−Removed: ITEM 7:MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+Added: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Universal Logistics Holdings, Inc.
1 unchanged sentence
Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their global supply chains more efficiently.
−Removed: We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through company-managed facilities and full-service freight forwarding and customs house brokerage offices, and through a contract network of agents who solicit freight business directly from shippers.
+Added: We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through company-managed facilities, and through a contract network of agents who solicit freight business directly from shippers.
We operate, manage or provide services at 142 logistics locations in the United States, Mexico, Canada and Colombia and through our network of agents and owner-operators located throughout the United States and in Ontario, Canada.
−Removed: Thirty-eight of our value-added service operations are located inside customer plants or distribution operations;
+Added: Fifty-four of our value-added service operations are located inside customer plants or distribution operations;
the other facilities are generally located close to our customers’ plants to optimize the efficiency of their component supply chains and production processes.
−Removed: Our facilities and services are often directly integrated into the production processes of our customers and represent a critical piece of their supply chains.
+Added: Our facilities and services are often directly integrated into the production processes of our customers and represent a critical part of their supply chains.
To support our flexible business model, we generally coordinate the duration of real estate leases associated with our value-added services with the end date of the related customer contract associated with such facility, or use month-to-month leases, in order to mitigate exposure to unrecovered lease costs.
12 unchanged sentences
We also expect to continue to make strategic acquisitions of companies that complement our business model, as well as companies that derive a portion of their revenues from asset based operations.
−Removed: We report our financial results in four distinct reportable segments, contract logistics, intermodal, trucking, and company-managed brokerage.
−Removed: 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.
+Added: We report our financial results in three distinct reportable segments, contract logistics, intermodal, and trucking.
+Added: Operations aggregated in our contract logistics segment deliver value-added and/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 predominately coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers).
−Removed: Operations aggregated in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
−Removed: 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.
+Added: Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
Current Economic Conditions
13 unchanged sentences
We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management and storage and other related services.
−Removed: Operations in our intermodal, trucking and company-managed brokerage segments are associated with individual freight shipments coordinated by our agents and company-managed terminals.
+Added: Operations in our intermodal and trucking segments are associated with individual freight shipments coordinated by our agents and company-managed terminals.
In contrast, our contract logistics segment delivers value-added services and/or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer.
Our segments are further distinguished by the amount of forward visibility we have into pricing and volumes, and also by the extent to which we dedicate resources and company-owned equipment.
−Removed: Fees charged to customers by our full service international freight forwarding and customs house brokerage are based on the specific means of forwarding or delivering freight on a shipment-by-shipment basis.
Our truckload, intermodal and brokerage revenues are primarily influenced by fluctuations in freight volumes and shipping rates.
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Any changes in union agreements will affect our personnel and related benefits cost.
−Removed: The operations in the United States, Mexico and Canada that are subject to collective bargaining agreements have separate, individualized agreements with several different unions that represent employees in these operations.
+Added: The operations in the United States and Canada that are subject to collective bargaining agreements have separate, individualized agreements with several different unions that represent employees in these operations.
While there are some facilities with multiple unions, each collective bargaining agreement with each union covers a single facility for that union.
60 unchanged sentences
Depreciation and amortization
+Added: Impairment expense
Total operating expenses
5 unchanged sentences
Operating revenues .
−Removed: The decrease in operating revenues was primarily due to decreased rates and volumes in our transactional transportation-related services, which includes truckload, brokerage, and intermodal services.
−Removed: Operating revenues included separately identified fuel surcharges of $118.3 million in 2023, compared to $168.6 million in 2022.
−Removed: Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $58.1 million during 2023 compared to $123.6 million one year earlier.
+Added: The overall increase in operating revenues was primarily due to an increase in our contract logistics segment revenues.
+Added: This increase was partially offset by decreases in our transactional transportation-related services.
+Added: Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec.
+Added: Operating revenues included separately-identified fuel surcharges of $97.1 million in the year ended December 31, 2024, compared to $118.3 million in the year ended December 31, 2023.
+Added: Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024, compared to $58.1 million one year earlier.
Purchased transportation and equipment rent .
2 unchanged sentences
The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.
−Removed: In 2023, transactional transportation-related service revenues decreased 30.1% compared to the prior year.
+Added: In the year ended December 31, 2024, transactional transportation-related service revenues decreased 14.0% compared to the prior year.
Direct personnel and related benefits .
Trends in direct personnel and benefit costs are generally correlated with changes in operating facilities and headcount requirements and, therefore, fluctuate correspondingly with the level of demand for our staffing needs in our contract logistics segment, which includes value-added services and dedicated transportation, as well as the use of employee drivers in certain of our intermodal operations.
−Removed: The increase was due to the launch of new business wins and robust volumes experienced at our contract logistics operations during 2023.
+Added: The increase in the year ended December 31, 2024, was due to an increase in headcount in our contract logistics businesses primarily due to the acquisition of Parsec.
While generalizations about the impact of personnel and related benefits costs are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services.
1 unchanged sentence
Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand.
−Removed: The main element driving the change was a decrease in other operating expenses including professional fees and bad debt expense.
−Removed: This was partially offset by an increase in vehicle and other maintenance.
+Added: The main element driving the change was an increase in the expenses incurred in connection with the previously announced contract logistics specialty development project.
Commission expense .
−Removed: Commission expense decreased due to decreased revenue in our agency-based truckload business and decreased revenue from our intermodal agents.
+Added: Commission expense decreased due to decreased revenue in our agency-based truckload business.
Occupancy expense .
−Removed: The increase in occupancy expense was attributable to an increase in building rents and property taxes.
+Added: The decrease in occupancy expense was attributable to a decrease in building rents.
+Added: This was partially offset by an increase in property taxes.
General and administrative .
−Removed: The increase in general and administrative expense was primarily due to an increase in salaries and wages as well as professional fees.
+Added: The increase in general and administrative expense was primarily due to an increase in salaries, wages, benefits and bonuses.
Insurance and claims .
−Removed: The increase in insurance and claims expense was primarily due to a decrease in owner operator insurance deductions primarily related to the conversion of drivers in California to employees and an increase in auto liability insurance and claims expense.
−Removed: This was partially offset by a decrease in cargo claims.
−Removed: 2022 also included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims.
+Added: The decrease in insurance and claims expense was primarily due to a decrease in auto liability claims expense.
Depreciation and amortization .
−Removed: The increase in depreciation and amortization expense resulted from a $2.1 million increase in depreciation expense and was partially offset by a $1.7 million decrease in amortization expense.
−Removed: During 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million in 2022.
+Added: The increase in depreciation and amortization expense resulted from a $38.3 million increase in depreciation expense and an $8.8 million increase in amortization expense.
+Added: During the first half 2024, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $11.3 million during the period.
+Added: Impairment expense .
+Added: The increase in impairment expense primarily relates to the goodwill impairment charges resulting from the closure of our company-managed brokerage operations.
Interest expense, net .
−Removed: The increase in net interest expense reflects an increase in our outstanding borrowings as well as an increase in interest rates on our outstanding borrowings.
+Added: The increase in net interest expense reflects an increase in our outstanding borrowings.
As of December 31, 2024, our outstanding borrowings were $762.6 million compared to $386.4 million at December 31, 2023.
−Removed: Other non-operating income (expense) .
−Removed: Other non-operating income increased by $0.5 million in 2023 and included $0.2 million in realized gain on sales of marketable securities during the year.
+Added: Other non-operating income .
+Added: Other non-operating income decreased by $0.8 million in the year ended December 31, 2024 and included $0.8 million of pre-tax holding gain on marketable securities due to changes in fair value recognized in income.
Income tax expense .
−Removed: Our effective income tax rate was 25.3% in 2023 compared to 25.2% last year.
−Removed: The decrease in income taxes is primarily the result of a decrease in taxable income.
+Added: Our effective income tax rate was 25.2% in year ended December 31, 2024, compared to 25.3% in the year ended December 31, 2023.
+Added: The increase in income taxes is primarily the result of an increase in taxable income.
2023 Compared to 2022
19 unchanged sentences
Operating revenues .
−Removed: The increase in operating revenues was primarily due to robust volumes in our contract logistics segment and increased rates in our transactional transportation-related services, which includes truckload, brokerage, and intermodal services.
+Added: The decrease in operating revenues was primarily due to decreased rates and volumes in our transactional transportation-related services, which includes truckload, brokerage, and intermodal services.
Operating revenues included separately identified fuel surcharges of $118.3 million in 2023, compared to $168.6 million in 2022.
3 unchanged sentences
These fluctuations are generally correlated with changes in demand for transactional transportation-related services.
−Removed: The absolute increase in purchased transportation and equipment rental costs was primarily the result of an overall increase in transactional transportation-related services.
−Removed: In 2022, transactional transportation-related service revenues increased 14.2% compared to 2021.
+Added: The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.
+Added: In 2023, transactional transportation-related service revenues decreased 30.1% compared to the prior year.
Direct personnel and related benefits .
4 unchanged sentences
Operating supplies and expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand.
−Removed: The main elements driving the change were increases in fuel expense on company tractors, vehicle and other maintenance, and bad debt expense.
−Removed: These were partially offset by decreases in other operating expenses including professional fees and travel and entertainment expense.
−Removed: Other operating expenses included $5.8 million of previously disclosed legal matters in 2021.
+Added: The main element driving the change was a decrease in other operating expenses including professional fees and bad debt expense.
+Added: This was partially offset by an increase in vehicle and other maintenance.
Commission expense .
−Removed: Commission expense increased due to increased revenue from both our agency based truckload business and our intermodal agents.
