What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 143 added, 252 removed, 415 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 28,

Current assets:

14 unchanged sentences

Deferred income taxes

Liabilities and Shareholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

13 unchanged sentences

Total long-term liabilities

Shareholders' equity:

Stockholders' equity:

Common stock, no par value.

5 unchanged sentences

Treasury stock, at cost;

1,957 and 4,722,877 shares

Retained earnings

Accumulated other comprehensive income (loss):

Accumulated other comprehensive (loss):

Interest rate swaps, net of income taxes of $ 255 and $ 412 , respectively

Foreign currency translation adjustments

Total shareholders’ equity

Total liabilities and shareholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Operating revenues:

14 unchanged sentences

Depreciation and amortization

Impairment expense

Total operating expenses

13 unchanged sentences

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Other comprehensive income (loss):

Unrealized changes in fair value of interest rate swaps,

net of income taxes of $( 480 ), $ 131 , $( 296 ) and $ 221 , respectively

Unrealized changes in fair value of interest rate swaps, net of income taxes of

$( 158 ) and $ 202 , respectively

Foreign currency translation adjustments

5 unchanged sentences

(In thousands)

Thirty-nine Weeks Ended

September 28,

September 30,

Thirteen Weeks Ended

Cash flows from operating activities:

2 unchanged sentences

Noncash lease expense

Impairment expense

Gain on marketable equity securities

17 unchanged sentences

Proceeds from the sale of marketable securities

Acquisition of business

Net cash used in investing activities

5 unchanged sentences

Dividends paid

Capitalized financing costs

Purchases of treasury stock

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash

Net increase (decrease) in cash

Cash and cash equivalents – beginning of period

3 unchanged sentences

Cash paid for income taxes

Non-cash operating and financing activities:

During the thirteen-week period ended March 29, 2025, the Company had non-cash activities resulting from the $ 2.8 million of declared dividends that were unpaid as of the end of the period.

See accompanying notes to consolidated financial statements.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Consolidated Statements of Shareholders’ Equity

Unaudited Consolidated Statements of Stockholders’ Equity

(In thousands, except per share data)

5 unchanged sentences

Stock based compensation

Balances – April 1, 2023

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Balances - July 1, 2023

Comprehensive income (loss)

Purchases of treasury stock

Dividends ($ 0.105 per share)

Stock based compensation

Balances – September 30, 2023

Balances – December 31, 2023

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Retirement of treasury stock

Balances – March 30, 2024

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Purchases of treasury stock

Balances - June 29, 2024

Balances – December 31, 2024

Comprehensive income (loss)

1 unchanged sentence

Stock based compensation

Balances – September 28, 2024

Balances – March 29, 2025

See accompanying notes to consolidated financial statements.

12 unchanged sentences

Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks.

The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended September 28, 2024.

These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported.

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

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

During the third quarter of 2024, the Company identified certain triggering events related to a component of its former company-managed brokerage reporting segment.

In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment, and recorded an additional goodwill impairment charge of $ 0.9 million during the quarter ended September 28, 2024.

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

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

The change resulted in additional depreciation expense of $ 11.3 million recorded during the quarter ended June 29, 2024 ($ 8.5 million net of tax, or $ 0.32 per basic and diluted share).

In January 2024, the Company’s value-added business began performing specialty project development services for certain customers.

Contract assets represent amounts for which the Company has recognized revenue in excess of billings pursuant to the revenue recognition guidance.

As of September 28, 2024 and December 31, 2023, contract assets associated with certain contracts with customers recognized over time are included as contract assets in the Company’s consolidated balance sheets.

Contract assets associated with other contracts with customers were reclassified from prepaid expenses and other on the consolidated balance sheets to contract assets.

During the first quarter of 2024, the Company identified certain triggering events related to a component of the intermodal reporting segment.

During the first quarter of 2025, the Company identified certain triggering events related to components of the intermodal reporting segment.

In accordance with ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment.

