UNIVERSAL LOGISTICS HOLDINGS, INC. 10-Q

ITEM 1: FINANCIAL STATEMENTS UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Balance Sheets (In thousands, except share data) April 3, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 10,799 $ 8,763 Marketable securities 7,530 6,534 Accounts receivable – net of allowance for doubtful accounts of $ 5,585 and $ 5,140 , respectively 264,385 259,154 Other receivables 23,798 22,422 Prepaid expenses and other 22,109 23,427 Due from affiliates 1,262 1,224 Total current assets 329,883 321,524 Property and equipment – net of accumulated depreciation of $ 309,475 and $ 298,789 , respectively 353,361 364,795 Operating lease right-of-use asset 94,853 97,820 Goodwill 170,730 170,730 Intangible assets – net of accumulated amortization of $ 97,054 and $ 93,574 , respectively 98,756 102,236 Deferred income taxes 2,159 2,159 Other assets 4,930 3,785 Total assets $ 1,054,672 $ 1,063,049 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 98,577 $ 97,916 Current portion of long-term debt 60,022 59,713 Current portion of operating lease liabilities 21,691 21,920 Accrued expenses and other current liabilities 43,316 39,588 Insurance and claims 28,735 25,022 Due to affiliates 17,316 17,093 Income taxes payable 9,261 11,555 Total current liabilities 278,918 272,807 Long-term liabilities: Long-term debt, net of current portion 369,015 400,407 Operating lease liabilities, net of current portion 75,395 78,093 Deferred income taxes 64,427 64,426 Other long-term liabilities 7,151 7,743 Total long-term liabilities 515,988 550,669 Shareholders' equity: Common stock, no par value. Authorized 100,000,000 shares; 30,986,702 and 30,979,827 shares issued; 26,919,455 and 26,912,580 shares outstanding, respectively 30,988 30,981 Paid-in capital 4,639 4,484 Treasury stock, at cost; 4,067,247 shares ( 82,385 ) ( 82,385 ) Retained earnings 312,474 293,643 Accumulated other comprehensive (loss): Interest rate swaps, net of income taxes of $( 109 ) and $( 142 ), respectively ( 343 ) ( 476 ) Foreign currency translation adjustments ( 5,607 ) ( 6,674 ) Total shareholders’ equity 259,766 239,573 Total liabilities and shareholders’ equity $ 1,054,672 $ 1,063,049 See accompanying notes to consolidated financial statements. 2 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Income (In thousands, except per share data) Thirteen Weeks Ended April 3, 2021 April 4, 2020 Operating revenues: Truckload services $ 59,702 $ 58,898 Brokerage services 96,919 85,900 Intermodal services 103,716 110,322 Dedicated services 47,961 31,579 Value-added services 106,933 95,463 Total operating revenues 415,231 382,162 Operating expenses: Purchased transportation and equipment rent 189,331 180,856 Direct personnel and related benefits 107,552 97,388 Operating supplies and expenses 37,092 30,695 Commission expense 7,324 7,170 Occupancy expense 8,180 8,831 General and administrative 9,176 8,924 Insurance and claims 6,335 4,872 Depreciation and amortization 19,085 19,518 Total operating expenses 384,075 358,254 Income from operations 31,156 23,908 Interest income 18 8 Interest expense ( 3,181 ) ( 4,217 ) Other non-operating income (expense) 1,006 ( 3,605 ) Income before income taxes 28,999 16,094 Income tax expense 7,344 3,931 Net income $ 21,655 $ 12,163 Earnings per common share: Basic $ 0.80 $ 0.45 Diluted $ 0.80 $ 0.45 Weighted average number of common shares outstanding: Basic 26,916 27,223 Diluted 26,930 27,223 Dividends declared per common share $ 0.105 $ 0.105 See accompanying notes to consolidated financial statements. 3 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Comprehensive Income (In thousands) Thirteen Weeks Ended April 3, 2021 April 4, 2020 Net Income $ 21,655 $ 12,163 Other comprehensive income (loss): Unrealized changes in fair value of interest rate swaps, net of income taxes of $ 33 and $( 135 ), respectively 133 ( 448 ) Foreign currency translation adjustments 1,067 ( 680 ) Total other comprehensive income (loss) 1,200 ( 1,128 ) Total comprehensive income $ 22,855 $ 11,035 See accompanying notes to consolidated financial statements. 4 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Cash Flows (In thousands) Thirteen Weeks Ended April 3, 2021 April 4, 2020 Cash flows from operating activities: Net income $ 21,655 $ 12,163 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 19,085 19,518 Noncash lease expense 6,392 7,555 Loss (gain) on marketable equity securities ( 999 ) 3,409 Gain on disposal of property and equipment ( 219 ) ( 506 ) Amortization of debt issuance costs 120 146 Stock-based compensation 162 195 Provision for doubtful accounts 1,621 1,048 Deferred income taxes ( 21 ) ( 1,202 ) Change in assets and liabilities: Trade and other accounts receivable ( 8,936 ) ( 11,947 ) Prepaid income taxes, prepaid expenses and other assets 293 2,404 Principal reduction in operating lease liabilities ( 6,158 ) ( 7,258 ) Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable 10,382 ( 5,147 ) Due to/from affiliates, net 185 5,507 Other long-term liabilities ( 425 ) ( 719 ) Net cash provided by operating activities 43,137 25,166 Cash flows from investing activities: Capital expenditures ( 4,940 ) ( 32,775 ) Proceeds from the sale of property and equipment 760 2,282 Purchases of marketable securities ( 114 ) ( 360 ) Proceeds from sale of marketable securities 117 — Net cash used in investing activities ( 4,177 ) ( 30,853 ) Cash flows from financing activities: Proceeds from borrowing - revolving debt 83,784 91,200 Repayments of debt - revolving debt ( 102,579 ) ( 84,084 ) Proceeds from borrowing - term debt 3,035 29,760 Repayments of debt - term debt ( 15,443 ) ( 15,853 ) Borrowings under margin account — 256 Repayments under margin account — ( 256 ) Dividends paid ( 5,692 ) ( 5,731 ) Purchases of treasury stock — ( 4,919 ) Net cash provided by (used in) financing activities ( 36,895 ) 10,373 Effect of exchange rate changes on cash and cash equivalents ( 29 ) ( 4,417 ) Net increase in cash 2,036 269 Cash and cash equivalents – beginning of period 8,763 7,726 Cash and cash equivalents – end of period $ 10,799 $ 7,995 Supplemental cash flow information: Cash paid for interest $ 3,086 $ 4,157 Cash paid for income taxes $ 9,786 $ 55 See accompanying notes to consolidated financial statements. 5 UNIVERSAL LOGISTICS HOLDINGS, INC. Unaudited Consolidated Statements of Shareholders’ Equity (In thousands, except per share data) Common stock Paid-in capital Treasury stock Retained earnings Accumulated other comprehensive income (loss) Total Balances – December 31, 2019 $ 30,972 $ 4,298 $ ( 77,247 ) $ 251,204 $ ( 4,010 ) $ 205,217 Net income — — — 12,163 — 12,163 Comprehensive income — — — — ( 1,128 ) ( 1,128 ) Dividends paid ($ 0.105 per share) — — — ( 2,865 ) — ( 2,865 ) Stock based compensation 9 186 — — — 195 Purchases of treasury stock — — ( 4,919 ) — — ( 4,919 ) Balances – April 4, 2020 $ 30,981 $ 4,484 $ ( 82,166 ) $ 260,502 $ ( 5,138 ) $ 208,663 Balances – December 31, 2020 $ 30,981 $ 4,484 $ ( 82,385 ) $ 293,643 $ ( 7,150 ) $ 239,573 Net income — — — 21,655 — 21,655 Comprehensive income — — — — 1,200 1,200 Dividends paid ($0.105 per share) — — — ( 2,824 ) — ( 2,824 ) Stock based compensation 7 155 — — — 162 Balances – April 3, 2021 $ 30,988 $ 4,639 $ ( 82,385 ) $ 312,474 $ ( 5,950 ) $ 259,766 See accompanying notes to consolidated financial statements. 6 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements (1) Basis of Presentation The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly-owned subsidiaries (collectively, “Universal” or the “Company”) have been prepared by the Company’s management. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2020 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates. Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks. COVID-19 In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The Company remains committed to doing its part to protect its employees, customers, vendors and the general public from the spread of COVID-19. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers. The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the impacts of the COVID-19 pandemic. Although we estimate COVID-19 had the largest impact on our business during the second quarter 2020, we are unable to predict with any certainty the future impact COVID-19 may have on our operational and financial performance. The Company will continue to monitor these conditions in future periods as new information becomes available and will update its analyses accordingly. (2) Recent Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of this standard and determined that it is applicable to our primary term loan and revolving credit facility, real estate promissory notes and investment margin credit facility. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of credit and investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a replacement reference rate. The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows. In June 2016, the FASB issued ASU 2016-13 (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The new standard will become effective for us beginning with the first quarter 2023. The Company is evaluating the new guidance, but does not expect it to have a material impact on our consolidated financial statements. 7 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (3) Revenue Recognition The Company broadly groups its services into the following categories: truckload, brokerage, intermodal, dedicated and value-added. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income. Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. Truckload services also include our final mile and ground expedited services. To complement our available capacity, we provide customers freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full-service domestic and international freight forwarding and customs brokerage. Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer and drayage services. Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area. Transportation services are short term in nature; agreements governing their provision generally have a term of less than one year . They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service. We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components. The following table provides information related to contract balances associated with our contracts with customers (in thousands): April 3, 2021 December 31, 2020 Prepaid expenses and other - contract assets $ 1,989 $ 2,520 We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period. 