+Added: Commission expense decreased due to decreased revenue in our agency-based truckload business and decreased revenue from our intermodal agents.
Occupancy expense .
1 unchanged sentence
General and administrative .
−Removed: The increase in general and administrative expense was primarily attributable to an increase in salaries, wages, and benefits.
+Added: The increase in general and administrative expense was primarily due to an increase in salaries and wages as well as professional fees.
Insurance and claims .
−Removed: The decrease in insurance and claims was attributable to decreases in auto liability insurance premiums and claims expense and in cargo and service failure claims.
−Removed: Our 2022 insurance and claims included a $3.0 million credit resulting from the favorable settlement of certain auto liability claims during the period.
−Removed: Included in insurance and claims expense in 2021 were $6.0 million related to previously disclosed items.
+Added: The increase in insurance and claims expense was primarily due to a decrease in owner operator insurance deductions primarily related to the conversion of drivers in California to employees and an increase in auto liability insurance and claims expense.
+Added: This was partially offset by a decrease in cargo claims.
+Added: 2022 also included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims.
Depreciation and amortization .
−Removed: The increase in depreciation and amortization expense resulted from an $8.6 million increase in depreciation expense and a $0.5 million increase in amortization expense.
−Removed: During 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million during the period.
+Added: The increase in depreciation and amortization expense resulted from a $2.1 million increase in depreciation expense and was partially offset by a $1.7 million decrease in amortization expense.
+Added: During 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million in 2022.
Interest expense, net .
−Removed: The increase in net interest expense reflects an increase in interest rates partially offset by a decrease in our outstanding borrowings.
−Removed: As of December 31, 2022, our outstanding borrowings totaled $382.9 million compared to $428.4 million at the same time in 2021.
−Removed: Other non-operating income .
−Removed: Other non-operating income for 2022 includes a $1.0 million pre-tax holding gain on marketable securities due to changes in fair value recognized in income.
−Removed: Other non-operating income for 2021 includes a $5.7 million pre-tax gain from a favorable legal settlement and a $1.5 million pre-tax holding gain on marketable securities due to changes in fair value recognized in income.
+Added: The increase in net interest expense reflects an increase in our outstanding borrowings as well as an increase in interest rates on our outstanding borrowings.
+Added: As of December 31, 2023, our outstanding borrowings were $386.4 million compared to $382.9 million at December 31, 2022.
+Added: Other non-operating income (expense) .
+Added: Other non-operating income increased by $0.5 million in 2023 and included $0.2 million in realized gain on sales of marketable securities during the year.
Income tax expense .
−Removed: Our effective tax rate was 25.2% in both 2022 and 2021.
−Removed: The increase in income taxes in 2022 is the result of an increase in taxable income.
+Added: Our effective income tax rate was 25.3% in 2023 compared to 25.2% in 2022.
+Added: The decrease in income taxes was primarily the result of a decrease in taxable income.
Segment Financial Results
−Removed: We report our financial results in four distinct reportable segments:
−Removed: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides.
+Added: We report our financial results in three distinct reportable segments:
+Added: 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.
2 unchanged sentences
Contract logistics
−Removed: Company-managed brokerage
Total operating revenues
1 unchanged sentence
Contract logistics
−Removed: Company-managed brokerage
Total income from operations
1 unchanged sentence
In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 36.2%.
+Added: Contract logistics segment revenues in 2024 included $228.0 million attributable to our specialty development project in Stanton, TN, which was completed during the year, and an additional $59.5 million from the fourth quarter acquisition of Parsec.
+Added: At the end of the fourth quarter 2024, we managed 90 value-added programs, including 20 new rail terminal operations compared to 71 in the prior year.
+Added: Included in contract logistics segment revenues for the year ended December 31, 2024, were $36.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $36.3 million in the same period last year.
+Added: Income from operations increased $91.3 million and operating margin, as a percentage of revenue was 19.4% for the year ended December 31, 2024, compared to 15.4% in the year ended December 31, 2023.
+Added: Operating revenues in the intermodal segment decreased 19.3% primarily due to a decrease in the average operating revenue per load and the number of loads hauled.
+Added: Included in intermodal segment revenues for the year ended December 31, 2024 were $40.7 million in separately identified fuel surcharges, compared to $56.5 million in the same period last year.
+Added: Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $34.1 million during the year ended December 31, 2024 compared to $58.1 million in the year ended December 31, 2023.
+Added: Load volumes declined 11.8%, while the average operating revenue per load, excluding fuel surcharges, fell 1.6% on a year-over-year basis.
+Added: As a percentage of revenue, operating margin in the intermodal segment for the year ended December 31, 2024 was (9.0)%, compared to 0.4% one year earlier.
+Added: In the trucking segment, operating revenues decreased 0.4% primarily due to a decrease in the number of loads hauled.
+Added: Trucking segment revenues included $101.3 million of brokerage services compared to $124.3 million during the same period last year.
+Added: Also included in our trucking segment revenues were $20.0 million in separately identified fuel surcharges during the year ended December 31, 2024 compared to $25.5 million in fuel surcharges in the year ended December 31, 2023.
+Added: On a year-over-year basis, load volumes declined 12.8%;
+Added: however, the average operating revenue per load, excluding fuel surcharges, increased 14.7%, supported by our specialty, heavy-haul wind business.
+Added: As a percentage of revenue, operating margin in the trucking segment for the year ended December 31, 2024, was 6.3% compared to 5.2% during the same period last year.
+Added: 2023 Compared to 2022
+Added: In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 0.7%.
At the end of 2023, we managed 71 value-added programs compared to 63 at the end of 2022.
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As a percentage of revenue, operating margin in the trucking segment for 2023 was 5.2% compared to 7.0% last year.
−Removed: Operating revenues in the company-managed brokerage segment decreased 40.3% primarily due to decreases in the average operating revenue per load and in the number of loads moved.
−Removed: On a year-over-year basis, average operating revenue per load and load volumes in the company-managed brokerage segment decreased 21.0% and 16.9%, respectively.
−Removed: As a percentage of revenue, operating margin for 2023 was (1.9)% compared to 5.0% during the same period last year.
−Removed: 2022 Compared to 2021
−Removed: In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 31.4% due to robust volumes.
−Removed: At the end of 2022, Universal managed 63 value-added programs, unchanged from the prior year period.
−Removed: Included in our contract logistics segment revenues for 2022 were $41.7 million in separately identified fuel surcharges from dedicated transportation services, compared to $21.2 million in 2021.
−Removed: Income from operations increased $73.6 million and operating margin, as a percentage of revenue was 14.4% for 2022, compared to 7.1% in 2021.
−Removed: Included in 2021 were also $18.9 million of losses incurred in connection with previously disclosed contract logistics program launches.
−Removed: Operating revenues in the intermodal segment increased 25.1% primarily due to an increase in the average revenue per load, excluding fuel surcharges.
−Removed: Included in intermodal segment revenues for 2022 were $92.3 million in separately identified fuel surcharges, compared to $51.2 million in 2021.
−Removed: Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $123.6 million during 2022 compared to $84.9 million one year earlier.
−Removed: The average operating revenue per load, excluding fuel surcharges, increased 34.5% while load volumes fell 16.9% on a year-over-year basis.
−Removed: As a percentage of revenue, operating margin in the intermodal segment for 2022 was 14.1%, compared to 6.4% one year earlier.
−Removed: In the trucking segment, operating revenues decreased 2.6% due to a decrease in the number of loads hauled.
−Removed: Trucking segment revenues included $168.3 million of brokerage services compared to $159.0 million during the same period in the prior year.
−Removed: Also included in our trucking segment revenues were $34.7 million in separately identified fuel surcharges during 2022 compared to $24.4 million in fuel surcharges in 2021.
−Removed: Trucking segment results also included $6.0 million in previously disclosed pre-tax charges in 2021.
−Removed: On a year-over-year basis, the average operating revenue per load, excluding fuel surcharges, increased 33.3% while load volumes declined 30.7%.
−Removed: As a percentage of revenue, operating margin in the trucking segment for 2022 was 7.0% compared to 4.9% for 2021.
−Removed: Operating revenues in the company-managed brokerage segment decreased 17.4% primarily due to a decrease in the number of loads moved.
−Removed: On a year-over-year basis, load volumes in the company-managed brokerage segment decreased 25.8% while average operating revenue per load increased 2.6%.
−Removed: As a percentage of revenue, operating margin for 2022 was 5.0% compared to 2.9% for 2021.
Liquidity and Capital Resources
−Removed: Our primary sources of liquidity are funds generated by operations, loans and extensions of credit under our credit facilities, on margin against our marketable securities and from installment notes, and proceeds from the sales of marketable securities.
−Removed: We use secured asset lending to fund a substantial portion of purchases of tractors, trailers and material handling equipment.
−Removed: We employ a flexible operating strategy which we believe lowers our capital expenditure requirements.
−Removed: In general, our facilities used in our value-added services are leased on terms that are either substantially matched to our customer’s contracts, are month-to-month or are provided to us by our customers.
−Removed: We also utilize owner-operators and third-party carriers to provide a significant portion of our transportation and specialized services.
−Removed: A significant portion of the tractors and trailers used in our business are provided by our owner-operators.
−Removed: In addition, our use of agents reduces our overall need for large terminals.
−Removed: As a result, our capital expenditure requirements are limited in comparison to most large transportation and logistics service providers, which maintain significant properties and sizable fleets of owned tractors and trailers.
−Removed: In 2023, our capital expenditures totaled $240.6 million.
−Removed: These expenditures primarily consisted of transportation equipment, investments in support of our value-added service operations, and the expansion of our terminal network including the $80.0 million purchase of a terminal in Compton, Los Angeles County, California.
