What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 176 added, 91 removed, 491 unchanged (35% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 28,

Current assets:

40 unchanged sentences

Retained earnings

Accumulated other comprehensive (loss):

Accumulated other comprehensive income (loss):

Interest rate swaps, net of income taxes of $ 161 and $ 457 , respectively

7 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Operating revenues:

14 unchanged sentences

Depreciation and amortization

Impairment expense

Total operating expenses

13 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Other comprehensive income (loss):

8 unchanged sentences

(In thousands)

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

Cash flows from operating activities:

2 unchanged sentences

Noncash lease expense

Impairment expense

Gain on marketable equity securities

Gain on disposal of property and equipment

Loss (gain) on disposal of property and equipment

Amortization of debt issuance costs

15 unchanged sentences

Proceeds from the sale of marketable securities

Acquisition of business

Net cash used in investing activities

5 unchanged sentences

Dividends paid

Capitalized financing costs

Purchases of treasury stock

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash

Net decrease in cash

Cash and cash equivalents – beginning of period

18 unchanged sentences

Balances - July 1, 2023

Comprehensive income (loss)

Purchases of treasury stock

Dividends ($ 0.105 per share)

Stock based compensation

Balances – September 30, 2023

Balances – December 31, 2023

9 unchanged sentences

Balances - June 29, 2024

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Balances – September 28, 2024

See accompanying notes to consolidated financial statements.

12 unchanged sentences

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 August 2024, the Company closed its company-managed brokerage operations in Nashville, TN.

In connection with the closure, the Company recorded pre-tax losses of approximately $ 8.6 million ($ 6.4 million net of tax, or $ 0.24 per basic and diluted share) during the quarter ended September 28, 2024, including $ 2.8 million of non-cash impairment charges.

During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage 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, and recorded an additional goodwill impairment charge of $ 0.9 million during the quarter ended September 28, 2024.

Total goodwill impairment charges recorded during the third quarter of 2024 were $ 3.5 million ($ 2.6 million net of tax, or $ 0.10 per basic and diluted share).

In June 2024, the Company revised the estimated useful life and salvage values of certain equipment.

2 unchanged sentences

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.

As of September 28, 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 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

2 unchanged sentences

Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(2) Recent Accounting Pronouncements

9 unchanged sentences

We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition

5 unchanged sentences

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.

To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to move freight.

Intermodal services include rail-truck, steamship-truck and support services.

13 unchanged sentences

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.

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.

Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition - continued

Beginning in 2024, value-added services also includes specialty project development services for customers.

8 unchanged sentences

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.

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):

September 28,

Contract assets

7 unchanged sentences

The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands):

September 28,

Unrealized gain

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):

September 28,

Gross unrealized gains

1 unchanged sentence

Net unrealized gains

The following table shows the Company’s net realized gains and losses on marketable equity securities (in thousands):

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(4) Marketable Securities – continued

The following table shows the Company's net realized gains (losses) on marketable equity securities (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Realized gain

3 unchanged sentences

Realized gain, net of taxes

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.

During the thirteen-week and thirty-nine week periods ended September 28, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 139,000 and $ 934,000 , respectively, which was reported in other non-operating income for the period.

During the thirteen-week and thirty-nine week periods ended September 30, 2023, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 410,000 and $ 518,000 , respectively, which was reported in other non-operating income for the period.

(5) Acquisitions

On September 13, 2024 , the Company acquired certain assets of East Texas Heavy Haul, Inc.

(“ETHH”), through a limited asset purchase agreement.

We expect the acquisition of ETHH to strategically enhance our specialized heavy-haul wind transportation business and provide for a direct relationship with ETHH’s customer base.

The total cash purchase price was $ 10.0 million.

The Company used available cash and borrowings on its revolving credit facility to finance the acquisition.

Approximately $ 0.1 million of transaction related costs were incurred in the acquisition.

The Company accounted for the acquisition in accordance with ASC 805 “Business Combinations.” We recorded the assets acquired at their estimated fair value as of September 13, 2024.