8 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (4) Marketable Securities The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “ Investments Equity Securities .” ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income. The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost basis of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense). Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 7. The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands): April 3, 2021 December 31, 2020 Fair value $ 7,530 $ 6,534 Cost basis 6,426 6,579 Unrealized gain (loss) $ 1,104 $ ( 45 ) The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands): April 3, 2021 December 31, 2020 Gross unrealized gains $ 2,171 $ 1,627 Gross unrealized losses ( 1,067 ) ( 1,672 ) Net unrealized gains (losses) $ 1,104 $ ( 45 ) The following table shows the Company’s net realized gains on marketable equity securities (in thousands): Thirteen weeks ended April 3, 2021 April 4, 2020 Realized gain: Sale proceeds $ 117 $ — Cost basis of securities sold 92 — Realized gain $ 25 $ — Realized gain, net of taxes $ 19 $ — The Company did no t sell marketable equity securities during the thirteen-week period April 4, 2020. During the thirteen-week periods ended April 3, 2021 and April 4, 2020, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $ 974,000 and $( 3,400,000 ), respectively, which was reported in other non-operating income (expense) for the period. 9 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued ( 5 ) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following (in thousands): April 3, 2021 December 31, 2020 Accrued payroll $ 13,042 $ 11,536 Accrued payroll taxes 14,112 11,601 Driver escrow liabilities 3,937 4,045 Legal settlements and claims 3,700 3,700 Commissions, taxes and other 8,525 8,706 Total $ 43,316 $ 39,588 ( 6 ) Debt Debt is comprised of the following (in thousands): Interest Rates at April 3, 2021 April 3, 2021 December 31, 2020 Outstanding Debt: Credit and Security Agreement (1) Term Loan 1.86 % $ 128,438 $ 131,250 Revolver 1.86 % 132,531 151,326 Equipment Financing (2) 2.25% to 5.13% 122,272 129,870 Real Estate Financing (3) 1.96% to 2.36% 47,250 49,248 Margin Facility (4) 1.21 % — — Unamortized debt issuance costs ( 1,454 ) ( 1,574 ) 429,037 460,120 Less current portion of long-term debt 60,022 59,713 Total long-term debt, net of current portion $ 369,015 $ 400,407 (1) Our Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $ 350 million in the form of a $ 150 million term loan and a $ 200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023 . The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019 , with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023 . Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based on the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The 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 April 3, 2021, we were in compliance with all covenants under the facility, and $ 67.5 million was available for borrowing on the revolver . (2) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 5.13 %. (3) Our Real Estate Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at a variable rate ranging from LIBOR plus 1.85 % to LIBOR plus 2.25 % . At April 3, 2021, we were in compliance with all covenants. 10 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued ( 6 ) Debt – continued (4) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10 % . The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At April 3, 2021, the maximum available borrowings under the line of credit were $ 4.2 million. The Company is also party to two interest rate swap agreements that qualify for hedge accounting. The Company executed the swap agreements to fix a portion of the interest rates on its variable rate debt that have a combined notional amount of $ 12.6 million at April 3, 2021. Under the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25 % and pays a fixed rate. The first swap became effective in October 2016 , has a rate of 4.16 % (amortizing notional amount of $ 10.0 million) and expires in July 2026 . The second swap became effective in October 2016 , has a rate of 3.83 % (amortizing notional amount of $ 2.6 million) and expires in May 2022 . At April 3, 2021, the fair value of the swap agreements was a liability of $ 0.5 million. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 7 for additional information pertaining to interest rate swaps. ( 7 ) Fair Value Measurements and Disclosures FASB ASC Topic 820, “ Fair Value Measurements and Disclosures, ” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements. FASB ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): April 3, 2021 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 5 $ — $ — $ 5 Marketable securities 7,530 — — 7,530 Total assets $ 7,535 $ — $ — $ 7,535 Liabilities Interest rate swaps $ — $ 452 $ — $ 452 Total liabilities $ — $ 452 $ — $ 452 11 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued ( 7 ) Fair Value Measurements and Disclosures – continued December 31, 2020 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 9 $ — $ — $ 9 Marketable securities 6,534 — — 6,534 Total assets $ 6,543 $ — $ — $ 6,543 Liabilities Interest rate swaps $ — $ 619 $ — $ 619 Total liabilities $ — $ 619 $ — $ 619 The valuation techniques used to measure fair value for the items in the tables above are as follows: • Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets. • Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swaps – The fair value of our interest rate swaps is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our Credit Agreement and our Real Estate Financing consist of variable rate borrowings. We categorize these borrowings as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize these borrowings as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at April 3, 2021 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 122,272 $ 124,744 We have not elected the fair value option for any of our financial instruments. 