−Removed: Our flexible business model depends somewhat on the customized solutions we implement for specific customers.
−Removed: As a result, our capital expenditures will depend on specific new contracts and the overall age and condition of our owned transportation equipment.
−Removed: Due to shortages, production backlogs, and limited availability of transportation equipment in recent years, as well as the acquisition of strategic real estate and customer specific programs, our expenditures are somewhat higher than the customary range of 4% to 5% of our operating revenues.
−Removed: In 2024, we expect our capital expenditures to be in the range of $480 million to $500 million.
−Removed: We expect to make these capital expenditures for the acquisition of transportation equipment, to support new and existing value-added service operations, to expand our owned terminal network, and for improvements to our existing terminal yard and container facilities.
−Removed: We have a cash dividend policy that anticipates a regular dividend of $0.42 per share of common stock, payable in quarterly increments of $0.105 per share of common stock.
−Removed: After considering the regular quarterly dividends made during the year, the Board of Directors also evaluates the potential declaration of an annual special dividend payable in the first quarter of each year.
−Removed: The Board of Directors did not declare a special dividend in the first quarter of 2024.
−Removed: During the year ended December 31, 2023, we paid a total of $0.42 per common share, or $11.0 million.
−Removed: Future dividend policy and the payment of dividends, if any, will be determined by the Board of Directors in light of circumstances then existing, including our earnings, financial condition and other factors deemed relevant by the Board of Directors.
−Removed: We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources.
−Removed: The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions.
−Removed: If such additional borrowing, lease financing, or equity capital is not available at the time we need it, then we may need to borrow more under the Revolving Credit Facility (if not then fully drawn), extend the maturity of then-outstanding debt, or rely on alternative financing arrangements.
−Removed: There can be no assurance that we will be able to obtain additional debt under our existing financial arrangements to satisfy our ongoing capital requirements.
−Removed: However, we believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months.
−Removed: We also continually evaluate business development opportunities, including potential acquisitions that fit our strategic plans.
−Removed: 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.
−Removed: Depending on prospective consideration to be paid for an acquisition, any such opportunities would be financed first from available cash and cash equivalents and availability of borrowings under our credit facilities.
−Removed: Revolving Credit, Promissory Notes and Term Loan Agreements
−Removed: Our revolving credit facility (the “Revolving Credit Facility”) provides for a $400 million revolver at a variable rate of interest based on index-adjusted SOFR or a base rate and matures on September 30, 2027.
−Removed: The Revolving Credit Facility, which is secured by cash, deposits, accounts receivable, and selected other assets of the applicable borrowers, 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.
−Removed: Our Revolving Credit Facility includes an accordion feature which allows us to increase availability by up to $200 million upon our request.
−Removed: At December 31, 2023, we were in compliance with all its covenants, and $378.1 million was available for borrowing.
−Removed: Our UACL Credit and Security Agreement (the “UACL Credit Agreement”) provides for maximum borrowings of $90 million in the form of an $80 million term loan and a $10 million revolver at a variable rate of interest based on index-adjusted SOFR or a base rate and matures on September 30, 2027.
−Removed: The UACL Credit Agreement, which is secured by cash, deposits, accounts receivable, and selected other assets of the applicable borrowers, 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.
−Removed: Our UACL Credit Agreement includes an accordion feature which allows us to increase availability by up to $30 million upon our request.
−Removed: At December 31, 2023, we were in compliance with all its covenants, and $10.0 million was available for borrowing.
−Removed: A wholly owned subsidiary issued a series of promissory notes in order to finance transportation equipment (the “Equipment Financing”).
−Removed: The notes issued in connection with the Equipment Financing, 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 7.27%.
−Removed: Certain wholly owned subsidiaries entered into a $165.4 million term loan facility to repay outstanding balances under a then-existing term loan and certain other real estate notes (the “Real Estate Facility”).
−Removed: The Real Estate Facility matures on April 29, 2032 and is 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.
−Removed: The Real Estate Facility includes customary affirmative and negative covenants, and principal and interest is payable on the facility on a monthly basis, based on an annual amortization of 10%.
−Removed: The facility bears interest at Term SOFR, plus an applicable margin equal to 2.12%.
−Removed: At December 31, 2023, we were in compliance with all covenants under the facility.
+Added: Our primary uses of cash are working capital requirements, capital expenditures, dividend payments, share repurchases, and debt service requirements.
+Added: Additionally, we may use cash for acquisitions and other investment and financing activities.
+Added: Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses.
+Added: Our capital expenditures consist primarily of transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.
+Added: Historically, our primary source of liquidity has been cash flow from operations.
+Added: In addition, we have a $400 million revolving credit facility maturing in September 30, 2027, and we may increase the available capacity by $200 million upon our request.
+Added: At December 31, 2024, $89.1 million was available for borrowing.
+Added: Our UACL subsidiaries have credit facility maturing in September 30, 2027, which includes a $10 million revolver.
+Added: At December 31, 2024, $10.0 million was available for borrowing.
+Added: We also finance the purchase of transportation equipment with equipment notes.
+Added: The notes are secured by liens on specific vehicles and are generally payable in 60 monthly installments.
+Added: We also have a $165.4 million term loan facility that matures in April 2032, and it is secured by first-priority mortgages on specific parcels of owned real estate.
We also maintain a short-term line of credit secured by our portfolio of marketable securities.
−Removed: It bears interest at Term SOFR plus 1.10%.
−Removed: The amount available under the margin facility is based on a percentage of the market value of the underlying securities.
We did not have any amounts advanced against the line as of December 31, 2024, and the maximum available borrowings were $6.0 million.
+Added: We anticipate that cash generated from operations, together with amounts available under our credit facilities, will be sufficient to meet our requirements for the foreseeable future.
+Added: To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that we will obtain these funds through additional borrowings, equity offerings, or a combination of these potential sources of liquidity.
+Added: Our ability to fund future operating expenses and capital expenditures, as well as our ability to meet future debt service obligations or refinance our indebtedness, will depend on our future operating performance, which will be affected by general economic, financial, and other factors beyond our control.
+Added: In 2024, our capital expenditures totaled $251.6 million.
+Added: These expenditures primarily consisted of transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.
+Added: In 2025, we expect our capital expenditures to be in the range of $190 million to $215 million.
+Added: The following table presents our cash and cash equivalents, marketable securities, and outstanding debt and the present value of our operating lease liabilities as of December 31 (in thousands):
+Added: Cash and cash equivalents
+Added: Marketable securities
+Added: Outstanding debt
+Added: Present value of operating lease liabilities
+Added: At December 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our promissory notes.
+Added: For additional information on our financing arrangements, see Item 8, Note 9 to the Consolidated Financial Statements.
Discussion of Cash Flows
At December 31, 2024, we had cash and cash equivalents of $19.4 million compared to $12.5 million at December 31, 2023.
−Removed: Operating activities provided $210.2 million in net cash, and we used $236.8 million in investing activities and $8.6 million in financing activities.
−Removed: The $210.2 million in net cash provided by operations was primarily attributed to $92.9 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, amortization of debt issuance costs, gains on marketable equity securities and equipment sales, stock-based compensation, provisions for credit losses and a change in deferred income taxes totaling $119.7 million, net.
−Removed: Net cash provided by operating activities also reflects an aggregate increase in net working capital totaling $2.4 million.
−Removed: The primary drivers behind the increase in working capital were principal reductions in operating lease liabilities during the period, increases in prepaid expenses and other assets, and decreases in trade accounts payable, accruals for insurance and claims, income taxes payable and other long-term liabilities.
−Removed: These were partially offset by decreases in trade and other accounts receivable, and other assets.
+Added: Operating activities provided $112.4 million in net cash and financing activities provided an additional $365.0 million.
+Added: During 2024, we used $462.9 million in investing activities.
+Added: The $112.4 million in net cash provided by operations was primarily attributed to $129.9 million of net income, adjusted for various noncash charges totaling $191.5 million, net, and an increase in net working capital totaling $209.1 million.
+Added: Excluding the impacts on working capital from business combinations, the primary drivers behind the increase were principal reductions in operating lease liabilities during the period, increases in contract assets, and decreases in trade accounts payable, income taxes payable and in other long-term liabilities.
+Added: These were partially offset decreases in trade and other receivables, and increases in accrued expenses and other current liabilities and in accruals for insurance and claims.
Affiliate transactions increased net cash provided by operating activities by $1.9 million.
−Removed: The increase in net cash resulted from an increase in accounts payable to affiliates of $0.1 million and a decrease in accounts receivable from affiliates of $0.2 million.
−Removed: The $236.8 million in net cash used in investing activities consisted of $240.6 million in capital expenditures, which was partially offset by $3.5 million in proceeds from the sale of equipment and $0.3 million in proceeds from the sale of marketable securities.
−Removed: We used $8.6 million in financing activities.
−Removed: During the year, we paid cash dividends of $11.0 million, $0.9 million in capitalized financing costs and $0.1 million for purchases of common stock.
+Added: The increase in net cash resulted from an increase in accounts payable to affiliates of $2.5 million, which was partially offset by an increase in accounts receivable from affiliates of $0.6 million.
+Added: The $462.9 million in net cash used in investing activities primarily consisted of $251.6 million in capital expenditures and $215.8 million for the acquisitions of Parsec and East Texas Heavy Haul.
+Added: These expenditures were partially offset by $4.4 million in proceeds from the sale of equipment.
+Added: Financing activities provided $365.0 million in net cash during the period.
We had outstanding borrowings totaling $762.6 million at December 31, 2024 compared to $386.4 million at December 31, 2023.
