset of $ 2.5 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 7 for additional information pertaining to interest rate swaps. (7) Fair Value Measurements and Disclosures FASB ASC Topic 820, “ Fair Value Measurements and Disclosures, ” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements. FASB ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. 11 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (7) Fair Value Measurements and Disclosures – continued We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): June 29, 2024 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 10 $ — $ — $ 10 Marketable securities 11,566 — — 11,566 Interest rate swap — 2,540 — 2,540 Total $ 11,576 $ 2,540 $ — $ 14,116 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 168 $ — $ — $ 168 Marketable securities 10,772 — — 10,772 Interest rate swap — 1,807 — 1,807 Total $ 10,940 $ 1,807 $ — $ 12,747 The valuation techniques used to measure fair value for the items in the tables above are as follows: • Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets. • Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swap – The fair value of our interest rate swap is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize these borrowings as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at June 29, 2024 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 234,940 $ 232,763 We have not elected the fair value option for any of our financial instruments. 12 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (8) Leases As of June 29, 2024, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of June 29, 2024, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. The following table summarizes our lease costs for the thirteen weeks and twenty-six weeks ended June 29, 2024 and July 1, 2023 (in thousands): Thirteen Weeks Ended June 29, 2024 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,679 $ 6,360 $ 9,039 Short-term lease cost 72 2,628 2,700 Variable lease cost 239 1,069 1,308 Total lease cost $ 2,990 $ 10,057 $ 13,047 Thirteen Weeks Ended July 1, 2023 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,368 $ 6,836 $ 9,204 Short-term lease cost 19 4,921 4,940 Variable lease cost 223 834 1,057 Total lease cost $ 2,610 $ 12,591 $ 15,201 13 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (8) Leases – continued Twenty-six Weeks Ended June 29, 2024 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 5,104 $ 12,735 $ 17,839 Short-term lease cost 89 5,363 5,452 Variable lease cost 481 2,276 2,757 Total lease cost $ 5,674 $ 20,374 $ 26,048 Twenty-six Weeks Ended July 1, 2023 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 4,779 $ 13,455 $ 18,234 Short-term lease cost 26 8,950 8,976 Variable lease cost 422 1,433 1,855 Total lease cost $ 5,227 $ 23,838 $ 29,065 The following table summarizes other lease related information as of and for the twenty-six week periods ended June 29, 2024 and July 1, 2023 (in thousands): June 29, 2024 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 5,122 $ 13,107 $ 18,229 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,916 $ 2,519 $ 6,435 Weighted-average remaining lease term (in years) 3.8 2.8 3.2 Weighted-average discount rate 7.7 % 5.6 % 6.3 % July 1, 2023 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 4,706 $ 13,315 $ 18,021 Right-of-use assets obtained in exchange for new operating lease liabilities $ 145 $ 13,897 $ 14,042 Right-of-use assets change due to lease termination $ ( 64 ) $ ( 66 ) $ ( 130 ) Weighted-average remaining lease term (in years) 4.6 3.6 3.9 Weighted-average discount rate 7.3 % 5.3 % 5.9 % 14 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (8) Leases – continued Future minimum lease payments under these operating leases as of June 29, 2024, are as follows (in thousands): With Affiliates With Third Parties Total 2024 (remaining) $ 4,885 $ 13,083 $ 17,968 2025 8,121 21,848 29,969 2026 5,534 17,895 23,429 2027 4,430 8,670 13,100 2028 4,246 1,333 5,579 Thereafter 3,206 — 3,206 Total required lease payments $ 30,422 $ 62,829 $ 93,251 Less amounts representing interest ( 9,746 ) Present value of lease liabilities $ 83,505 (9) Transactions with Affiliates Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board of Directors. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board of Directors, is special trustee of these trusts with voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services, and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax, and IT infrastructure services. The Audit Committee of our Board of Directors reviews and approves related party transactions. The cost of these services is based on the actual or estimated utilization of the specific service. We also purchase other services from our affiliates. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended June 29, 2024 and July 1, 2023, respectively (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Insurance $ 20,567 $ 18,872 $ 41,989 $ 39,127 Real estate rent and related costs 6,371 3,271 9,879 6,538 Administrative support services 3,001 624 4,867 2,228 Truck fuel, maintenance and other operating costs 3,885 1,856 8,226 3,794 Contracted transportation services 40 58 75 171 Total $ 33,864 $ 24,681 $ 65,036 $ 51,858 We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. We lease 28 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements that are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 8, “Leases” for further information regarding the cost of leased properties. We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling shareholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At June 29, 2024 and December 31, 2023, there were $ 17.5 million and $ 14.3 million, respectively, included in each of these accounts for insured claims. 15 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (9) Transactions with Affiliates – continued Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At June 29, 2024 and December 31, 2023, amounts due to affiliates were $ 20.4 million and $ 20.7 million, respectively. During the twenty-six weeks ended June 29, 2024, we purchased trailers from an affiliate totaling $ 3.1 million. During the twenty-six weeks ended July 1, 2023, we purchased used tractors from an affiliate totaling $ 6.3 million. In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for $ 8.3 million. The purchase price was established by an independent, third-party appraisal. The Company made an initial deposit of $ 0.2 million in 2022, and paid the balance at closing in the first quarter of 2023. Services provided by Universal to Affiliates We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. We may also lease facilities to our affiliates on an as-needed basis. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to affiliates for the thirteen weeks and twenty-six weeks ended June 29, 2024 and July 1, 2023 (in thousands): Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Contracted transportation services $ 168 $ 1,766 $ 398 $ 1,868 Facilities and related support 430 60 1,090 120 Total $ 598 $ 1,826 $ 1,488 $ 1,988 At June 29, 2024 and December 31, 2023, amounts due from affiliates were $ 0.8 million and $ 0.7 million, respectively. (10) Stock Based Compensation In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $ 45.22 per share, based on the closing price of our stock on the grant date, and vested immediately. In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief Executive Officer and 5,223 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 31.96 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their continued employment with us. In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors. These restricted stock awards have a fair value of $ 25.42 per share, based on the closing price of our stock on the grant date, and vested immediately. In March 2023, we granted 34,611 shares of restricted stock under our equity plan to certain employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 27.59 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their continued employment with us. In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees. This restricted stock award has a fair value of $ 20.46 per share, based on the closing price of our stock on the grant date. The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us. In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer. This restricted stock award has a fair value of $ 17.74 per share, based on the closing price of our stock on the grant date. The shares vested on February 20, 2024. In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer. This restricted stock award has a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. 16 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (10) Stock Based Compensation – continued The following table summarizes the status of our non-vested shares and related information for the period indicated: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2024 100,458 $ 21.76 Granted 22,650 $ 32.86 Vested ( 35,060 ) $ 21.96 Forfeited — $ — Balance at June 29, 2024 88,048 $ 24.54 In the twenty-six week periods ended June 29, 2024 and July 1, 2023, the total grant date fair value of vested shares recognized as compensation costs was $ 0.8 million and $ 0.3 million, respectively. Included in compensation cost during both the twenty-six week periods ended June 29, 2024 and July 1, 2023 was approximately $ 0.1 million recognized as a result of the grants of shares of stock to non-employee directors. As of June 29, 2024, there was approximately $ 2.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize stock-based compensation expense of $ 0.4 million in 2025, $ 0.8 million in 2026, $ 0.6 million in 2027, and $ 0.4 million in 2028. (11) Earnings Per Share Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the thirteen weeks and twenty-six weeks ended June 29, 2024, there were 34,962 and 28,789 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the thirteen weeks and twenty-six weeks ended July 1, 2023, 21,634 and 27,954 weighted average non-vested shares of restricted stock, respectively, were included in the denominator for the calculation of diluted earnings per share. No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive during the thirteen weeks or twenty-six weeks ended June 29, 2024 or July 1, 2023. (12) Dividends On April 25, 2024 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on July 1, 2024 to shareholders of record at the close of business on June 3, 2024 . Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. 17 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (13) Segment Reporting We report our financial results in four distinct reportable segments: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria. Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated primarily by our agents using a mix of owner-operators, company equipment and broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker. The following tables summarize information about our reportable segments for the thirteen week and twenty-six week periods ended June 29, 2024 and July 1, 2023 (in thousands): Operating Revenues Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Contract logistics $ 263,558 $ 208,802 $ 577,106 $ 420,098 Intermodal 78,069 91,585 154,784 202,611 Trucking 91,440 81,243 161,095 160,958 Company-managed brokerage 28,142 29,595 59,142 63,551 Other 955 1,347 1,943 2,750 Total operating revenues $ 462,164 $ 412,572 $ 954,070 $ 849,968 Eliminated Inter-segment Revenues Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Contract logistics $ 46 $ 136 $ 118 $ 436 Intermodal 636 844 1,073 1,809 Trucking 84 198 139 339 Company-managed brokerage 153 932 647 1,838 Total eliminated inter-segment revenues $ 919 $ 2,110 $ 1,977 $ 4,422 Income from Operations Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Contract logistics $ 52,901 $ 32,789 $ 134,367 $ 60,570 Intermodal ( 8,301 ) ( 246 ) ( 16,347 ) 6,565 Trucking 4,384 4,423 8,053 8,212 Company-managed brokerage ( 2,237 ) ( 786 ) ( 4,725 ) ( 1,160 ) Other 356 215 846 404 Total income from operations $ 47,103 $ 36,395 $ 122,194 $ 74,591 18 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (14) Treasury Stock During the first quarter of 2024, we retired 4,722,877 shares of our treasury stock. Upon retirement of the treasury shares, we allocated the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital was determined by applying the average paid-in capital per share, and the remaining portion was recorded to retained earnings. There was no effect on the Company’s overall equity position due to the retirement of treasury shares. The Company accounts for treasury stock using the cost method. As of June 29, 2024, 1,957 shares were held in treasury at an aggregate cost of approximately $ 0.1 million. (15) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. We are involved in certain other claims and pending litigation arising in the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in our opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. At June 29, 2024, approximately 34 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, 37 % of which are subject to contracts that expire in 2024. (16) Subsequent Events On July 25, 2024 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on October 1, 2024 to shareholders of record at the close of business on September 2, 2024 . Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. 19