The results of those procedures concluded that no impairments were present.

After performing the evaluation, it was determined that a change in the estimated useful lives of certain definite lived intangible assets was appropriate and was adjusted during the period.

The change resulted in additional amortization expense of $ 2.2 million ($ 1.7 million net of tax, or $ 0.06 per basic and diluted share) recorded during each of the quarters ended March 30, 2024, June 29, 2024 and September 28, 2024.

Current Economic Conditions

The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information.

The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs.

The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including disruptions to the global supply chain resulting from new or additional tariffs and the negative impact inflationary pressures can have on our operating costs.

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

New or increased tariffs on imported goods could also impose additional costs on our business or cause disruption in global supply chains.

Such disruptions could lead to a decrease in shipping volumes, which would have an adverse impact on our revenues and results of operations.

(2) Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

Early adoption is permitted.

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

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740).

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction.

2 unchanged sentences

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

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which expands disclosures about certain categories of expenses.

This ASU is effective for fiscal years beginning after December 15, 2026.

We are currently evaluating the impact of the new standard on our consolidated financial statements and disclosures.

(3) Revenue Recognition

8 unchanged sentences

Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition – continued

Dedicated services are primarily provided in support of automotive and retail customers using van equipment.

7 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.

Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development.

Value-added 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.

Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs.

5 unchanged sentences

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(3) Revenue Recognition - continued

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

The specialty project development service is generally accounted for as a single unit of account (i.e., as a single performance obligation).

The specialty project development service is accounted for as a single unit of account (i.e., as a single performance obligation).

Revenue is recognized over time as the Company continuously transfers control of the project to the customer.

Because we transfer control of the project over time, we recognize revenue to the extent of our progress towards completion of our performance obligations.

We generally use the cost-to-cost method for these contracts, which measures progress towards completion for each performance obligation based on the ratio of costs incurred to date to the total estimated costs at completion for the applicable performance obligation.

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.

Incurred cost represents work performed, which corresponds with and thereby best represents the transfer of control to the customer.

1 unchanged sentence

Cost of operations consists of labor, materials, subcontractor costs, and other direct and indirect costs, and we include them in operating supplies and expenses on the consolidated statements of income.

Due to the nature of the work we are required to perform under these types of contracts, estimating total revenue and cost at completion is complex, subject to many variables and requires significant judgment.

Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined.

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

September 28,

Contract assets

1 unchanged sentence

We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services.

As it relates to our specialty development project, we will receive payments in 120 equal monthly installments commencing the month following substantial completion of the project.

Contract assets in the table above generally relates to revenue recognized in excess of billings for its specialty development project, as well as revenue in-transit at the end of the reporting period.

As it relates to our specialty development project, we will receive payments in 120 equal monthly installments.

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.

During the thirteen-week periods ended March 29, 2025 and March 30, 2024, we recorded $ 2.9 million and $ 0.2 million of interest income, respectively, related to the specialty development project.

As of December 31, 2023, the contract asset balance was $ 0.7 million.

As of March 29, 2025 and December 31, 2024, the amortization of the contract asset for cash payments received was $ 2.8 million and $ 0.9 million, respectively.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(4) Marketable Securities

2 unchanged sentences

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

September 28,

Unrealized gain

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

September 28,

Gross unrealized gains

1 unchanged sentence

Net unrealized gains

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(4) Marketable Securities – continued

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

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

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Realized gain

3 unchanged sentences

Realized gain, net of taxes

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

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

(5) Acquisitions

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

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

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

The total cash purchase price was $ 10.0 million.

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

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

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

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

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

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

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

Property and equipment

Intangible assets

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

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

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

Balance as of January 1, 2024

Goodwill impairment

Balance as of September 28, 2024

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

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

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

The Company did no t sell marketable equity securities during the thirteen-week period ended March 30, 2024.

During the thirteen-week periods ended March 29, 2025 and March 30, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 518,000 and $ 990,000 , respectively, which was reported in other non-operating income for the period.