12 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued ( 8 ) Leases On January 1, 2019, we adopted ASU 2016-02, Leases , which required us to recognize a right-of-use asset and a corresponding lease liability on our balance sheet for most leases classified as operating leases under previous guidance. 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. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. As of April 3, 2021, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment . Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of April 3, 2021, 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. We did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Variable lease components that do not depend on an index or a rate, and variable nonlease components were also not contemplated in the calculation of the right-of-use asset and corresponding liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. The following table summarizes our lease costs for the thirteen week periods ended April 3, 2021 and April 4, 2020 (in thousands): April 3, 2021 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,526 $ 5,803 $ 8,329 Short-term lease cost - 1,157 1,157 Variable lease cost 210 589 799 Sublease income - ( 759 ) ( 759 ) Total lease cost $ 2,736 $ 6,790 $ 9,526 April 4, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,836 $ 5,984 $ 8,820 Short-term lease cost 241 1,198 1,439 Variable lease cost 226 793 1,019 Sublease income - ( 879 ) ( 879 ) Total lease cost $ 3,303 $ 7,096 $ 10,399 13 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 thirteen week periods ended April 3, 2021 and April 4, 2020 (in thousands): April 3, 2021 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 2,403 $ 5,685 $ 8,088 Future right-of-use asset change due to lease signed with a future commencement date $ 2,733 $ - $ 2,733 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,604 $ 909 $ 3,513 Weighted-average remaining lease term (in years) 6.1 4.8 5.3 Weighted-average discount rate 7.1 % 6.1 % 6.5 % April 4, 2020 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 2,814 $ 5,622 $ 8,436 Right-of-use asset change due to lease termination $ - $ ( 1,109 ) $ ( 1,109 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,739 $ 11,092 $ 12,831 Weighted-average remaining lease term (in years) 6.4 5.3 5.6 Weighted-average discount rate 7.6 % 6.1 % 6.6 % Future minimum lease payments under operating leases as of April 3, 2021, are as follows (in thousands): With Affiliates With Third Parties Total Year one $ 6,751 $ 14,025 $ 20,776 Year two 7,638 15,142 22,780 Year three 6,695 12,266 18,961 Year four 6,794 10,167 16,961 Year five 5,350 8,701 14,051 Thereafter 12,301 11,024 23,325 Total required lease payments $ 45,529 $ 71,325 $ 116,854 Less amounts representing interest ( 19,768 ) Present value of lease liabilities $ 97,086 14 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued ( 9 ) Transactions with Affiliates CenTra, Inc. (“CenTra”), an affiliate of the Company that is owned by our controlling shareholders, provides administrative support services to Universal in the ordinary course of business, including legal, human resources, IT infrastructure and other requested services. The cost of these services is based on the actual or estimated utilization of the specific service. Universal also purchases other services from affiliates controlled by CenTra. Following is a schedule of costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks ended April 3, 2021 and April 4, 2020 (in thousands): Thirteen weeks ended April 3, 2021 April 4, 2020 Administrative support services $ 115 $ 188 Truck fuel, tolls and maintenance 178 306 Real estate rent and related costs 2,913 3,307 Insurance and employee benefit plans 11,496 13,153 Purchased transportation and equipment rent 9 5 Total $ 14,711 $ 16,959 We pay CenTra the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra. We lease 28 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements that are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 8, “Leases” for further information regarding the cost of leased properties. We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders. Our employee health care benefits and 401(k) programs are also provided by this affiliate. 