During the period, we made payments on term loan and equipment and real estate notes totaling $104.2 million, borrowed $191.4 million for new equipment and had net borrowings on our revolving lines of credit totaling $288.9 million.
−Removed: Contractual Obligations
−Removed: As of December 31, 2023, we had contractual obligations related to our long-term debt of $314.8 million and $58.2 million for principal borrowings and interest, respectively, which become due through 2032.
−Removed: See Item 8, Note 8 to the Consolidated Financial Statements for additional information regarding our debt obligations.
−Removed: We also have contractual obligations for operating leases commitments and purchase commitments related to agreements to purchase equipment, construct terminal and warehouse projects, and purchase strategic real estate.
−Removed: See Item 8, Note 12 and Note 15, respectively, to the Consolidated Financial Statements for additional information regarding lease obligations and purchase commitments.
+Added: During the period, we also paid cash dividends of $11.1 million and purchased $0.1 million of treasury stock.
Off-Balance Sheet Arrangements
+Added: As of December 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
+Added: Contractual Obligations
+Added: As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit facilities, of $672.9 million and $88.7 million for principal borrowings and interest, respectively, which become due through 2032.
+Added: See Item 8, Note 9, Debt and Credit Facilities, for additional information regarding our debt obligations.
+Added: We also have contractual obligations for finance and operating leases and purchase commitments related to agreements to purchase transportation equipment.
+Added: See Item 8, Note 13, Leases, and Note 16, Commitments and Contingencies, respectively, for additional information regarding our lease and purchase commitment obligations.
Legal Matters
31 unchanged sentences
Valuation of Long-Lived Assets, including Goodwill and Intangible Assets
−Removed: At both December 31, 2023 and 2022, our goodwill balance was $170.7 million.
+Added: As of December 31, 2024 and 2023, our goodwill balances were $206.8 million and $170.7 million, respectively.
We are required to test goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount.
14 unchanged sentences
If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.
−Removed: During each of the third quarters of 2023 and 2022, we completed our goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill.
+Added: In the third quarter of 2024, the Company closed its company-managed brokerage operations.
+Added: In connection with the closure, we identified certain triggering events that resulted in aggregate goodwill impairment charges totaling $3.5 million within our former company-managed brokerage reporting segment.
+Added: See Item 8, Note 1 to the Consolidated Financial Statements.
+Added: During each of the third quarters of 2024 and 2023, we completed our annual goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill.
The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates.
−Removed: Based on the results of this test, no impairment loss was recognized.
+Added: Based on the results of this test, no further impairment loss was recognized.
There were no triggering events identified from the date of our assessment through December 31, 2024 that would require an update to our annual impairment test.
18 unchanged sentences
Since the swap agreements qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax.
−Removed: Included in cash and cash equivalents is approximately $0.2 million in short-term investment grade instruments.
+Added: Included in cash and cash equivalents is approximately $26 thousand in short-term investment grade instruments.
The interest rates on these instruments are adjusted to market rates at least monthly.
19 unchanged sentences
The increase resulted from an increase in the market value of the portfolio of approximately $0.8 million.
−Removed: During 2023, we also sold $0.3 million of marketable equity, with realized gains on sales totaling approximately $0.2 million.
+Added: During 2024, we also sold $19 thousand of marketable equity securities, with realized gains on sales totaling approximately $2 thousand.
A 10% decrease in the market price of our marketable equity securities would cause a corresponding 10% decrease in the carrying amounts of these securities, or approximately $1.2 million.
11 unchanged sentences
The net investments in our Mexican, Canadian and Colombian operations are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive income in our statement of shareholders’ equity.
−Removed: Adjustments from the translation of the net investment in these operations increased equity by approximately $4.1 million for the year ended December 31, 2023.
+Added: Adjustments from the translation of the net investment in these operations decreased equity by approximately $4.5 million for the year ended December 31, 2024.
F INANCIAL STATEMENTS AND SUPPLEMENTARY DATA
2 unchanged sentences
Universal Logistics Holdings, Inc.
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc., a Michigan corporation, and subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively, the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheets of Universal Logistics Holdings, Inc.
+Added: (a Michigan corporation) and subsidiaries (collectively the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025, expressed an adverse opinion.
Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
6 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Analysis - Contract Logistics and Intermodal reporting units
2 unchanged sentences
The Company’s consolidated goodwill balance was $206.7 million as of December 31, 2024, which is allocated to the Company’s four reporting units.
−Removed: As of December 31, 2023, $56.3 million of goodwill was recorded in the Contract Logistics reporting unit and $101.1 million in the Intermodal reporting unit.
+Added: As of December 31, 2024, $56.3 million of goodwill was recorded in the Contract Logistics reporting unit and $101.1 million was recorded in the Intermodal reporting unit.
We identified the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units as a critical audit matter.
−Removed: The principal consideration for our determination that the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units is a critical audit matter is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units.
+Added: The principal consideration for our determination that the annual goodwill impairment assessment of the Contract Logistics and Intermodal reporting units is a critical audit matter is that there is a high degree of auditor judgement necessary in evaluating the reasonableness of the fair value of the reporting units.
The fair value estimate is sensitive to significant assumptions made by management in the discounted cash flow analyses specifically, forecasts of future revenue, operating income and discount rates.
1 unchanged sentence
• We tested the design and operating effectiveness of controls relating to management’s valuation of goodwill, including the control over the determination of key inputs such as the forecasting of revenue, operating income and determination of the discount rate.
−Removed: • We compared management’s forecasts of future revenue and operating income to third-party industry projections and the Company’s historical operating results.
−Removed: • We utilized our valuation specialists with specialized skills and knowledge, to assess the reasonableness of the discount rates used in the models.
+Added: • We compared management’s forecasts of future revenue and operating income to third-party industry projections and compared the Company’s historical operating forecasts to the actual results in prior periods.
+Added: • We utilized a valuation specialist to assess the reasonableness of the discount rates used in the models.
+Added: The valuation specialist performed an independent computation to determine a weighted average return on assets to validate the reasonableness of the discount rate utilized in management’s model.
+Added: Fair Value of Customer Relationship Intangible Asset
+Added: As described further in Note 5 to the consolidated financial statements, on September 30, 2024, the Company acquired all of the outstanding shares of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd.
+Added: (collectively, “Parsec”) for a purchase price of $208.4 million.
+Added: Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition.
+Added: The fair value of intangible assets was $103.3 million, of which, $90.0 million related to customer relationships.
+Added: The Company used a discounted cash flow method to estimate the fair value of the intangible assets acquired.
+Added: We identified the fair value of the customer relationship intangible asset as a critical audit matter.
+Added: The principal consideration for our determination that the fair value of the customer relationship is a critical audit matter is the high degree of auditor judgment necessary in evaluating certain inputs and assumptions made by management in the discounted cash flow analysis.
+Added: Those assumptions include future revenue, operating income, attrition rate and discount rate.
+Added: Our audit procedures related to the fair value of the customer relationship included the following, among others:
+Added: • We tested the design and operating effectiveness of controls relating to management’s valuation of the assets acquired and liabilities assumed, including the control over the reasonableness of key inputs and assumptions.
+Added: • We evaluated the reasonableness of management’s forecasts of future revenue and operating income by comparing these forecasts to Parsec’s historical operating results, the actual results subsequent to the acquisition, and to industry market data to determine the revenue growth rate assumption is in line with industry growth data.
+Added: • We utilized a valuation specialist to compute the implied attrition rate derived from the tenure of all customers to validate the reasonableness of the attrition rate utilized in management’s model.
+Added: The valuation specialist also performed a computation to determine a weighted average return on assets to validate the reasonableness of the discount rate utilized in management’s model.
/s/ GRANT THORNTON LLP
10 unchanged sentences
Accounts receivable – net of allowance for credit losses of $ 7,806 and $ 11,229 ,
+Added: Contract assets
Other receivables
5 unchanged sentences
Intangible assets – net of accumulated amortization of $ 155,290 and $ 134,514 ,
+Added: Contract assets, net of current portion
Deferred income taxes
58 unchanged sentences
Depreciation and amortization
+Added: Impairment expense
Total operating expenses
27 unchanged sentences
Depreciation and amortization
+Added: Impairment expense
Noncash lease expense
1 unchanged sentence
Gain on marketable equity securities
−Removed: Gain on disposal of property and equipment
+Added: Loss (gain) on disposal of property and equipment
Write-off of debt issuance costs
4 unchanged sentences
Trade and other accounts receivable
−Removed: Prepaid expenses and other assets
+Added: Contract assets, prepaid expenses and other assets
Accounts payable, accrued expenses, income taxes payable,
9 unchanged sentences
Proceeds from sale of marketable securities
+Added: Acquisition of businesses, net of cash
Net cash used in investing activities
7 unchanged sentences
Capitalized financing costs
−Removed: Net cash used in financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
−Removed: Net (decrease) increase in cash
+Added: Net increase (decrease) in cash
Cash and cash equivalents – January 1
8 unchanged sentences
Cash paid for income taxes
−Removed: Non-cash financing activities:
−Removed: During the year ended December 31, 2021, the Company had non-cash activities resulting from $ 2.8 million of declared dividends that were unpaid as of the end the year.
+Added: Acquisition of businesses:
+Added: Fair value of assets acquired, net of cash
+Added: Liabilities assumed
+Added: Net cash paid of acquisitions of businesses
See accompanying notes to consolidated financial statements.
