What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 129 added, 53 removed, 139 unchanged (57% of the section changed)

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Our truckload, brokerage and intermodal services are associated with individual freight shipments coordinated by our agents and company-managed terminals, while our dedicated and value-added services are provided to specific customers on a contractual basis, generally pursuant to contract terms of one year or longer.

The following table sets forth operating revenues resulting from each of these categories for the thirteen weeks ended March 29, 2025 and March 30, 2024, presented as a percentage of total operating revenues:

The following table sets forth operating revenues resulting from each of these categories for the thirteen weeks and twenty-six weeks ended June 28, 2025 and June 29, 2024, presented as a percentage of total operating revenues:

Thirteen Weeks Ended

Twenty-six Weeks Ended

Operating revenues:

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Results of Operations

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks ended March 29, 2025 and March 30, 2024:

Thirteen Weeks Ended June 28, 2025 Compared to Thirteen Weeks Ended June 29, 2024

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks ended June 28, 2025 and June 29, 2024, presented as a percentage of operating revenues:

Thirteen Weeks Ended

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Income from operations

Interest income (expense), net

Interest expense, net

Other non-operating income

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Income tax expense

Thirteen Weeks Ended March 29, 2025 Compared to Thirteen Weeks Ended March 30, 2024

Operating revenues .

The overall decrease in revenue was attributable to decreases in both our transportation and our logistics operations.

Operating revenues in the first quarter 2025 included $56.4 million attributable to our recent acquisition of Parsec.

First quarter 2024 revenues included $95.3 million attributable to our specialty development project in Stanton, TN, which was completed last year, and $29.4 million of revenue attributable to our now closed company-managed brokerage operation.

First quarter 2025 operating revenues included separately-identified fuel surcharges of $20.9 million compared to $24.7 million in the first quarter 2024.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $8.8 million during the first quarter 2025 compared to $8.5 million one year earlier.

The overall decrease in revenue was primarily attributable to decreases in our transportation-related services.

For comparison purposes, the second quarter of 2025 included $55.0 million of revenue attributable to our recent acquisition of Parsec, while the second quarter of 2024 included $44.6 million of revenue attributable to our specialty development program, which was completed in 2024, and $26.6 million of revenue attributable to our now closed company-managed brokerage operation.

Operating revenues included separately-identified fuel surcharges of $20.2 million in the second quarter 2025, compared to $24.5 million in the second quarter 2024.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $9.2 million during the second quarter 2025 compared to $8.1 million one year earlier.

Purchased transportation and equipment rent .

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The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.

In the first quarter 2025, transactional transportation-related service revenues decreased 29.1% compared to the prior year.

In the second quarter 2025, transactional transportation-related service revenues decreased 32.9% 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.

The increase in the first quarter 2025 was due to an increase in headcount in our contract logistics business due to the acquisition of Parsec.

The increase in the second quarter 2025 was due to an increase in headcount in our contract logistics business 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.

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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.

The main elements driving the decrease were expenses incurred in the prior year in connection with the contract logistics specialty development project, which was completed in 2024.

The main element driving the decrease was higher expenses incurred in the second quarter 2024 in connection with the contract logistics specialty development project, which was completed in 2024.

Commission expense .

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Occupancy expense .

The increase in occupancy expense was attributable to an increase in building rents.

General and administrative .

The decrease in general and administrative expense was primarily due to a decrease in salaries, wages, benefits and professional fees.

Insurance and claims .

The decrease in insurance and claims expense was primarily due to a decrease in cargo claims.

Depreciation and amortization .

The overall decrease in depreciation and amortization expense resulted from a $1.5 million decrease in depreciation.

During the second quarter 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.

These adjustments were partially offset by higher depreciation expense in the quarter, including depreciation attributable to the assets acquired from Parsec, and an additional $0.9 million increase in amortization expense attributable to our 2024 business acquisitions.

Interest expense, net .

The increase in net interest expense reflects an increase in our outstanding borrowings.

As of June 28, 2025, our outstanding borrowings were $798.6 million compared to $487.8 million at June 29, 2024.

Other non-operating income .