(5) Accrued Expenses and Other Current Liabilities

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

September 28,

Accrued payroll

3 unchanged sentences

Commissions, other taxes and other

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

Debt is comprised of the following (in thousands):

Interest Rates

at September 28, 2024

September 28,

at March 29, 2025

Outstanding Debt:

12 unchanged sentences

The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions.

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

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Debt – continued

At March 29, 2025, we were in compliance with all covenants under the facility, and $ 74.6 million was available for borrowing on the revolver.

(2) Our UACL Credit Agreement provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver.

5 unchanged sentences

The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions.

At September 28, 2024, we were in compliance with all covenants under the facility, and $ 5.0 million was available for borrowing on the revolver.

(3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary.

The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %.

At March 29, 2025, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver.

(3) Our Equipment Financing consists of a series of promissory notes issued by wholly owned subsidiaries.

The equipment notes are secured by liens on specific titled vehicles or operating equipment.

The notes are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.31 %.

One equipment note is payable in 72 monthly installment and bears interest at Term SOFR , plus an applicable margin equal to 2.25 %.

(4) Our Real Estate Facility consists of a $ 165.4 million term loan, and the facility matures on April 29, 2032 .

2 unchanged sentences

The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %.

At September 28, 2024, we were in compliance with all covenants under the facility.

At March 29, 2025, we were in compliance with all covenants under the facility.

(5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities.

1 unchanged sentence

The amount available under the line of credit is based on a percentage of the market value of the underlying securities.

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

At March 29, 2025, the maximum available borrowings under the line of credit were $ 6.0 million.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(6) Debt – continued

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

2 unchanged sentences

The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 71.7 million.

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

At March 29, 2025, the fair value of the swap agreement was an asset of $ 1.0 million.

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

11 unchanged sentences

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(9) Fair Value Measurements and Disclosures – continued

We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

September 28,

Fair Value Measurement

6 unchanged sentences

Interest rate swap

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(7) Fair Value Measurements 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 to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.

Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings.

Our Revolving Credit Facility, UACL Credit Agreement, Real Estate Facility and one equipment note consist of variable rate borrowings.

We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy.

The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements.

For our Equipment Financing 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.

We categorize these borrowings as Level 2 in the fair value hierarchy.

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

The carrying value and estimated fair value of these promissory notes at March 29, 2025 is summarized as follows:

Carrying Value

2 unchanged sentences

We have not elected the fair value option for any of our financial instruments.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

As of September 28, 2024, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

As of March 29, 2025, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment.

Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement.

1 unchanged sentence

These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable.

Our 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.

Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised.

As of September 28, 2024, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.

As of March 29, 2025, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.

Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet.

2 unchanged sentences

For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts.

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

Thirteen Weeks Ended September 28, 2024

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Sublease income

Total lease cost

Thirteen Weeks Ended September 30, 2023

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Sublease income

Total lease cost

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(8) Leases – continued

Thirty-nine Weeks Ended September 29, 2024

The following table summarizes our lease costs for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended March 29, 2025

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

Thirty-nine Weeks Ended September 30, 2023

Thirteen Weeks Ended March 30, 2024

With Affiliates

3 unchanged sentences

Variable lease cost

Sublease income

Total lease cost

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

September 28, 2024

The following table summarizes other lease related information as of and for the thirteen week periods ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended March 29, 2025

Other information

3 unchanged sentences

Weighted-average discount rate

September 30, 2023

Thirteen Weeks Ended March 30, 2024

Other information

1 unchanged sentence

Right-of-use assets obtained in exchange for new operating lease liabilities

Right-of-use assets change due to lease termination

Weighted-average remaining lease term (in years)

3 unchanged sentences

(8) Leases – continued

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

Future minimum lease payments under these operating leases as of March 29, 2025, are as follows (in thousands):

With Affiliates

6 unchanged sentences

Moroun is Chair of our Board of Directors and his son, Matthew J.