7 unchanged sentences
Dividends paid ($ 0.42 per share)
−Removed: Dividends payable ($ 0.105 per share)
Stock based compensation
+Added: Purchases of treasury stock
Balances – December 31, 2022
−Removed: Other comprehensive loss
+Added: Other comprehensive income
Dividends paid ($ 0.42 per share)
2 unchanged sentences
Balances – December 31, 2023
−Removed: Other comprehensive income
+Added: Other comprehensive (loss)
Dividends paid ($ 0.42 per share)
Stock based compensation
+Added: Retirement of treasury stock
Purchases of treasury stock
8 unchanged sentences
Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands.
−Removed: We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services.
+Added: We offer our customers a broad array of services across their entire supply chain, including value-added, dedicated, intermodal and trucking services.
Our customized solutions and flexible business model are designed to provide us with a highly variable cost model.
5 unchanged sentences
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.
+Added: In August 2024, the Company closed its company-managed brokerage operations in Nashville, TN.
+Added: During the quarter ended September 28, 2024, the Company incurred pre-tax losses of approximately $ 8.6 million ($ 6.4 million net of tax, or $ 0.24 per basic and diluted share) related to these operations.
+Added: Included in the consolidated statements of income in 2024 were $ 1.4 million of severance costs recorded in direct personnel and related benefits, $ 2.8 million of non-cash impairment charges recorded in impairment expense, and $ 2.4 million of other closing related costs recorded in operating supplies and expenses.
+Added: During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage reporting segment.
+Added: 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.
+Added: Total goodwill impairment charges recorded during the third quarter of 2024, including in connection with the closure of our company-managed brokerage operations, were $ 3.5 million ($ 2.6 million net of tax, or $ 0.10 per basic and diluted share).
+Added: In June 2024, the Company revised the estimated useful life and salvage values of certain equipment.
+Added: 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).
+Added: In January 2024, the Company’s value-added business began performing specialty project development services for certain customers.
+Added: Contract assets represent amounts for which the Company has recognized revenue in excess of billings pursuant to the revenue recognition guidance.
+Added: As of December 31, 2024 and 2023, contract assets associated with certain contracts with customers recognized over time are included as contract assets in the Company’s consolidated balance sheets.
+Added: Contract assets associated with other contracts with customers were reclassified from prepaid expenses and other on the consolidated balance sheets to contract assets.
+Added: During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment.
+Added: 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.
+Added: The results of those procedures concluded that no impairments were present.
+Added: 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.
+Added: The change resulted in additional amortization expense of $ 8.9 million ($ 6.6 million net of tax, or $ 0.25 per basic and diluted share) recorded during the year ended December 31, 2024.
In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment.
The change resulted in additional depreciation expense of $ 9.7 million recorded during the quarter ended July 2, 2022 ($ 7.2 million net of tax, or $ 0.27 per basic and diluted share).
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (1) Summary of Significant Accounting Policies—continued
+Added: (b) Basis of Presentation—continued
+Added: During the first quarter of 2024, we retired 4,722,877 shares of our treasury stock.
+Added: 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.
+Added: 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.
+Added: There was no effect on the Company’s overall equity position due to the retirement of treasury shares.
+Added: The Company accounts for treasury stock using the cost method.
Current Economic Conditions
10 unchanged sentences
Actual results could differ from those estimates.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (1) Summary of Significant Accounting Policies—continued
(d) Cash and Cash Equivalents
19 unchanged sentences
Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (1) Summary of Significant Accounting Policies—continued
(g) Inventories
6 unchanged sentences
Raw materials and supplies
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (1) Summary of Significant Accounting Policies—continued
(h) Property and Equipment
20 unchanged sentences
Total Identifiable Intangible Assets
−Removed: Estimated amortization expense by year is as follows (in thousands):
−Removed: The amounts recorded for amortization expense were $ 12.7 million, $ 14.4 million, and $ 13.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
UNIVERSAL LOGISTICS HOLDINGS, INC.
2 unchanged sentences
(1) Summary of Significant Accounting Policies—continued
+Added: (i) Intangible Assets—continued
+Added: Estimated amortization expense by year is as follows (in thousands):
+Added: The amounts recorded for amortization expense were $ 21.5 million, $ 12.7 million, and $ 14.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions.
8 unchanged sentences
Based on the results of this test, no impairment loss was recognized.
−Removed: At both December 31, 2023 and 2022, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, $ 9.8 million in our trucking segment and $ 3.5 million in our company-managed brokerage segment.
+Added: 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.
+Added: The changes in the carrying amount of goodwill during the years ended December 31, 2024 and 2023 are as follows (in thousands):
+Added: Balance as of January 1, 2022
+Added: Acquisition of business
+Added: Balance as of December 31, 2023
+Added: Acquisition of business
+Added: Goodwill impairment
+Added: Balance as of December 31, 2024
+Added: At December 31, 2024, $ 95.9 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.
+Added: At December 31, 2023, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, $ 9.8 million in our trucking segment and $ 3.5 million in our former company-managed brokerage segment.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (1) Summary of Significant Accounting Policies—continued
(k) Long-Lived Assets
9 unchanged sentences
Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved.
−Removed: None of the acquired companies in 2018 or 2019 had contingent consideration arrangements.
+Added: None of the acquired companies in 2024 had contingent consideration arrangements.
(m) Fair Value of Financial Instruments
5 unchanged sentences
See Note 10 “Fair Value Measurement and Disclosures” for further information.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (1) Summary of Significant Accounting Policies—continued
(n) Deferred Compensation
1 unchanged sentence
Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives.
−Removed: Such bonuses are typically paid in annual installments over a five-year period.
+Added: Such bonuses are typically paid in annual installments over a three to five-year period.
All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities.
8 unchanged sentences
Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (1) Summary of Significant Accounting Policies—continued
(p) Revenue Recognition
3 unchanged sentences
Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period.
−Removed: Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management.
+Added: Value-added services, which are typically dedicated to individual customer requirements, include lift services, special project development, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management.
We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided.
6 unchanged sentences
See Note 3, “ Revenue Recognition ,” for more information on revenue recognition.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (1) Summary of Significant Accounting Policies—continued
(q) Insurance and Claims
15 unchanged sentences
See Note 15 “Stock Based Compensation” for further information.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (1) Summary of Significant Accounting Policies—continued
(s) Income Taxes
11 unchanged sentences
We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (1) Summary of Significant Accounting Policies—continued
(t) Foreign Currency Translation
12 unchanged sentences
During the fiscal years ended December 31, 2024, 2023 and 2022, aggregate sales in the automotive industry totaled 47 %, 43 % and 36 % of revenue, respectively.
−Removed: In 2023, 2022 and 2021, General Motors accounted for approximately 20 %, 16 % and 13 % of our total operating revenues, respectively.
−Removed: In 2023, 2022 and 2021, sales to our top 10 customers, including General Motors, totaled 48 %, 42 % and 38 %, respectively.
+Added: In 2024, 2023 and 2022, General Motors accounted for approximately 18 %, 20 % and 16 % of our total operating revenues, respectively, and Ford accounted for approximately 17 %, 6 % and 6 %, respectively.
+Added: In 2024, 2023 and 2022, sales to our top 10 customers, including General Motors and Ford, totaled 56 %, 48 % and 42 %, respectively.
(2) Recent Accounting Pronouncements
Adoption of New Accounting Standard
−Removed: On January 1, 2023 , the Company adopted Accounting Standards Update (“ASU”) 2016-13 , Accounting for Credit Losses (Topic 326).
−Removed: The ASU requires the use of an “expected loss” model on certain types of financial instruments.
−Removed: The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities.
−Removed: The adoption of this standard did not have a material impact on our consolidated financial statements .
−Removed: Accounting Pronouncements Issued but Not Yet Effective
−Removed: In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).
+Added: 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.
−Removed: 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.
+Added: We adopted this standard on a retrospective basis for the 2024 annual period, and for interim periods beginning January 1, 2025 .
+Added: See Note 18 “Segment Reporting” for further information.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (2) Recent Accounting Pronouncements—continued
+Added: Accounting Pronouncements Issued but Not Yet Effective
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).
+Added: The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions.
+Added: In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements.
+Added: This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028.
Early adoption is permitted.
5 unchanged sentences
We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
(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.
−Removed: To complement our available capacity, we provide customers with freight brokerage services by utilizing third-party transportation providers to move freight.
−Removed: Brokerage services also include full-service domestic and international freight forwarding and customs brokerage.
+Added: 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.
9 unchanged sentences
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.
−Removed: Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management.
−Removed: Value-added revenues are substantially driven by the level of demand for outsourced logistics services.
+Added: Value-added services, which are typically dedicated to individual customer requirements, include lift services, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development.
+Added: 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.
4 unchanged sentences
Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.
−Removed: The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands):
−Removed: Prepaid expenses and other - contract assets
−Removed: We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services.
−Removed: Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period.
−Removed: See also Note 17 for additional information on revenue reported by segment and by geographic region.
UNIVERSAL LOGISTICS HOLDINGS, INC.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: (3) Revenue Recognition—continued
+Added: Beginning in 2024, value-added services also includes specialty project development services for customers.
+Added: The specialty project development service is accounted for as a single unit of account (i.e., as a single performance obligation).
+Added: Revenue is recognized over time as the Company continuously transfers control of the project to the customer.
+Added: Because we transfer control of the project over time, we recognize revenue to the extent of our progress towards completion of our performance obligations.
+Added: We 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.
+Added: Incurred cost represents work performed, which corresponds with and thereby best represents the transfer of control to the customer.
+Added: Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred.
+Added: 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.
+Added: 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
+Added: The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands):
+Added: Contract assets
+Added: Contract assets, net of current portion
+Added: We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services.
+Added: 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.
+Added: Contract assets in the table above generally relates to revenue recognized in excess of billings for our specialty development project, as well as revenue in-transit at the end of the reporting period.
