What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 142 added, 98 removed, 170 unchanged (59% of the section changed)

37 unchanged sentences

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 and twenty-six weeks ended June 28, 2025 and June 29, 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 thirty-nine weeks ended September 27, 2025 and September 28, 2024, presented as a percentage of total operating revenues:

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Operating revenues:

6 unchanged sentences

Results of Operations

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 September 27, 2025 Compared to Thirteen Weeks Ended September 28, 2024

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks ended September 27, 2025 and September 28, 2024:

Thirteen Weeks Ended

September 27,

September 28,

Percent Change in Dollar Amount

10 unchanged sentences

Depreciation and amortization

Impairment expense

Total operating expenses

Income from operations

Interest expense, net

Income (loss) from operations

Interest income (expense), net

Other non-operating income

Income before income taxes

Income tax expense

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Operating revenues .

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.

For comparison purposes, the third quarter of 2025 included $50.2 million of revenue attributable to our recent acquisition of Parsec, while the third quarter of 2024 included $36.8 million of revenue attributable to our specialty development program, which was completed in 2024, and $16.1 million of revenue attributable to our now closed company-managed brokerage operation.

Operating revenues included separately-identified fuel surcharges of $20.4 million in the third quarter 2025, compared to $21.9 million in the third quarter 2024.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $9.0 million during the third quarter 2025 compared to $8.9 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 second quarter 2025, transactional transportation-related service revenues decreased 32.9% compared to the prior year.

In the third quarter 2025, transactional transportation-related service revenues decreased 27.1% 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 second quarter 2025 was due to an increase in headcount in our contract logistics business due to the acquisition of Parsec.

The increase in the third 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 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.

The main element driving the decrease was higher expenses incurred in the third 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.

The increase in occupancy expense was attributable to a general increase in building rents as well as additional property locations.

General and administrative .

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

The increase in general and administrative expenses was due to an increase in information technology expenses during the third quarter of 2025.

Insurance and claims .

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

The increase in insurance and claims expense was primarily due to an increase in cargo claims and general liability insurance.

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.

Depreciation expense increased $7.2 million in the third quarter of 2025 due to incremental fixed asset additions, including Parsec.

This was partially offset by a decrease of $2.0 million in amortization.

Impairment Expense .

The third quarter 2025 included $81.2 million of impairment charges related to the intermodal reporting segment.

These charges consisted of $58.0 million of goodwill impairment and $23.2 million of impairment related to certain customer-relationship intangible assets.

This compares to charges of $3.7 million during the third quarter 2024 relating to our now closed company-managed brokerage operation.

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.

As of September 27, 2025, our outstanding borrowings were $827.0 million compared to $561.2 million at September 28, 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

Other non-operating income for the third quarter 2025 includes gains of $0.6 million on marketable securities, compared to gains of $0.1 million in the same period of 2024.

Income tax expense (benefit) .

Our effective income tax rate was 10.3% in thirteen weeks ended September 27, 2025, compared to 24.6% in the thirteen weeks ended September 28, 2024.

The decrease in income taxes is primarily the result of a decrease in taxable income mainly driven by the impairment of goodwill.

The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.

Thirty-nine Weeks Ended September 27, 2025 Compared to Thirty-nine Weeks Ended September 28, 2024

The following table sets forth items derived from our consolidated statements of income for the thirty-nine weeks ended September 27, 2025 and September 28, 2024:

Thirty-nine Weeks Ended

September 27,

September 28,

Percent Change in Dollar Amount

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Depreciation and amortization

Impairment expense

Total operating expenses

Income from operations

Interest expense, net

Income (loss) from operations

Interest income (expense), net

Other non-operating income

Income before income taxes

Income tax expense

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

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.

For comparison purposes, the first thirty-nine weeks of 2025 included $161.7 million of revenue attributable to our recent acquisition of Parsec, while the first thirty-nine weeks of 2024 included $176.6 million of revenue attributable to our specialty development program, which was completed in 2024, and $72.6 million of revenue attributable to our now closed company-managed brokerage operation.

Operating revenues included separately-identified fuel surcharges of $61.5 million in the first thirty-nine weeks of 2025, compared to $71.1 million in the first thirty-nine weeks of 2024.