Other non-operating income decreased by $0.7 million compared to the same period last year.

The decrease was primarily attributable to a $0.8 million favorable legal settlement included in the second quarter 2024.

Income tax expense .

Our effective income tax rate was 25.7% in the second quarter 2025 compared to 25.3% in the second quarter 2024.

The decrease in income taxes is primarily the result of a decrease in taxable income.

Twenty-six Weeks Ended June 28, 2025 Compared to Twenty-six Weeks Ended June 29, 2024

The following table sets forth items derived from our consolidated statements of income for the twenty-six weeks ended June 28, 2025 and June 29, 2024, presented as a percentage of operating revenues:

Twenty-six Weeks Ended

Percent Change in Dollar Amount

(Dollars in millions)

Operating revenues

Operating expenses:

Purchased transportation and equipment rent

Direct personnel and related benefits

Operating supplies and expenses

Commission expense

Occupancy expense

General and administrative

Insurance and claims

Depreciation and amortization

Total operating expenses

Income from operations

Interest expense, net

Other non-operating income

Income before income taxes

Income tax expense

Operating revenues .

The overall decrease in operating revenues was attributable to decreases in both our transportation and our logistics operations.

For comparison purposes, the first half of 2025 included $111.4 million of revenue attributable to our recent acquisition of Parsec, while the first half of 2024 included $139.8 million of revenue attributable to our specialty development program, which was completed in 2024, and $55.9 million of revenue attributable to our now closed company-managed brokerage operation.

Operating revenues included separately-identified fuel surcharges of $41.1 million in the first half 2025, compared to $49.3 million in the first half 2024.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $18.0 million during the first half 2025 compared to $16.6 million one year earlier.

Purchased transportation and equipment rent .

Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers.

These fluctuations are generally correlated with changes in demand for transactional transportation-related services.

The absolute decrease in purchased transportation and equipment rental costs was primarily the result of an overall decrease in transactional transportation-related services.

In the first half 2025, transactional transportation-related service revenues decreased 31.1% compared to the prior year.

Direct personnel and related benefits .

The increase in the first half of 2025 was due to an increase in headcount in our contract logistics business due to the acquisition of Parsec.

Operating supplies and expenses .

The main element driving the decrease was higher expenses incurred in the first half of 2024 in connection with the contract logistics specialty development project, which was completed in 2024.

Commission expense .

Commission expense decreased due to decreased revenue in our agency-based truckload business.

Occupancy expense .

The increase in occupancy expense was attributable to an increase in building rents and property taxes.

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Insurance and claims .

The decrease in insurance and claims expense was primarily due to a decrease in cargo claims.

The decrease in insurance and claims expense was primarily due to decreases in cargo claims and contractor insurance.

Depreciation and amortization .

The increase in depreciation and amortization expense resulted from a $14.1 million increase in depreciation expense and a $0.7 million increase in amortization expense.

The increase in depreciation and amortization expense resulted from a $12.6 million increase in depreciation, including the additional depreciation attributable to the assets acquired from Parsec, and an additional $1.6 million increase in amortization expense attributable to our 2024 business acquisitions.

Interest expense, net .

The increase in net interest expense reflects an increase in our outstanding borrowings.

As of March 29, 2025, our outstanding borrowings were $740.0 million compared to $418.4 million at March 30, 2024.

As of June 28, 2025, our outstanding borrowings were $798.6 million compared to $487.8 million at June 29, 2024.

Other non-operating income .

Other non-operating income for the first quarter 2025 includes a $0.5 million pre-tax holding gain on marketable securities due to changes in fair value recognized in income compared to $1.0 million of pre-tax holding gains in the first quarter 2024.

Other non-operating income decreased by $1.3 million compared to the same period last year.

The decrease was primarily attributable to a $0.8 million favorable legal settlement included in the second quarter 2024.

Income tax expense .

Our effective income tax rate was 25.1% in the first quarter 2025 compared to 25.2% in the first quarter 2024.

The decrease in income tax expense is primarily the result of a decrease in taxable income.

Our effective income tax rate was 25.5% for the first half 2025 and 25.2% for the first half 2024.