+Added: As of December 31, 2022, the contract asset balance was $ 0.8 million.
+Added: As of December 31, 2024, the amortization of the contract asset for cash payments received was $ 0.9 million.
+Added: See Note 18 “Segment Reporting” for additional information on revenue reported by segment and by geographic region.
(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.
−Removed: The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 9.
−Removed: The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands):
−Removed: Unrealized gains (losses)
+Added: The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10 "Fair Value Measurement and Disclosures.
+Added: The following table sets forth market value, cost, and unrealized gains on equity securities at December 31 (in thousands):
+Added: Unrealized gains
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands):
1 unchanged sentence
Gross unrealized losses
−Removed: Net unrealized gains (losses)
+Added: Net unrealized gains
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (4) Marketable Securities—continued
The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands):
−Removed: Realized gain (loss)
+Added: Realized gain
Sale proceeds
Cost basis of securities sold
−Removed: Realized gain (loss)
−Removed: Realized gain (loss), net of taxes
+Added: Realized gain
+Added: Realized gain, net of taxes
The Company did no t sell marketable equity securities during the year ended December 31, 2022.
During the years ended December 31, 2024 and 2023 , our marketable equity securities portfolio experienced net unrealized pre-tax gains in market value of approximately $ 836,000 and $ 799,000 , respectively, which were reported in other non-operating income for the period.
+Added: (5) Acquisitions
+Added: On September 30, 2024 , the Company acquired all of the outstanding equity interest of Parsec, LLC, OB Leasing, LLC, and Parsec Intermodal of Canada Ltd.
+Added: (collectively, “Parsec”).
+Added: Parsec is a provider of lift services to Class I, regional, and short-line railroads across North America.
+Added: The cash purchase price was $ 208.4 million, subject to customary post-closing adjustments.
+Added: Parsec operates within the Company's contract logistics segment.
+Added: The Company borrowed funds from its existing Revolving Credit Facility to finance the acquisition.
+Added: We incurred approximately $ 1.3 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income.
+Added: On September 13, 2024 , the Company acquired certain assets of East Texas Heavy Haul, Inc.
+Added: (“ETHH”), through a limited asset purchase agreement.
+Added: 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.
+Added: The total cash purchase price was $ 7.5 million.
+Added: The Company used available cash and borrowings on its revolving credit facility to finance the acquisition.
+Added: We incurred approximately $ 0.1 million of transaction related costs in the acquisition, which are recorded in operating supplies and expenses on the consolidated statements of income.
+Added: In connection with the acquisition, the Company also entered into independent contractor agreements with certain sellers pursuant to which sellers may earn commissions totaling $ 5.0 million, subject to reaching certain milestones.
+Added: The Company accounted for the acquisitions in accordance with ASC 805, “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill.
+Added: The goodwill recorded is included in our contract logistics segment and is non-deductible for income tax purposes.
+Added: For each acquisition, the purchase price was allocated to major classes of assets acquired and liabilities assumed at estimated fair values as of the acquisition date.
+Added: These values are based, in part, upon preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained.
+Added: The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.
+Added: The preliminary allocation of the purchase price in each transaction is as follows (in thousands):
+Added: Current assets
+Added: Property and equipment
+Added: Intangible assets
+Added: Current liabilities
+Added: Long-term liabilities
UNIVERSAL LOGISTICS HOLDINGS, INC.
1 unchanged sentence
December 31, 2024, 2023 and 2022
+Added: (5) Acquisitions—continued
+Added: The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements.
+Added: The acquired customer relationships are being amortized over a period of eight years to 16 years, tradenames are being amortized over a period of three years, and the non-competition agreements are being amortized over a period of five years to seven years.
+Added: The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.
+Added: The following unaudited pro forma results of operations present consolidated information of the Company as if Parsec and ETHH were acquired on January 1, 2023 (in thousands, except per share data):
+Added: Pro Forma Twelve Months Ended
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Operating revenues
+Added: Income from operations
+Added: Earnings per common share:
+Added: The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Parsec and ETHH on January 1, 2023.
+Added: Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis.
+Added: For the year ended December 31, 2024, actual revenue and operating income of the acquired companies included in Universal's results was $ 59.5 million and $ 2.6 million, respectively.
(6) Accounts Receivable
2 unchanged sentences
Unbilled receivables, which usually are billed within one month , totaled $ 61.6 million and $ 59.7 million at December 31, 2024 and 2023, respectively.
+Added: Total accounts receivable at December 31, 2022 was $ 350.7 million.
Accounts receivable are presented net of an allowance for credit losses.
1 unchanged sentence
Balance at beginning of year
−Removed: Provision for credit losses
+Added: (Reversals) provision for credit losses
Uncollectible accounts written off
10 unchanged sentences
Total property and equipment, net
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
(8) Accrued Expenses and Other Current Liabilities
5 unchanged sentences
Commissions, other taxes and other
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
Debt is comprised of the following (in thousands):
11 unchanged sentences
Total long-term debt, net of current portion
−Removed: (1) On September 30, 2022, we amended our Revolving Credit Facility by increasing the revolving credit commitment to up to $ 400 million.
−Removed: Borrowings under the Revolving Credit Facility may now be made until and mature on September 30, 2027 , and bear interest at index-adjusted SOFR or a base rate plus an applicable margin for each based on the Company’s leverage ratio.
−Removed: The term loan proceeds were advanced on November 27, 2018 , and the Company repaid in full its then outstanding balance on the term loan on April 29, 2022 .
+Added: (1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $ 400 million.
+Added: 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.
6 unchanged sentences
(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.
−Removed: Term loan proceeds were advanced on September 30, 2022 and used to repay existing indebtedness under the Revolving Credit Facility.
−Removed: The term loan matures on September 30, 2027 and will be repaid in consecutive quarterly installments, as defined in the UACL Credit Agreement, commencing December 31, 2023.
+Added: The term loan matures on September 30, 2027 and is repaid in consecutive quarterly installments.
The remaining term loan balance is due at maturity.
−Removed: Borrowings under the revolving credit facility may be made until and mature on September 30, 2027 .
−Removed: Borrowings under the UACL Credit Agreement bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin for each based on the borrower’s leverage ratio.
+Added: We may borrow under the revolving credit facility until maturity on September 30, 2027 .
+Added: 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.
3 unchanged sentences
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 %.
−Removed: (4) Our Real Estate Facility provided for a $ 165.4 million term loan, the full amount of which was advanced on April 29, 2022.
−Removed: The Company used the facility’s proceeds to repay the outstanding balances under the term loan portion of the Revolving Credit Facility and certain other Real Estate Note obligations.
−Removed: The facility matures on April 29, 2032 .
+Added: (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.
43 unchanged sentences
Interest rate swap
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (9) Fair Value Measurement and Disclosures—continued
The valuation techniques used to measure fair value for the items in the tables above are as follows:
5 unchanged sentences
The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (10) Fair Value Measurement and Disclosures—continued
Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings.
1 unchanged sentence
The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.
−Removed: For our equipment promissory notes with fixed rates, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.
+Added: 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 borrowings under this credit agreement as Level 2 in the fair value hierarchy.
4 unchanged sentences
We have not elected the fair value option for any of our financial instruments.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
(11) Transactions with Affiliates
−Removed: Moroun is Chairman of our Board of Directors and his son, Matthew J.
−Removed: Moroun, is a member of our Board of Directors.
+Added: Moroun is Chair of our Board of Directors and his son, Matthew J.
+Added: Moroun, is a member of our Board.
Certain Moroun family trusts beneficially own a majority of our outstanding shares.
Moroun is trustee of these trusts with investment authority over the shares, and Frederick P.
−Removed: Calderone, a member of our Board of Directors, is special trustee of these trusts with voting authority over the shares.
+Added: Calderone, a member of our Board, 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.
−Removed: The Audit Committee of our Board of Directors reviews and approves related party transactions.
+Added: The Audit Committee of our Board 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.
−Removed: Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):
+Added: The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):
Real estate rent and related costs
9 unchanged sentences
See Note 13, “Leases” for further information regarding the cost of leased properties.
−Removed: We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company owned by our controlling shareholder.
+Added: 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.
2 unchanged sentences
At December 31, 2024 and 2023, amounts due to affiliates were $ 23.3 million and $ 20.7 million, respectively.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (11) Transactions with Affiliates—continued
+Added: During 2024, we purchased trailers from an affiliate totaling $ 4.5 million.
During 2023, we purchased used tractors and new trailers from affiliates totaling $ 6.3 million and $ 5.1 million, respectively.
−Removed: During 2022, used tractor purchases from an affiliate totaled $ 4.7 million.
During 2023, we also contracted with an affiliate to provide real property improvements for us totaling $ 5.3 million.
−Removed: There were no such purchases made during 2022.
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
−Removed: We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders.
−Removed: We may also lease facilities to our affiliates on an as-needed basis.
+Added: 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.
2 unchanged sentences
Facilities and related support
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (10) Transactions with Affiliates—continued
At December 31, 2024 and 2023, amounts due from affiliates were $ 1.3 million and $ 0.7 million, respectively.
−Removed: In August 2023, we exercised our right of first refusal to acquire 3,750 shares of restricted stock from Mr.
−Removed: “Scott” Wolfe, our director, for $ 120,900 based on the closing market price on the effective date of the transaction.
−Removed: In May 2022, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million.
+Added: In November 2024, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million.
The purchase price was based on the book value of the net assets sold in the transaction, and as such, no gain or loss was recorded.
−Removed: On May 13, 2022, we commenced a “Dutch auction” tender offer to repurchase up to 100,000 shares of our outstanding common stock at a price of not greater than $ 28.00 nor less than $ 25.00 per share.