Also included in operating revenues were other accessorial charges such as detention, demurrage and storage, which totaled $26.3 million during the first thirty-nine weeks of 2025 compared to $25.5 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 half 2025, transactional transportation-related service revenues decreased 31.1% compared to the prior year.

In the first thirty-nine weeks of 2025, transactional transportation-related service revenues decreased 29.8% 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.

The increase in the first thirty-nine weeks of 2025 was due to an increase in headcount in our contract logistics business due to the acquisition of Parsec.

1 unchanged sentence

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.

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

Commission expense .

1 unchanged sentence

Occupancy expense .

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

The increase in occupancy expense was due to a general increase in building rents as well as additional property locations.

General and administrative .

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

There was a decrease in general and administrative expense due to a decrease in salaries and wages and professional fees.

Insurance and claims .

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

The increase in insurance and claims expense was primarily due to an increase in cargo claims and general liability insurance.

Depreciation and amortization .

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.

The increase in depreciation and amortization expense resulted from a $19.8 million increase in depreciation expense, partially offset by a $0.4 million decrease in amortization expense.

The increase in depreciation expense is the result of incremental fixed asset additions during the thirty-nine weeks ended September 27, 2025, as well increases due to the revisions on the estimated useful life and salvage value of certain equipment in the second quarter of 2024 and the acquisition of Parsec in the fourth quarter of 2024.

Amortization expense decreased $0.4 million.

Impairment Expense .

The first thirty-nine weeks of 2025 included $81.2 million of impairment charges related to the intermodal reporting segment.

These charges consisted of $58.0 million of goodwill impairment and $23.2 million of impairment related to certain customer-relationship intangible assets.

This compares to charges of $3.7 million during the first thirty-nine weeks of 2024 relating to our now closed company-managed brokerage operation.

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.

As of September 27, 2025, our outstanding borrowings were $827.0 million compared to $561.2 million at September 28, 2024.

Other non-operating income .

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 25.5% 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.

Other non-operating income decreased by $0.4 million in the thirty-nine weeks ended September 27, 2025.

There were $0.7 million in unrealized gains in the first thirty-nine weeks of 2025, compared to $0.9 million in the same period 2024.

Income tax expense (benefit) .

Our effective income tax rate was 5.8% in thirty-nine weeks ended September 27, 2025, compared to 25.1% in the thirty-nine weeks ended September 28, 2024.

The decrease in income taxes is primarily the result of a decrease in taxable income mainly driven by the impairment of goodwill.

The decrease in our effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.

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

The following tables summarize information about our reportable segments for the thirteen week and thirty-nine week periods ended September 27, 2025 and September 30, 2023 (in thousands):

Operating Revenues

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Contract logistics

Total operating revenues

Income from Operations

Income (loss) from Operations

Thirteen Weeks Ended

Twenty-six Weeks Ended

Thirty-nine Weeks Ended

September 27,

September 28,

September 27,

September 28,

Contract logistics

Total income from operations

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 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.

Total income (loss) from operations

Thirteen Weeks Ended September 27, 2025 Compared to Thirteen Weeks Ended September 28, 2024

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues increased 7.8%.Operating revenues in the third quarter 2025 included $50.2 million from the recent acquisition of Parsec, while revenues in the same period last year included $36.8 million attributable to our specialty development project in Stanton, TN, which was completed last year.

At the end of the third quarter 2025, we managed 82 value-added programs, compared to 70 in the third quarter 2024.

Included in contract logistics segment revenues for the thirteen weeks ended September 27, 2025, were $8.1 million in separately identified fuel surcharges from dedicated transportation services, compared to $7.0 million in the same period last year.

Income from operations decreased $31.9 million and operating margin, as a percentage of revenue was 5.2% for the third quarter 2025, compared to 18.6% in the third quarter 2024.

Operating revenues in the intermodal segment decreased 16.7% primarily due to a decrease in the average operating revenue per load, excluding fuel surcharges.

Included in intermodal segment revenues for the third quarter 2025 were $7.6 million in separately identified fuel surcharges, compared to $10.0 million in the same period last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $9.0 million during the third quarter 2025 compared to $8.9 million in the third quarter 2024.