The decrease in income taxes is primarily the result of a decrease in taxable income.

Segment Financial Results

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This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.

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

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):

Operating Revenues

Thirteen Weeks Ended

Twenty-six Weeks Ended

Contract logistics

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Thirteen Weeks Ended

Twenty-six Weeks Ended

Contract logistics

Total income from operations

Thirteen Weeks Ended March 29, 2025 Compared to Thirteen Weeks Ended March 30, 2024

Thirteen Weeks Ended June 28, 2025 Compared to Thirteen Weeks Ended June 29, 2024

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues decreased 1.1%.

Operating revenues in the first quarter 2025 included $56.4 million from the recent acquisition of Parsec.

First quarter 2024 revenues included $95.3 million attributable to our specialty development project in Stanton, TN, which was completed last year.

At the end of the first quarter 2025, we managed 87 value-added programs, compared to 71 in the first quarter 2024.

Included in contract logistics segment revenues for the thirteen weeks ended March 29, 2025, were $8.6 million in separately identified fuel surcharges from dedicated transportation services, unchanged from the same period last year.

Income from operations decreased $57.6 million and operating margin, as a percentage of revenue was 9.3% for the first quarter 2025, compared to 26.0% in the first quarter 2024.

Operating revenues in the intermodal segment decreased 9.8% primarily due to a decrease in the number of loads hauled and in the average operating revenue per load, excluding fuel surcharges.

Included in intermodal segment revenues for the first quarter 2025 were $8.2 million in separately identified fuel surcharges, compared to $10.7 million in the same period last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $8.8 million during the first quarter 2025 compared to $8.5 million in the first quarter 2024.

Load volumes declined 3.4%, while the average operating revenue per load, excluding fuel surcharges, decreased 8.7% on a year-over-year basis.

As a percentage of revenue, operating margin in the intermodal segment for the first quarter 2025 was (15.1)%, compared to (10.6)% one year earlier.

Operating revenues in the second quarter 2025 included $55.0 million from the recent acquisition of Parsec, while revenues in the same period last year included $44.6 million attributable to our specialty development project in Stanton, TN, which was completed last year.

At the end of the second quarter 2025, we managed 87 value-added programs, compared to 68 in the second quarter 2024.

Included in contract logistics segment revenues for the thirteen weeks ended June 28, 2025, were $7.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $8.0 million in the same period last year.

Income from operations decreased $31.1 million and operating margin, as a percentage of revenue was 8.4% for the second quarter 2025, compared to 20.1% in the second quarter 2024.

Operating revenues in the intermodal segment decreased 13.5% primarily due to a decrease in the number of loads hauled.

Included in intermodal segment revenues for the second quarter 2025 were $8.2 million in separately identified fuel surcharges, compared to $10.9 million in the same period last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $9.2 million during the second quarter 2025 compared to $8.1 million in the second quarter 2024.

Load volumes declined 12.9%, while the average operating revenue per load, excluding fuel surcharges, increased 0.2% on a year-over-year basis.

As a percentage of revenue, operating margin in the intermodal segment for the second quarter 2025 was (8.2)%, compared to (10.8)% one year earlier.

In the trucking segment, operating revenues decreased 29.9% primarily due to a decrease in the number of loads hauled and the average operating revenue per load.

Second quarter 2025 trucking segment revenues included $18.4 million of brokerage services compared to $25.5 million during the same period last year.

Also included in our trucking segment revenues were $3.4 million in separately identified fuel surcharges during the second quarter 2025 compared to $5.7 million in fuel surcharges in the second quarter 2024.

On a year-over-year basis, load volumes declined 22.6% and, the average operating revenue per load, excluding fuel surcharges, decreased 8.9%.

As a percentage of revenue, operating margin in the trucking segment for the thirteen weeks ended June 28, 2025, was 5.2% compared to 4.8% for the thirteen weeks ended June 29, 2024.

Twenty-six Weeks Ended June 28, 2025 Compared to Twenty-six Weeks Ended June 29, 2024

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues decreased 10.5%.

Operating revenues in the first half of 2025 included $111.4 million from the recent acquisition of Parsec, while revenues in the same period last year included $139.8 million attributable to our specialty development project in Stanton, TN, which was completed last year.