The pro forma effect of this acquisition has been omitted, as the effect is immaterial to the Company’s consolidated results of operations, financial position and cash flows.

These values are based, in part, upon preliminary appraisals for certain assets and are subject to change when additional information concerning final asset values is obtained.

The final purchase price allocations may result in adjustments to certain assets, including the residual amount allocated to goodwill, which would be deductible for income tax purposes.

The preliminary allocation of the purchase price is as follows (in thousands):

Property and equipment

Intangible assets

The intangible assets acquired represent non-competition agreements that are being amortized over a period of seven years .

The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

The changes in the carrying amount of goodwill during the thirty-nine weeks ended September 28, 2024 are as follows (in thousands):

Balance as of January 1, 2024

Goodwill impairment

Balance as of September 28, 2024

As described in Note 1, “Basis of Presentation”, we recorded aggregate impairment charges of $ 3.5 million during the thirteen weeks ended September 28, 2024 related to reporting units within our former company-managed brokerage segment.

At both September 28, 2024 and December 31, 2023, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment and $ 9.8 million in our trucking segment, respectively.

At September 28, 2024 and December 31, 2023, $ 0 and $ 3.5 million of goodwill was recorded in our former company-managed brokerage segment, respectively.

(7) Accrued Expenses and Other Current Liabilities

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

September 28,

Accrued payroll

Accrued payroll taxes

Accrued contract costs

Driver escrow liabilities

3 unchanged sentences

Interest Rates

at June 29, 2024

at September 28, 2024

September 28,

Outstanding Debt:

12 unchanged sentences

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.

At September 28, 2024, we were in compliance with all covenants under the facility, and $ 291.0 million was available for borrowing on the revolver.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Debt – continued

(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.

5 unchanged sentences

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.

At September 28, 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 %.

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 .

2 unchanged sentences

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.

At September 28, 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.

1 unchanged sentence

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.

At September 28, 2024, the maximum available borrowings under the line of credit were $ 5.9 million.

The Company is also party to an interest rate swap agreement that qualifies for hedge accounting.

2 unchanged sentences

The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 75.8 million.

At June 29, 2024, the fair value of the swap agreement was an asset of $ 2.5 million.

At September 28, 2024, the fair value of the swap agreement was an asset of $ 0.6 million.

Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax.

15 unchanged sentences

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):

September 28,

Fair Value Measurement

18 unchanged sentences

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:

The carrying value and estimated fair value of these promissory notes at September 28, 2024 is summarized as follows (in thousands):

Carrying Value

4 unchanged sentences

Notes to Unaudited Consolidated Financial Statements - Continued

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.

As of September 28, 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.

3 unchanged sentences

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.

As of September 28, 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.

2 unchanged sentences

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

The following table summarizes our lease costs for the thirteen weeks and thirty-nine weeks ended September 28, 2024 and September 30, 2023 (in thousands):

Thirteen Weeks Ended September 28, 2024

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

Thirteen Weeks Ended July 1, 2023

Thirteen Weeks Ended September 30, 2023

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

2 unchanged sentences

(10) Leases – continued

Twenty-six Weeks Ended June 29, 2024

Thirty-nine Weeks Ended September 29, 2024

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

Twenty-six Weeks Ended July 1, 2023

Thirty-nine Weeks Ended September 30, 2023

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

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

The following table summarizes other lease related information as of and for the thirty-nine week periods ended September 28, 2024 and September 30, 2023 (in thousands):

September 28, 2024

Other information

3 unchanged sentences

Weighted-average discount rate

September 30, 2023

Other information

7 unchanged sentences

(10) Leases – continued

Future minimum lease payments under these operating leases as of June 29, 2024, are as follows (in thousands):

Future minimum lease payments under these operating leases as of September 28, 2024, are as follows (in thousands):

With Affiliates

15 unchanged sentences

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):

The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and thirty-nine weeks ended September 28, 2024 and September 30, 2023, respectively (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Real estate rent and related costs

11 unchanged sentences

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.

At September 28, 2024 and December 31, 2023, there were $ 17.7 million and $ 14.3 million, respectively, included in each of these accounts for insured claims.