Load volumes declined 1.9%, and the average operating revenue per load, excluding fuel surcharges, decreased 14.2% on a year-over-year basis.

In the third quarter 2025, the intermodal segment experienced an operating loss of $(92.0) million, including the $81.2 million previously discussed impairment charges, compared to an operating loss of $(1.1) million during the same period last year.

In the trucking segment, operating revenues decreased 22.2% 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.

Third quarter 2025 trucking segment revenues included $17.3 million of brokerage services compared to $24.3 million during the same period last year.

Also included in our trucking segment revenues were $3.6 million in separately identified fuel surcharges during the third quarter 2025 compared to $4.8 million in fuel surcharges in the third quarter 2024.

On a year-over-year basis, load volumes declined 19.4% and, the average operating revenue per load, excluding fuel surcharges, decreased 2.3%.

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

As a percentage of revenue, operating margin in the trucking segment for the thirteen weeks ended September 27, 2025, was 5.8% compared to 8.2% for the thirteen weeks ended September 28, 2024.

Thirty-nine Weeks Ended September 27, 2025 Compared to Thirty-nine Weeks Ended September 28, 2024

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues decreased 5.0%.

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 first thirty-nine weeks of 2025 included $161.7 million from the recent acquisition of Parsec, while revenues in the same period last year included $176.6 million attributable to our specialty development project in Stanton, TN, which was completed last year.

At the end of the first thirty-nine weeks of 2025, we managed 82 value-added programs, compared to 70 in the first thirty-nine weeks of 2024.

Included in contract logistics segment revenues for the thirty-nine weeks ended September 27, 2025, were $24.1 million in separately identified fuel surcharges from dedicated transportation services, compared to $23.7 million in the same period last year.

Income from operations decreased $120.6 million and operating margin, as a percentage of revenue was 7.6% for the first thirty-nine weeks of 2025, compared to 21.9% in the first thirty-nine weeks of 2024.

Operating revenues in the intermodal segment decreased 13.3% 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.

Included in intermodal segment revenues for the thirty-nine weeks ended September 27, 2025 were $23.9 million in separately identified fuel surcharges, compared to $31.5 million in the same period last year.

Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $26.3 million during the first thirty-nine weeks of 2025 compared to $25.5 million in the first thirty-nine weeks of 2024.

Load volumes declined 6.1%, while the average operating revenue per load, excluding fuel surcharges, fell 7.2% 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 first thirty-nine weeks of 2025, the intermodal segment experienced an operating loss of $(108.3) million, including the $81.2 million previously discussed impairment charges, compared to an operating loss of $(18.1) million during the same period last year.

In the trucking segment, operating revenues decreased 24.5% primarily due to a decrease in the number of loads hauled.

Trucking segment revenues included $53.7 million of brokerage services compared to $78.4 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.

Also included in our trucking segment revenues were $10.5 million in separately identified fuel surcharges during the thirty-nine weeks ended September 27, 2025 compared to $15.9 million in fuel surcharges in the thirty-nine weeks ended September 28, 2024.

On a year-over-year basis, load volumes declined 24.7%;

however, the average operating revenue per load, excluding fuel surcharges, increased 2.8%, supported by our specialty, heavy-haul wind business.

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.

As a percentage of revenue, operating margin in the trucking segment for the thirty-nine weeks ended September 27, 2025, was 5.0% compared to 6.1% for the thirty-nine weeks ended September 28, 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 June 28, 2025, $29.1 million was available for borrowing.

At September 27, 2025, $20.4 million was available for borrowing.

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

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

At September 27, 2025, $5.5 million was available for borrowing.

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

2 unchanged sentences

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 June 28, 2025, and the maximum available borrowings were $5.2 million.

We did not have any amounts advanced against the line as of September 27, 2025, and the maximum available borrowings were $4.9 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.

1 unchanged sentence

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

In the thirty-nine weeks ended September 27, 2025, our capital expenditures totaled $191.3 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 $25 million to $35 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 June 28, 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 September 27, 2025 and December 31, 2024 (in thousands):

September 27,

Cash and cash equivalents

2 unchanged sentences

Present value of operating lease liabilities

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

At September 27, 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 7 to the Unaudited Consolidated Financial Statements.