−Removed: Following the expiration of the tender offer on June 15, 2022 , we accepted 164,189 shares, including 64,189 oversubscribed shares tendered, of our common stock for purchase at $ 28.00 per share, for a total purchase price of approximately $ 4.6 million, excluding fees and expenses related to the offer.
−Removed: The total number of shares purchased in the tender offer includes 5,000 shares tendered by our director, Mr.
−Removed: We paid for the accepted shares with available cash and funds borrowed under our existing line of credit.
+Added: In August 2023, we exercised our right of first refusal to acquire 3,750 shares of restricted stock from H.E.
+Added: “Scott” Wolfe, our director, for $ 120,900 based on the closing market price on the effective date of the transaction.
(12) Income Taxes
6 unchanged sentences
Total deferred
−Removed: On March 27, 2020, the CARES Act was signed into law that was aimed at providing emergency assistance for individuals, families, and businesses affected by COVID-19.
−Removed: Among other things, the CARES Act includes provisions allowing for the deferral of the employer portion of social security payments.
−Removed: We took advantage of this provision and deferred the cash payment of social security taxes.
−Removed: In 2022, we paid the deferred balance of social security taxes outstanding as of December 31, 2021, which totaled $ 5.1 million.
UNIVERSAL LOGISTICS HOLDINGS, INC.
26 unchanged sentences
Thus, no valuation allowance has been established for the domestic deferred tax assets.
−Removed: We had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $ 0.7 million and $ 1.4 million as of December 31, 2023 and 2022, respectively.
−Removed: The net operating loss carryforward will expire in 2030 .
−Removed: Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be fully realized and as such no valuation allowance has been provided.
−Removed: At December 31, 2023 and 2022, we also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $ 1.3 million and $ 1.7 million, respectively.
+Added: As of December 31, 2023, we had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $ 0.7 million.
+Added: As of December 31, 2024, there was no such net operating loss carryforward associated with our Mexican subsidiary.
+Added: At December 31, 2024 and 2023, we had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $ 1.2 million and $ 1.3 million, respectively.
Based on the anticipated earnings projections, management had previously recorded a full valuation allowance for the deferred tax assets associated with these entities.
21 unchanged sentences
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.
+Added: Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate.
Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants.
23 unchanged sentences
Variable lease cost
−Removed: Sublease income
Total lease cost
7 unchanged sentences
Right-of-use assets obtained in exchange for new operating lease liabilities
+Added: Right-of-use assets obtained due to acquisition of business
Weighted-average remaining lease term (in years)
7 unchanged sentences
Right-of-use assets obtained in exchange for new operating lease liabilities
−Removed: Future right-of-use asset change due to a lease signed with a future commencement date
Weighted-average remaining lease term (in years)
12 unchanged sentences
We offer 401(k) defined contribution plans to our employees.
−Removed: The plans are administered by a company controlled by our principal shareholder and include different matching provisions ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved.
+Added: The plans are administered by a company controlled by our principal shareholder and include different matching provisions typically ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved.
+Added: Certain of these plans also include a discretionary matching provision as determined by the Company.
The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $ 2.3 million, $ 1.1 million and $ 1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
1 unchanged sentence
At December 31, 2024, 2023 and 2022, the required contributions totaled approximately $ 7,000 , $ 58,000 and $ 40,000 , respectively.
+Added: In connection with our acquisition of Parsec in the fourth quarter 2024, we became enrolled in the Western Conference of Teamsters Pension Trust Fund (“WCTPT”) defined contribution pension plan.
+Added: Parsec has participated in the WCTPT plan since 2023.
+Added: As of December 31, 2024, 851 employees are covered under the WCTPT plan and contributions to the plan totaled approximately $ 0.9 million since our acquisition.
+Added: As an employer sponsor of this plan we may be subject to withdraw liability from time to time.
+Added: No withdraw liability exists at December 31, 2024.
(15) Stock Based Compensation
−Removed: On April 23, 2014, our Board of Directors adopted our 2014 Amended and Restated Stock Incentive Plan.
−Removed: The Plan was approved at the 2014 annual meeting of shareholders and became effective as of the date our Board adopted it.
−Removed: In May 2022, the Company’s shareholders approved an amendment to the Plan to increase the number of shares of common stock authorized for issuance by 200,000 shares.
−Removed: Grants under the Plan may be made in the form of options, restricted stock awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock.
−Removed: In May 2023, we granted 3,549 shares of common stock to non-employee directors.
+Added: 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.
−Removed: In March 2023, we granted 34,611 shares of restricted stock to certain of its employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer.
+Added: 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.
+Added: In May 2023, we granted 3,549 shares of common stock under our equity plan to non-employee directors.
+Added: 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.
+Added: 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.
+Added: The restricted stock awards have a grant date fair value of $ 27.59 per share, based on the closing price of our stock.
+Added: 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 May 2022, we granted 2,157 shares of common stock to non-employee directors.
These restricted stock awards have a fair value of $ 23.17 per share, based on the closing price of our stock on the grant date, and vested immediately.
−Removed: In September 2021, we granted 2,355 shares of restricted stock to one of our employees.
−Removed: These restricted stock awards have a fair value of $ 20.46 per share, based on the closing price of our stock on the grant date.
+Added: In September 2021, we granted 2,355 shares of restricted stock under our equity plan to one of our employees.
+Added: 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.
−Removed: In February 2020, we granted 5,000 shares of restricted stock to our Chief Financial Officer.
−Removed: These restricted stock awards have a fair value of $ 17.74 per share, based on the closing price of our stock on the grant date.
−Removed: The shares will vest on February 20, 2024, subject to his continued employment with us.
UNIVERSAL LOGISTICS HOLDINGS, INC.
2 unchanged sentences
(15) Stock Based Compensation—continued
−Removed: In January 2020, we granted 60,000 shares of restricted stock to our Chief Executive Officer.
−Removed: These restricted stock awards have a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date.
+Added: In February 2020, we granted 5,000 shares of restricted stock under our equity plan to our Chief Financial Officer.
+Added: 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.
+Added: The shares vested on February 20, 2024.
+Added: In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer.
+Added: 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.
6 unchanged sentences
The total grant date fair value of vested shares recognized as compensation cost was $ 0.8 million, $ 0.3 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: Included in compensation cost during the year ended December 31, 2023 was approximately $ 90,000 recognized as a result of the grant of 3,549 shares of stock to non-employee directors .
−Removed: Included in compensation cost during the year ended December 31, 2022 was approximately $ 50,000 recognized as a result of the grant of 2,157 shares of stock to non-employee directors .
−Removed: No such grants were made during the year ended December 31, 2021.
+Added: Included in compensation cost during the years ended December 31, 2024, 2023 and 2022 was approximately $ 70,000 , $ 90,000 and $ 50,000 , respectively, recognized as a result of the grants of stock to non-employee directors .
As of December 31, 2024, there was approximately $ 2.1 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.
−Removed: As a result, we expect to recognize stock-based compensation expense of $ 0.7 million in 2024, $ 0.3 million in 2025, $ 0.6 million in 2026, $ 0.4 million in 2027 and $ 0.2 million in 2028.
+Added: 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 $ 0.3 million in 2028.
(16) Commitments and Contingencies
Our principal commitments relate to long-term real estate leases and payment obligations to equipment and construction vendors, and for purchases of strategic real estate.
−Removed: We are involved in certain other claims and pending litigation arising from the ordinary conduct of business.
+Added: 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.
−Removed: 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.
+Added: 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.
5 unchanged sentences
For the years ended December 31, 2024, 2023 and 2022, there were 33,007 , 23,821 and 19,837 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.
−Removed: In the years ended December 31, 2023 and 2021, 34,045 and 65,000 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.
−Removed: No such shares were excluded from the calculation of diluted earnings per share for the year ended December 31, 2022.
+Added: In the year ended December 31, 2023, 34,045 shares were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive.
+Added: No such shares were excluded from the calculation of diluted earnings per share for the years ended December 31, 2024 or 2022.
UNIVERSAL LOGISTICS HOLDINGS, INC.
2 unchanged sentences
(18) Segment Reporting
−Removed: We report our financial results in four distinct reportable segments:
−Removed: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides.
+Added: During 2024, we changed the way we aggregate our business units and adopted a new segment reporting structure.
+Added: In connection with this change, the historical results of the terminated company-managed brokerage business is included in other non-reportable segments.
+Added: As a result, we now report our financial results in three distinct reportable segments:
+Added: 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.
−Removed: 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.
+Added: 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).
−Removed: 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.
−Removed: 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.
−Removed: Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries.
−Removed: Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker.
+Added: Operations included in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers.
+Added: Other non-reportable segments are comprised of legacy company-managed brokerage operations and the Company’s subsidiaries that provide support services to other subsidiaries.
+Added: The Company’s President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM).
+Added: Our CODM is responsible for reviewing segment performance and making decisions regarding the allocation of resources.
+Added: The CODM uses income from operations compared to budgeted, forecasted, and prior period amounts to assess segment performance.
+Added: Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the CODM.
The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2024, 2023 and 2022 (in thousands):
−Removed: Operating Revenues
Contract Logistics
−Removed: Company-managed brokerage
Total operating revenues (1)
−Removed: Eliminated Inter-segment Revenues
−Removed: Contract logistics
−Removed: Company-managed brokerage
−Removed: Total eliminated inter-segment revenues
+Added: Operating expenses:
+Added: Purchased transportation and equipment rent
+Added: Direct personnel and related benefits
+Added: Operating supplies and expenses
+Added: Commission expense
+Added: Occupancy expense
+Added: Depreciation and amortization
+Added: Other segment expenses (3)
+Added: Total operating expenses
+Added: Income from operations
+Added: (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.2 million, $ 3.0 million, and $ 0.1 million, respectively.