At the end of the first half of 2025, we managed 87 value-added programs, compared to 68 in the first half of 2024.

Included in contract logistics segment revenues for the twenty-six weeks ended June 28, 2025, were $16.0 million in separately identified fuel surcharges from dedicated transportation services, compared to $16.6 million in the same period last year.

Income from operations decreased $88.7 million and operating margin, as a percentage of revenue was 8.8% for the first half of 2025, compared to 23.3% in the first half of 2024.

Operating revenues in the intermodal segment decreased 11.6% primarily due to a decrease in the average operating revenue per load and the number of loads hauled.

Included in intermodal segment revenues for the twenty-six weeks ended June 28, 2025 were $16.4 million in separately identified fuel surcharges, compared to $21.5 million in the same period last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $18.0 million during the first half of 2025 compared to $16.6 million in the first half of 2024.

Load volumes declined 8.2%, while the average operating revenue per load, excluding fuel surcharges, fell 3.6% on a year-over-year basis.

As a percentage of revenue, operating margin in the intermodal segment for the twenty-six weeks ended June 28, 2025 was (11.7)%, compared to (10.7)% one year earlier.

In the trucking segment, operating revenues decreased 25.7% primarily due to a decrease in the number of loads hauled.

This decrease was partially offset by an increase in the average operating revenue per load, excluding fuel surcharges.

First quarter 2025 trucking segment revenues included $18.0 million of brokerage services compared to $28.6 million during the same period last year.

Also included in our trucking segment revenues were $3.5 million in separately identified fuel surcharges during the first quarter 2025 compared to $5.4 million in fuel surcharges in the first quarter 2024.

Trucking segment revenues included $36.4 million of brokerage services compared to $54.1 million during the same period last year.

Also included in our trucking segment revenues were $6.9 million in separately identified fuel surcharges during the twenty-six weeks ended June 28, 2025 compared to $11.1 million in fuel surcharges in the twenty-six weeks ended June 29, 2024.

On a year-over-year basis, load volumes declined 27.0%;

however, the average operating revenue per load, excluding fuel surcharges, increased 5.2%, supported by our specialty, heavy-haul wind business.

As a percentage of revenue, operating margin in the trucking segment for the thirteen weeks ended March 29, 2025, was 3.9% compared to 5.3% for the thirteen weeks ended March 30, 2024.

As a percentage of revenue, operating margin in the trucking segment for the twenty-six weeks ended June 28, 2025, was 4.6% compared to 5.0% for the twenty-six weeks ended June 29, 2024.

Liquidity and Capital Resources

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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.

At March 29, 2025, $74.6 million was available for borrowing.

At June 28, 2025, $29.1 million was available for borrowing.

Our UACL subsidiaries have credit facility maturing in September 30, 2027, which includes a $10 million revolver.

At March 29, 2025, $10.0 million was available for borrowing.

At June 28, 2025, $7.8 million was available for borrowing.

We also finance the purchase of transportation and certain operating equipment with promissory notes.

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We also maintain a short-term line of credit secured by our portfolio of marketable securities.

We did not have any amounts advanced against the line as of March 29, 2025, and the maximum available borrowings were $6.0 million.

We did not have any amounts advanced against the line as of June 28, 2025, and the maximum available borrowings were $5.2 million.

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.

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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.

In the thirteen weeks ended March 29, 2025, our capital expenditures totaled $52.6 million.

In the twenty-six weeks ended June 28, 2025, our capital expenditures totaled $136.8 million.

These expenditures primarily consisted of transportation equipment, investments in support of our value-added service operations and the expansion of our terminal network.

Through the remainder of 2025, we expect our capital expenditures to be in the range of $20 million to $50 million.

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 March 29, 2025 and December 31, 2024 (in thousands):

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 June 28, 2025 and December 31, 2024 (in thousands):

Cash and cash equivalents

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Present value of operating lease liabilities

At March 29, 2025, we were in compliance with all financial covenants under our credit agreements and the agreements governing our promissory notes.