Subsequent Event – Third Amendment Agreement;

Credit Tenant Lease Financing

On October 1, 2025, which is subsequent to quarter-end, we entered into a third amendment agreement to our Revolving Credit Facility.

The amendment modifies the credit agreement by increasing the maximum revolving amount by $100 million to $500 million through a partial exercise of the accordion feature set forth in the credit agreement.

The amendment further modifies the credit agreement to permit a subsidiary of Universal to borrow up to $200 million under a potential credit tenant lease financing transaction, provided that the net proceeds of such financing are used (i) to repay in full all outstanding indebtedness and other obligations owing under the UACL Credit Agreement, and (ii) to prepay in part the outstanding revolving loans under the third amendment agreement.

On October 22, 2025, which is subsequent to quarter-end, we completed a credit tenant lease (“CTL”) financing transaction by issuing a senior secured promissory note in the principal amount of approximately $195.9 million.

The note bears interest at a fixed rate of 6.84% per annum and matures on November 15, 2034.

The note is secured primarily by our interests under a long-term composite sublease agreement.

The CTL debt is non-recourse to the Company and its subsidiaries, except for customary limited-recourse obligations under indemnity and guaranty agreements relating to environmental matters, lease-term compliance, and certain representations, warranties, and covenants.

We used the net proceeds of the CTL financing to (i) repay in full approximately $35.3 million of outstanding indebtedness owed under the UACL Credit Agreement and (ii) prepay in part approximately $158.6 million of the outstanding revolving loans under the Revolving Credit Facility.

After giving effect to the repayment, approximately $218.8 million remains outstanding under the Revolving Credit Facility.

As of the filing date of this Form 10-Q, the Company’s pro forma availability under our Revolving Credit Facility, after giving effect to the CTL financing, was approximately $275.1 million.

Management expects available cash, operating cash flows, and access to credit markets to be sufficient to meet anticipated operating, investing, and financing requirements for at least the next twelve months.

Discussion of Cash Flows

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

At September 27, 2025, we had cash and cash equivalents of $27.4 million compared to $19.4 million at December 31, 2024.

Operating activities provided $135.9 million in net cash, financing activities provided an additional $56.0 million, and we used $181.8 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 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 $135.9 million in net cash provided by operations was primarily attributed to $(60.4) million of net losses, which reflects non-cash depreciation and amortization, noncash lease expense, impairment expenses, gains (losses) 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 $210.1 million, net.

Net cash provided by operating activities also reflects an aggregate increase in net working capital totaling $13.8 million.

The primary drivers behind the increase in working capital were principal reductions in operating lease liabilities during the period, and increases in prepaid expenses and other receivables and prepaid income taxes, and decreases in accrued expenses, accruals for insurance and claims, and other current and long-term liabilities.

These were partially offset by decreases in trade accounts receivable and other assets, and increases in trade accounts payable.

Affiliate transactions increased net cash provided by operating activities by $3.4 million.

The decrease in net cash resulted from an increase in accounts payable to affiliates of $4.3 million offset by an increase in accounts receivable from affiliates of $0.9 million.

The $181.8 million in net cash used in investing activities consisted of $191.3 million in capital expenditures, which was partially offset by $6.5 million in proceeds from the sale of equipment and $3.0 million in proceeds from the sale of marketable securities.

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.

Financing activities provided $56.0 million in net cash during the thirty-nine weeks ended September 27, 2025.

We had outstanding borrowings totaling $827.0 million at September 27, 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 $89.2 million, borrowed $80.3 million for new equipment and

had net borrowings on our revolving lines of credit totaling $73.3 million.

During the period, we also paid cash dividends of $8.3 million and purchased $0.1 million of treasury stock.

Off Balance Sheet Arrangements

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.

As of September 27, 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 June 28, 2025.

There have been no changes in our accounting policies during the thirteen weeks ended September 27, 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 June 28, 2025.

There have not been any material changes to the Company’s market risk during the thirteen weeks ended September 27, 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