Moroun, is a member of our Board of Directors.

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.

Calderone, a member of our Board of Directors, is special trustee of these trusts with voting authority over the shares.

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.

The Audit Committee of our Board of Directors reviews and approves related party transactions.

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.

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

The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Real estate rent and related costs

9 unchanged sentences

See Note 8, “Leases” for further information regarding the cost of leased properties.

We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling shareholder.

In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables.

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

At March 29, 2025 and December 31, 2024, there were $ 22.1 million and $ 19.5 million, respectively, included in each of these accounts for insured claims.

UNIVERSAL LOGISTICS HOLDINGS, INC.

2 unchanged sentences

Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business.

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

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

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

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

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

In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for $ 8.3 million.

The purchase price was established by an independent, third-party appraisal.

The Company made an initial deposit of $ 0.2 million in 2022, and paid the balance at closing in the first quarter of 2023.

At March 29, 2025 and December 31, 2024, amounts due to affiliates were $ 24.2 million and $ 23.3 million, respectively.

During the thirteen weeks March 29, 2025, we contracted with an affiliate to provide real property improvements for us totaling $ 4.4 million.

There were no such purchases made during the thirteen weeks ended March 30, 2024.

During the thirteen weeks ended March 30, 2024, we purchased trailers from an affiliate totaling $ 1.6 million.

There were no such purchases made during the thirteen weeks ended March 29, 2025.

Services provided by Universal to Affiliates

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.

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

Truck fueling and administrative expenses are presented net in operating expense.

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

Following is a schedule of services provided to affiliates for the thirteen weeks and ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contracted transportation services

Facilities and related support

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

At March 29, 2025 and December 31, 2024, amounts due from affiliates were $ 1.0 million and $ 1.3 million, respectively.

(10) Stock Based Compensation

In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors.

These restricted stock awards have a fair value of $ 45.22 per share, based on the closing price of our stock on the grant date, and vested immediately.

In February 2025, we granted 24,195 shares of restricted stock under our equity plan to certain employees, including 5,887 shares to our Chief Executive Officer and 7,521 shares to our Chief Financial Officer.

1 unchanged sentence

The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.

In February 2025, we granted 1,904 shares of restricted stock under our equity plan to one of our employees.

This restricted stock award has a fair value of $ 27.46 per share, based on the closing price of our stock on the grant date.

The shares will vest in four equal installments on each March 15 in 2026, 2027, 2028, and 2029, subject to their continued employment with us.

In May 2024, we granted 1,545 shares of common stock under our equity plan to non-employee directors.

These restricted stock awards have a fair value of $ 45.22 per share, based on the closing price of our stock on the grant date, and vested immediately.

In February 2024, we granted 21,105 shares of restricted stock under our equity plan to certain employees, including 5,160 shares to our Chief Executive Officer and 5,223 shares to our Chief Financial Officer.

The restricted stock awards have a grant date fair value of $ 31.96 per share, based on the closing price of our stock.

The shares will vest in four equal installments on each March 15 in 2025, 2026, 2027, and 2028, subject to their continued employment with us.

In 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.

4 unchanged sentences

The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(12) Stock Based Compensation – continued

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

4 unchanged sentences

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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(10) Stock Based Compensation – continued

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

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

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

Average Grant

1 unchanged sentence

Non-vested at January 1, 2025

Balance at September 28, 2024

In the thirty-nine week periods ended September 28, 2024 and September 30, 2023, the total grant date fair value of vested shares recognized as compensation costs was $ 0.8 million and $ 0.3 million, respectively.

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

As of September 28, 2024, there was approximately $ 2.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

Balance at March 29, 2025

In the thirteen week periods ended March 29, 2025 and March 30, 2024, the total grant date fair value of vested shares recognized as compensation costs was $ 0.4 million and $ 0.7 million, respectively.

As of March 29, 2025, there was approximately $ 2.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements.