At June 28, 2025, we were in compliance with all financial covenants under our credit agreements and the agreements governing our promissory notes.

For additional information on our financing arrangements, see Item 1, Note 6 to the Unaudited Consolidated Financial Statements

Discussion of Cash Flows

At March 29, 2025, we had cash and cash equivalents of $20.6 million compared to $19.4 million at December 31, 2024.

Operating activities provided $84.3 million in net cash while we used $51.5 million in investing activities and an additional $25.4 million in financing activities.

The $84.3 million in net cash provided by operations was primarily attributed to $6.0 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, gains on marketable equity securities, losses on equipment sales, amortization of debt issuance costs, stock-based compensation, provisions for credit losses, and a change in deferred income taxes totaling $40.9 million, net.

At June 28, 2025, we had cash and cash equivalents of $24.3 million compared to $19.4 million at December 31, 2024.

Operating activities provided $110.0 million in net cash, financing activities provided an additional $30.3 million, and we used $130.0 million in investing activities.

The $110.0 million in net cash provided by operations was primarily attributed to $14.3 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, gains on marketable equity securities and equipment sales, amortization of debt issuance costs, stock-based compensation, provisions for credit losses, and a change in deferred income taxes totaling $85.2 million, net.

Net cash provided by operating activities also reflects an aggregate decrease in net working capital totaling $10.5 million.

The primary drivers behind the decrease in working capital were decreases in trade accounts receivable and contract assets, and increases in trade accounts payable, accruals for insurance and claims, and in income taxes payable.

These were partially offset by principal reductions in operating lease liabilities during the period, increases in prepaid expenses and other receivables and decreases in accrued expenses and other current liabilities and in other long-term liabilities.

Affiliate transactions increased net cash provided by operating activities by $1.2 million.

The increase in net cash resulted from an increase in accounts payable to affiliates of $0.9 million and a decrease in accounts receivable from affiliates of $0.3 million.

The primary drivers behind the decrease in working capital was a decreases in trade accounts receivable, contract receivable and other assets, and increases in trade accounts payable and accruals for insurance and claims.

These were partially offset by principal reductions in operating lease liabilities during the period, increases in prepaid expenses and other receivables, and prepaid income taxes, and decreases in accrued expenses and other current and long-term liabilities.

Affiliate transactions decreased net cash provided by operating activities by $5.5 million.

The decrease in net cash resulted from a decrease in accounts payable to affiliates of $4.5 million and an increase in accounts receivable from affiliates of $1.0 million.

The $130.0 million in net cash used in investing activities consisted of $136.8 million in capital expenditures, which was partially offset by $4.5 million in proceeds from the sale of equipment and $2.3 million in proceeds from the sale of marketable securities.

Financing activities used $25.4 million in net cash during the thirteen weeks ended March 29, 2025.

We had outstanding borrowings totaling $740.0 million at March 29, 2025 compared to $762.6 million at December 31, 2024.

Financing activities provided $30.3 million in net cash during the twenty-six weeks ended June 28, 2025.

We had outstanding borrowings totaling $798.6 million at June 28, 2025 compared to $762.6 million at December 31, 2024.

During the period, we made payments on term loan and equipment and real estate notes totaling $63.5 million, borrowed $37.2 million for new equipment and had net borrowings on our revolving lines of credit totaling $62.2 million.

During the period, we also paid cash dividends of $2.8 million.

During the period, we also paid cash dividends of $5.5 million and purchased $0.1 million of treasury stock.

Off Balance Sheet Arrangements

As of March 29, 2025, 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.

As of June 28, 2025, 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.

Critical Accounting Policies

A summary of critical accounting policies is presented in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies,” of our Form 10-K for the year ended December 31, 2024.

There have been no changes in our accounting policies during the thirteen weeks ended March 29, 2025.

There have been no changes in our accounting policies during the thirteen weeks ended June 28, 2025.

Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the automotive industry’s spring selling season.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have not been any material changes to the Company’s market risk during the thirteen weeks ended March 29, 2025.

There have not been any material changes to the Company’s market risk during the thirteen weeks ended June 28, 2025.

For additional information, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 2. Management’s Discussion and Analysis