+Added: (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
+Added: (3) Other segment expenses include general and administrative, insurance and claims, impairments, and other corporate allocations to reportable segments.
UNIVERSAL LOGISTICS HOLDINGS, INC.
2 unchanged sentences
(18) Segment Reporting—continued
−Removed: Income from Operations
+Added: 2023 (Recast)
Contract Logistics
−Removed: Company-managed brokerage
−Removed: Total income from operations
+Added: Total operating revenues (1)
+Added: Operating expenses:
+Added: Purchased transportation and equipment rent
+Added: Direct personnel and related benefits
+Added: Operating supplies and expenses
+Added: Commission expense
+Added: Occupancy expense
Depreciation and amortization
+Added: Other segment expenses (3)
+Added: Total operating expenses
+Added: Income from operations
+Added: (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.6 million, $ 3.0 million, and $ 0.6 million, respectively.
+Added: (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
+Added: (3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.
+Added: 2022 (Recast)
Contract Logistics
−Removed: Company-managed brokerage
−Removed: Total depreciation and amortization
+Added: Total operating revenues (1)
+Added: Operating expenses:
+Added: Purchased transportation and equipment rent
+Added: Direct personnel and related benefits
+Added: Operating supplies and expenses
+Added: Commission expense
+Added: Occupancy expense
+Added: Depreciation and amortization
+Added: Other segment expenses (3)
+Added: Total operating expenses
+Added: Income from operations
+Added: (1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 4.7 million, $ 8.5 million, and $ 0.2 million, respectively.
+Added: (2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
+Added: (3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.
+Added: UNIVERSAL LOGISTICS HOLDINGS, INC.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2024, 2023 and 2022
+Added: (18) Segment Reporting—continued
We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia.
6 unchanged sentences
(19) Subsequent Events
−Removed: On January 11, 2024, we closed on the purchase of real property in Savannah, Chatham County, Georgia.
−Removed: The purchase price was $ 13.0 million.
−Removed: We previously made a deposit of $ 0.3 million and used a combination of available cash on hand and funds borrowed under its existing line of credit to fund the balance at closing.
−Removed: UNIVERSAL LOGISTICS HOLDINGS, INC.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2023, 2022 and 2021
−Removed: (18) Subsequent Events—continued
−Removed: On February 14, 2024, we retired 4,722,877 shares of our treasury stock.
−Removed: When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital.
−Removed: The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings.
−Removed: There was no effect on our overall equity position as a result of the retirement.
On February 6, 2025 , our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to shareholders of record at the close of business on March 3, 2025 and is expected to be paid on April 1, 2025 .
−Removed: 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.
+Added: Declaration of future cash dividends is subject to final determination by the Board 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.
+Added: On February 27, 2025, the Company closed on the purchase of a terminal in Memphis, TN.
+Added: The purchase price was $ 30.0 million.
+Added: The Company used funds borrowed under its existing line of credit to fund the balance at closing.
CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
4 unchanged sentences
Based upon this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, as described below.
+Added: However, after giving full consideration to the material weakness described below, and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.
+Added: GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.
Inherent Limitations over Internal Controls
15 unchanged sentences
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We identified a material weakness in controls designed to identify potential data-entry errors in contracted rates and quantities associated with their invoices and amounts recorded as unbilled revenue.
+Added: In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, we identified a material weakness resulting from errors in our financial statement preparation and the accounting for non-routine transactions that created changes within our business.
+Added: The primary cause of the errors was the need for additional technical accounting resources to allow us to accurately record and properly present our financial statements and related disclosures.
The effectiveness of our internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in its report included herein.
This report contains an adverse opinion on the effectiveness of our internal control over financial reporting.
+Added: The scope of management’s assessment as of December 31, 2024 did not include an assessment of the internal controls over financial reporting during 2024 for Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd.
+Added: (collectively “Parsec”), which were acquired during 2024.
+Added: Management has excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 Parsec’s internal control over financial reporting associated with total assets of 11.8% and total revenues of 3.2% of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
Remediation and Plans for Remediation of Material Weakness
1 unchanged sentence
Management is currently in the process of planning for and implementing remediation efforts to address the identified material weakness.
−Removed: We plan to remediate our material weakness by modifying our policies and procedures for the timely review and approval of those contracted rates that are entered into the system.
−Removed: We also plan to add a monitoring control that requires a secondary review of all contracted rates entered into the system to ensure they are being reviewed timely and entered accurately, and enhance the controls associated with invoices to ensure they reflect contracted rates.
−Removed: Management believes the steps outlined above will resolve the control deficiencies identified.
+Added: We plan on remediating our material weakness by enhancing our internal staff of accounting and financial reporting employees with employees that have the requisite technical accounting knowledge.
+Added: We also plan to expand our use of external consulting firms to provide advisory support for technical accounting guidance.
+Added: We further intend to design and implement controls to formalize review procedures around the financial close process with appropriate segregation of duties.
+Added: Management believes the steps outlined above will resolve the material weakness identified.
We will continue to monitor and improve our internal controls over financial reporting.
2 unchanged sentences
Changes in Internal Controls
−Removed: Except as otherwise discussed above, there were no changes in our internal control over financial reporting during the fourth quarter of 2023, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the fourth quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc., a Michigan corporation, and subsidiaries (collectively, the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: We have audited the internal control over financial reporting of Universal Logistics Holdings, Inc.
+Added: (a Michigan corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
1 unchanged sentence
The following material weakness has been identified and included in management’s assessment.
−Removed: Management identified a material weakness in controls designed to identify potential data-entry errors in contracted rates and quantities associated with their invoices and amounts recorded as unbilled revenue.
+Added: Management identified a material weakness resulting from errors in the financial statement preparation and the accounting for non-routine transactions that created changes within the Company’s business.
+Added: The primary driver of the errors was the need for additional technical accounting resources to allow the Company to accurately record and properly present their financial statements and related disclosures.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
1 unchanged sentence
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting (“Management’s Report”).
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
5 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Parsec, LLC, OB Leasing, LLC, or Parsec Intermodal of Canada Ltd.
+Added: (collectively “Parsec”), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 11.8 and 3.2 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
+Added: As indicated in Management’s Report, Parsec was acquired during 2024.
+Added: Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Parsec.
Definition and Limitations of Internal Control over Financial Reporting
12 unchanged sentences
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: Portions of the information required by Part III of Form 10-K are, pursuant to General Instruction G(3) of Form 10-K, incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
−Removed: We will, within 120 days of the end of our fiscal year, file with the Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A.
DIRECTORS, EXECUTIVE OF FICERS, AND CORPORATE GOVERNANCE
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
+Added: The information required by this Item, with the exception of the Code of Business Conduct and Ethics (“Code of Business Conduct”) discussed below, is incorporated herein by reference to the definitive proxy statement to be filed with the SEC within 120 days after December 31, 2024, in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Shareholders (the “2025 Proxy Statement”) and is incorporated herein by reference.
+Added: We adopted our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer and all other officers, employee associates, and directors.
+Added: The Code of Business Conduct is available on our website, www.universallogistics.com in the “Investor Relations” section.
+Added: We will provide a hard copy of the Code of Business Conduct, free of charge, to any shareholder who requests it in writing from our Secretary.
+Added: We will post on our website any amendment to, or waiver from, any provision of our Code of Business Conduct that applies to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer (if any) within four business days of any such event.
EXECUTI VE COMPENSATION
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
+Added: The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
+Added: The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
The following table presents information about equity plans under which equity securities of the Company are authorized for issuance at December 31, 2024:
13 unchanged sentences
As of December 31, 2024, the Company has no outstanding options, warrants or rights that require payment of an exercise price.
+Added: The remaining information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
+Added: The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
PRINCIPAL ACCOU NTING FEES AND SERVICES
−Removed: The information required by this Item is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A for our Annual Meeting of Shareholders to be held on April 24, 2024.
+Added: The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES
(1) Financial Statements
−Removed: Report of Independent Registered Public Accounting Firm (GRANT THORNTON LLP;
−Removed: Southfield, Michigan;
−Removed: PCAOB ID 248 )
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 248 )
Consolidated Balance Sheets
6 unchanged sentences
Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included elsewhere in this Form 10-K.
+Added: Equity Purchase Agreement dated September 30, 2024 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 1, 2024)
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)
13 unchanged sentences
(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)
−Removed: Credit and Security Agreement dated as of November 27, 2018 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, certain subsidiaries of Universal Logistics Holdings, Inc., as guarantors, and KeyBank National Association as administrative agent and lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 29, 2018)
−Removed: First Amendment Agreement dated September 30, 2022 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 3, 2022)
+Added: Second Amendment Agreement dated April 5, 2024 among Universal Management Services, Inc., certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 9, 2024)
Credit and Security Agreement dated September 30, 2022 among UACL Logistics Holdings, LLC, certain of its affiliates identified therein as Borrowers, KeyBank National Association, and the Lenders party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed October 3, 2022
1 unchanged sentence
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers with reporting obligations under Section 16 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 27, 2023)
+Added: Composite Sublease Agreement dated August 12, 2024 between Universal Development of Tennessee, LLC and Ford Motor Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)
+Added: Limited Indemnity Agreement dated August 12, 2024 between Universal Logistics Holdings, Inc.
+Added: and Ford Motor Company (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 13, 2024)
+Added: Securities Trading Policy
Subsidiaries of the Registrant
53 unchanged sentences
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.