What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 152 added, 76 removed, 482 unchanged (32% of the section changed)

8 unchanged sentences

and $ 7,806 , respectively

Contract assets

Contract receivable

Other receivables

Prepaid expenses and other

Prepaid income taxes

Due from affiliates

4 unchanged sentences

Intangible assets – net of accumulated amortization of $ 166,396 and $ 155,290 , respectively

Contract assets, net of current portion

Contract receivable, net of current portion

Deferred income taxes

20 unchanged sentences

26,319,754 shares issued;

26,330,436 and 26,317,326 shares outstanding,

26,329,587 and 26,317,326 shares outstanding, respectively

Paid-in capital

Treasury stock, at cost;

6,079 and 2,428 shares

Retained earnings

9 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Operating revenues:

29 unchanged sentences

Thirteen Weeks Ended

Twenty-six Weeks Ended

Other comprehensive income (loss):

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

$( 158 ) and $ 202 , respectively

Unrealized changes in fair value of interest rate swaps,

net of income taxes of $( 73 ), $( 18 ), $( 231 ) and $ 184 , respectively

Foreign currency translation adjustments

5 unchanged sentences

(In thousands)

Thirteen Weeks Ended

Twenty-six Weeks Ended

Cash flows from operating activities:

3 unchanged sentences

Gain on marketable equity securities

Loss (gain) on disposal of property and equipment

Gain on disposal of property and equipment

Amortization of debt issuance costs

4 unchanged sentences

Trade and other accounts receivable

Contract assets, prepaid expenses and other assets

Contract receivable, prepaid income taxes, prepaid expenses and other assets

Principal reduction in operating lease liabilities

15 unchanged sentences

Dividends paid

Net cash provided by (used in) financing activities

Purchases of treasury stock

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

6 unchanged sentences

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.

During the twenty-six week period ended June 28, 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.

10 unchanged sentences

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

3 unchanged sentences

Balances – March 29, 2025

Comprehensive income (loss)

Dividends ($ 0.105 per share)

Stock based compensation

Purchases of treasury stock

Balances - June 28, 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.

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.

The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended June 28, 2025.

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

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

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

Current Economic Conditions

44 unchanged sentences

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

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

The specialty project development service is 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.

In 2024, value-added services included a specialty project development for a specific customer.

The specialty project development service was accounted for as a single unit of account (i.e., as a single performance obligation), which was completed in 2024.

Revenue was recognized over time as the Company transferred control of the project to the customer.

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

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.

Revenue, including estimated fees or profits, is recorded proportionately as costs are incurred.

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

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.

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

Revenue, including estimated fees or profits, was recorded proportionately as costs were incurred.

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

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

Contract assets

Contract assets, net of current portion

Prepaid expenses and other - contract assets

Contract assets in the table above relates to revenue in-transit at the end of the reporting period.

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.

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

During the thirteen-week periods ended June 28, 2025 and June 29, 2024, we recorded $ 2.8 million and $ 0.8 million of interest income, respectively, related to the specialty development project contract receivable.

During the twenty-six week periods ended June 28, 2025 and June 29, 2024, we recorded $ 5.7 million and $ 1.1 million of interest income, respectively, related to the same 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.

9 unchanged sentences

Net unrealized gains

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

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

Thirteen Weeks Ended

Twenty-six Weeks Ended

Realized gain

3 unchanged sentences

Realized gain, net of taxes

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.

The Company did no t sell marketable equity securities during the thirteen-week or twenty-six week periods ended June 29, 2024.

During the thirteen-week and twenty-six week periods ended June 28, 205, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $( 254,000 ) and $ 264,000 , respectively, which was reported in other non-operating income (expense) for the period.

During the thirteen-week and twenty-six week periods ended June 29, 2024, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $( 195,000 ) and $ 795,000 , respectively, which was reported in other non-operating income (expense) for the period.

(5) Accrued Expenses and Other Current Liabilities

9 unchanged sentences

Interest Rates

at March 29, 2025

at June 28, 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 March 29, 2025, we were in compliance with all covenants under the facility, and $ 74.6 million was available for borrowing on the revolver.

At June 28, 2025, we were in compliance with all covenants under the facility, and $ 29.1 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 March 29, 2025, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver.

At June 28, 2025, we were in compliance with all covenants under the facility, and $ 7.8 million was available for borrowing on the revolver.

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

6 unchanged sentences

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

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

At June 28, 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 March 29, 2025, the maximum available borrowings under the line of credit were $ 6.0 million.

At June 28, 2025, the maximum available borrowings under the line of credit were $ 5.2 million.

UNIVERSAL LOGISTICS HOLDINGS, INC.

5 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 $ 69.2 million.

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

At June 28, 2025, the fair value of the swap agreement was an asset of $ 0.7 million.

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

35 unchanged sentences

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

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

The carrying value and estimated fair value of these promissory notes at June 28, 2025 is summarized as follows:

Carrying Value

2 unchanged sentences

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

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.

As of June 28, 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.

4 unchanged sentences

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

As of 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.

As of June 28, 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.

5 unchanged sentences

(8) Leases – continued

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

The following table summarizes our lease costs for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended June 28, 2025

With Affiliates

4 unchanged sentences

Total lease cost

Thirteen Weeks Ended March 30, 2024

Thirteen Weeks Ended June 29, 2024

With Affiliates

4 unchanged sentences

Total lease cost

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

Twenty-six Weeks Ended June 29, 2025

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Twenty-six Weeks Ended June 29, 2024

With Affiliates

With Third Parties

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Leases – continued

The following table summarizes other lease related information as of and for the twenty-six week periods ended June 28, 2025 and June 29, 2024 (in thousands):

Other information

1 unchanged sentence

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

Right-of-use asset change due to lease termination

Future right-of-use asset change due to a lease signed with a future commencement date

Weighted-average remaining lease term (in years)

Weighted-average discount rate

Thirteen Weeks Ended March 30, 2024

Other information

3 unchanged sentences

Weighted-average discount rate

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(8) Leases – continued

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

Future minimum lease payments under these operating leases as of June 28, 2025, are as follows (in thousands):

With Affiliates

4 unchanged sentences

Present value of lease liabilities

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

(9) Transactions with Affiliates

9 unchanged sentences

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 ended March 29, 2025 and March 30, 2024 (in thousands):

Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Real estate rent and related costs

11 unchanged sentences

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

At 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.

At June 28, 2025 and December 31, 2024, there were $ 21.6 million and $ 19.5 million, respectively, included in each of these accounts for insured claims.

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

At June 28, 2025 and December 31, 2024, amounts due to affiliates were $ 18.8 million and $ 23.3 million, respectively.

During the twenty-six weeks ended June 28, 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 twenty-six weeks ended June 29, 2024.

During the twenty-six weeks ended June 29, 2024, we purchased trailers from an affiliate totaling $ 3.1 million.

There were no such purchases made during the twenty-six weeks ended June 28, 2025 .

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(9) Transactions with Affiliates – continued

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

1 unchanged sentence

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 ended March 29, 2025 and March 30, 2024 (in thousands):

Following is a schedule of services provided to affiliates for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended

Twenty-six Weeks Ended

Contracted transportation services

Facilities and related support

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

At June 28, 2025 and December 31, 2024, amounts due from affiliates were $ 2.3 million and $ 1.3 million, respectively.

(10) Stock Based Compensation

In May 2025, we granted 2,802 shares of common stock under our equity plan to non-employee directors.

These restricted stock awards have a fair value of $ 22.47 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.

18 unchanged sentences

The shares vested on February 20, 2024.

In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer.

This restricted stock award has a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date.

The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us.

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(10) Stock Based Compensation – continued

In January 2020, we granted 60,000 shares of restricted stock under our equity plan to our Chief Executive Officer.

This restricted stock award has a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date.

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

3 unchanged sentences

Non-vested at January 1, 2025

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.

Balance at June 28, 2025

In the twenty-six week periods ended June 28, 2025 and June 29, 2024, the total grant date fair value of vested shares recognized as compensation costs was $ 0.4 million and $ 0.8 million, respectively.

Included in compensation cost during both the twenty-six week periods ended June 28, 2025 and June 29, 2024 was approximately $ 0.1 million recognized as a result of the grants of shares of stock to non-employee directors.

As of June 28, 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 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.

For the thirteen weeks and twenty-six weeks ended June 28, 2025, there were 9,810 and 16,002 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

For the thirteen weeks and twenty-six weeks ended June 29, 2024, 34,962 and 28,789 weighted average non-vested shares of restricted stock, respectively, were included in the denominator for the calculation of diluted earnings per share.

In the thirteen weeks and twenty-six weeks ended June 28, 2025, we excluded 57,585 and 40,022 shares, respectively, of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive.

No shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive during the thirteen weeks or twenty-six weeks ended June 29, 2024.

(12) Dividends

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 .

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 shareholders of record at the close of business on June 2, 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

10 unchanged sentences

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 thirteen week and twenty-six week periods ended June 28, 2025 and June 29, 2024 (in thousands):

Thirteen Weeks Ended June 28, 2025

Contract Logistics

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, $ 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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

1 unchanged sentence

(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

Thirteen Weeks Ended June 29, 2024 (Recast)

Contract Logistics

13 unchanged sentences

(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)

Twenty-six Weeks Ended June 29, 2025

Contract Logistics

15 unchanged sentences

Notes to Unaudited Consolidated Financial Statements - Continued

(13) Segment Reporting – continued

Twenty-six Weeks Ended June 29, 2024 (Recast)

Contract Logistics

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, $ 1.1 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.

(14) Commitments and Contingencies

4 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 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.

At June 28, 2025, approximately 40 % of our employees were subject to collective bargaining agreements that are renegotiated periodically, 23 % of which are subject to contracts that expire in 2025.

(15) Subsequent Events

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

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.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA” or the “Act”) was signed into law.

The Act includes significant provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and restoration of favorable tax treatments for certain business provisions.

ASC 740, “ Income Taxes ,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

We are currently evaluating the impact of the OBBBA on our consolidated financial statements and will record the effects on deferred tax balances in the third quarter.

We do not expect the new legislation to have a material impact on our results of operations.

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