UNIVERSAL LOGISTICS HOLDINGS, INC.

2 unchanged sentences

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.

At September 28, 2024 and December 31, 2023, amounts due to affiliates were $ 18.5 million and $ 20.7 million, respectively.

During the thirty-nine weeks ended September 28, 2024, we purchased trailers from an affiliate totaling $ 3.1 million.

During the thirty-nine weeks ended September 30, 2023, we purchased used tractors from an affiliate totaling $ 6.3 million.

During the thirty-nine weeks ended September 30, 2023, we contracted with an affiliate to provide real property improvements for us totaling $ 1.9 million.

There were no such purchases made during the thirty-nine weeks ended September 28, 2024.

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.

2 unchanged sentences

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.

We periodically assist companies that are owned by our controlling shareholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders.

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):

Following is a schedule of services provided to affiliates for the thirteen weeks and thirty-nine weeks ended September 28, 2024 and September 30, 2023 (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contracted transportation services

Facilities and related support

At June 29, 2024 and December 31, 2023, amounts due from affiliates were $ 0.8 million and $ 0.7 million, respectively.

At September 28, 2024 and December 31, 2023, amounts due from affiliates were $ 1.3 million and $ 0.7 million, respectively.

(12) Stock Based Compensation

12 unchanged sentences

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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(12) Stock Based Compensation – continued

In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer.

5 unchanged sentences

A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.

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:

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

Average Grant

1 unchanged sentence

Non-vested at January 1, 2024

Balance at June 29, 2024

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.

Balance at September 28, 2024

In the thirty-nine week periods ended September 28, 2024 and September 30, 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 thirty-nine week periods ended September 28, 2024 and September 30, 2023 was approximately $ 0.1 million recognized as a result shares of stock granted to non-employee directors.

As of September 28, 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.

3 unchanged sentences

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.

For the thirteen weeks and thirty-nine weeks ended September 28, 2024, there were 35,546 and 31,106 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 thirty-nine weeks ended September 30, 2023, we included 24,021 and 26,553 weighted average non-vested shares of restricted stock, respectively, 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 due to anti-dilution during the thirteen weeks or thirty-nine weeks ended September 28, 2024 or September 30, 2023.

(14) 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 .

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.

2 unchanged sentences

(15) 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.

During the third quarter of 2024, we changed the way we aggregate our business units and adopted a new segment reporting structure.

In connection with this change, the historical results of the terminated company-managed brokerage business is included in other non-reportable segments.

As a result, we now report our financial results in three distinct reportable segments:

contract logistics, intermodal and trucking, 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.

Operations aggregated in our contract logistics segment deliver value-added or dedicated transportation services to support in-bound logistics to industrial customers 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.

Other non-reportable segments are comprised of legacy company-managed brokerage operations and 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):

The following tables summarize information about our reportable segments for the thirteen week and thirty-nine week periods ended September 28, 2024 and September 30, 2023 (in thousands):

Operating Revenues

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contract logistics

Company-managed brokerage

Total operating revenues

1 unchanged sentence

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contract logistics

Company-managed brokerage

Total eliminated inter-segment revenues

1 unchanged sentence

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contract logistics

Company-managed brokerage

Total income from operations

1 unchanged sentence

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.

(16) 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.

The Company is involved in certain other claims and pending litigation arising from 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.

Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s 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.

At September 28, 2024, approximately 34 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, 29 % of which are subject to contracts that expire in 2024.

(17) Subsequent Events

On October 24, 2024 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on January 2, 2025 to shareholders of record at the close of business on December 2, 2024 .

On September 30, 2024, the Company acquired all of the outstanding shares of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd.

(collectively, “Parsec”).

Parsec is a provider of terminal management services to Class I, regional, and short-line railroads across North America.

The cash purchase price was $ 193.6 million, subject to customary post-closing adjustments.

Parsec is expected to operate within the Company's contract logistics segment.

The Company borrowed funds from its existing Revolving Credit Facility to finance the acquisition and is in the process of preparing the preliminary purchase accounting for this transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements