UNIVERSAL LOGISTICS HOLDINGS, INC. 10-Q

ITEM 1A: RISK FACTORS Risks Related to Our Business We may be required to record additional impairment charges, which could materially affect our results of operations. We review the carrying value of goodwill and indefinite lived intangible assets for impairment on an annual basis or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We also review the carrying value of other long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Determining whether an impairment exists involves significant management judgment, including estimates of future cash flows, growth rates, discount rates, and market multiples. These estimates are inherently uncertain and subject to change based on general economic conditions, interest-rate environments, and the performance of individual reporting units. During the third quarter of 2025, we recognized a non-cash impairment charge related to goodwill and certain customer-relationship intangible assets within our Intermodal segment. Additional impairments could be required in future periods if actual operating results or macroeconomic conditions differ from current expectations, if the discount rate used in our valuations increases, or if market capitalization declines below the carrying value of our net assets. Any such charge would reduce reported earnings and could adversely affect investor perceptions of our financial condition or stock price, even though it would not impact our cash flows. Our use of non-GAAP financial measures could lead to investor confusion and may be subject to increased regulatory scrutiny . We present certain non-GAAP financial measures in our earnings releases and other investor communications, including adjusted income from operations, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), and adjusted EBITDA margin. These measures are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered in isolation or as a substitute for GAAP results. While management believes these measures provide useful supplemental information for evaluating our operating performance and liquidity, they may exclude significant expenses or income items that are required to be recognized under GAAP. As a result, our non-GAAP measures may differ from similarly titled measures used by other companies and may not be comparable. There is a risk that investors could misinterpret our non-GAAP measures, place undue reliance on them, or fail to understand their limitations. In addition, the Securities and Exchange Commission and other regulators have increased their focus on the use of non-GAAP financial measures, and changes in the interpretation of related rules or additional guidance could require us to modify, supplement, or discontinue the use of these measures. Any such developments, or any perception that our non-GAAP disclosures are misleading, could adversely affect investor confidence in our reported results, our stock price, or our reputation for financial transparency. There have been no other material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2024. ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3: DEFAULTS UPON SENIOR SECURITIES None. ITEM 4: MINE SAFETY DISCLOSURES Not applicable.