That cost is expected to be recognized on a straight-line basis over the remaining vesting period.

3 unchanged sentences

Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method.

For the thirteen weeks and thirty-nine weeks ended September 28, 2024, there were 35,546 and 31,106 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

For the thirteen weeks and thirty-nine weeks ended September 30, 2023, we included 24,021 and 26,553 weighted average non-vested shares of restricted stock, respectively, in the denominator for the calculation of diluted earnings per share.

No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share due to anti-dilution during the thirteen weeks or thirty-nine weeks ended September 28, 2024 or September 30, 2023.

For the thirteen weeks ended March 29, 2025 and March 30, 2024, there were 26,221 and 21,011 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share due to anti-dilution during the thirteen weeks ended March 29, 2025 or March 30, 2024.

(12) Dividends

On July 25, 2024 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on October 1, 2024 to shareholders of record at the close of business on September 2, 2024 .

On February 6, 2025 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on April 1, 2025 to shareholders of record at the close of business on March 3, 2025 .

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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(13) Segment Reporting

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

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

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

We report our financial results in three distinct reportable segments:

contract logistics, intermodal and trucking, which are based primarily on the services each segment provides.

2 unchanged sentences

Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers).

Operations aggregated in our trucking segment are associated with individual freight shipments coordinated primarily by our agents using a mix of owner-operators, company equipment and broker carriers.

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.

Other non-reportable segments are comprised of legacy company-managed brokerage operations and the Company’s subsidiaries that provide support services to other subsidiaries.

Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker.

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

Operating Revenues

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

The Company’s President and Chief Executive Officer serves as our Chief Operating Decision Maker (CODM).

Our CODM is responsible for reviewing segment performance and making decisions regarding the allocation of resources.

The CODM uses income from operations compared to budgeted, forecasted, and prior period amounts to assess segment performance.

Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the CODM.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(13) Segment Reporting – continued

The following tables summarize information about our reportable segments for the thirteen week periods ended March 29, 2025 and March 30, 2024 (in thousands):

Thirteen Weeks Ended March 29, 2025

Contract Logistics

Total operating revenues (1)

Eliminated Inter-segment Revenues

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

Contract logistics

Total eliminated inter-segment revenues

Operating expenses:

Purchased transportation and equipment rent

Direct personnel and related benefits

Operating supplies and expenses

Commission expense

Occupancy expense

Depreciation and amortization

Other segment expenses (3)

Total operating expenses

Income from operations

Thirteen Weeks Ended

Thirty-nine Weeks Ended

September 28,

September 30,

September 28,

September 30,

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.1 million, $ 1.1 million, and $ 0.0 million, respectively.

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

(3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.

Thirteen Weeks Ended March 30, 2024 (Recast)

Contract Logistics

Total income from operations

Total operating revenues (1)

Operating expenses:

Purchased transportation and equipment rent

Direct personnel and related benefits

Operating supplies and expenses

Commission expense

Occupancy expense

Depreciation and amortization

Other segment expenses (3)

Total operating expenses

Income from operations

(1) Eliminated intersegment revenues in the contract logistics, intermodal and trucking segments were $ 0.1 million, $ 0.4 million, and $ 0.1 million, respectively.

(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.

(3) Other segment expenses include general and administrative, insurance and claims, and other corporate allocations to reportable segments.

UNIVERSAL LOGISTICS HOLDINGS, INC.

6 unchanged sentences

However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

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

At March 29, 2025, approximately 43 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, 24 % of which are subject to contracts that expire in 2025.

(15) Subsequent Events

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

On April 24, 2025 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on July 1, 2025 to stockholders of record at the close of business on June 2, 2025 .

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

(collectively, “Parsec”).

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

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

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

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

On April 10, 2025, the Company closed on the purchase of a terminal in Savannah, GA.

The purchase price was $ 16.0 million.

The Company used funds borrowed under its existing line of credit to fund the balance at closing.

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

What changed 10-Q

Item 1. Financial Statements