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 April 3, 2021 and December 31, 2020, amounts due to affiliates were $ 17.3 million and $ 17.1 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At April 3, 2021 and December 31, 2020, there were $ 15.1 million and $ 13.3 million, respectively, included in each of these accounts for insured claims. Services provided by Universal to Affiliates We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Following is a schedule of services provided to affiliates for the thirteen weeks ended April 3, 2021 and April 4, 2020 (in thousands): Thirteen weeks ended April 3, 2021 April 4, 2020 Purchased transportation and equipment rent $ 49 $ 135 Total $ 49 $ 135 At April 3, 2021 and December 31, 2020, amounts due from affiliates were $ 1.3 million and $ 1.2 million, respectively. 15 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (1 0 ) Stock Based Compensation On April 23, 2014, our Board of Directors adopted our 2014 Amended and Restated Stock Incentive Plan. The Plan was approved at the 2014 annual meeting of shareholders and became effective as of the date our Board adopted it. The 2014 Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Plan. The grants under the Plan may be made in the form of options, restricted stock awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock. On February 5, 2020, the Company granted 5,000 shares of restricted stock to our Chief Financial Officer. The restricted stock award has a fair value of $ 17.74 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest on February 20, 2024, subject to his continued employment with the Company. On January 10, 2020, the Company granted 60,000 shares of restricted stock to our Chief Executive Officer. The restricted stock award has a fair value of $ 18.82 per share, based on the closing price of the Company’s 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 the Company. On February 20, 2019, the Company granted 44,500 shares of restricted stock to certain of its employees, including 10,000 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 23.56 per share, based on the closing price of the Company’s stock, and any non-vested shares under the awards will vest in four equal increments on each February 20 in 2020, 2021, 2022 and 2023. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 85,625 $ 19.90 Granted — $ - Vested ( 6,875 ) $ 23.56 Forfeited — $ - Balance at April 3, 2021 78,750 $ 19.58 In each of the thirteen-week periods ended April 3, 2021 and April 4, 2020, the total grant date fair value of vested shares recognized as compensation costs was $ 0.2 million. As of April 3, 2021, there was approximately $ 1.5 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. As a result, the Company expects to recognize stock-based compensation expense of $ 0.2 million in each year of 2022 and 2023, and $ 0.4 million in 2024, $ 0.3 million in 2026, and $ 0.2 million in each 2027 and 2028. (1 1 ) Earnings Per Share Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the thirteen weeks ended April 3, 2021 and April 4, 2020, we included 14,613 and 0 weighted average non-vested shares of restricted stock, respectively, in the denominator for the calculation of diluted earnings per share. For the thirteen weeks ended April 3, 2021 and April 4, 2020, we excluded 0 and 85,625 shares of non-vested restricted stock, respectively, from the calculation of diluted earnings per share because such shares were anti-dilutive. (1 2 ) Dividends On February 4, 2021 , our Board of Directors declared a cash dividend of $ 0.105 per share of common stock, payable on April 5, 2021 to shareholders of record at the close of business on March 1, 2021 . 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. 16 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (1 3 ) Segment Reporting In December 2020, we changed the way we aggregate our business units and adopted a new segment reporting structure. As part of the new structure, we separated our previous transportation segment into three reportable segments: trucking, intermodal, and company-managed brokerage. In addition, we changed the name of our previous logistics segment to contract logistics. As a result, we now report our financial results in four distinct reportable segments: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria. Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker. The following tables summarize information about our reportable segments for the thirteen week period ended April 3, 2021 and April 4, 2020 (in thousands): Operating Revenues Thirteen weeks ended April 3, 2021 April 4, 2020 Contract logistics $ 154,894 $ 127,042 Intermodal 103,716 110,322 Trucking 94,899 91,570 Company-managed brokerage 61,106 52,782 Other 616 446 Total operating revenues $ 415,231 $ 382,162 Eliminated Inter-segment Revenues Thirteen weeks ended April 3, 2021 April 4, 2020 Contract logistics $ 287 $ 235 Intermodal 1,077 336 Trucking 5,457 681 Company-managed brokerage 537 592 Total eliminated inter-segment revenues $ 7,358 $ 1,844 17 UNIVERSAL LOGISTICS HOLDINGS, INC. Notes to Unaudited Consolidated Financial Statements - Continued (13) Segment Reporting - continued Income from Operations Thirteen weeks ended April 3, 2021 April 4, 2020 Contract logistics $ 16,820 $ 11,690 Intermodal 8,494 9,000 Trucking 5,191 4,500 Company-managed brokerage 440 ( 1,397 ) Other 211 115 Total income from operations $ 31,156 $ 23,908 (1 4 ) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. 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 April 3, 2021, approximately 35 % of our employees in the United States, Canada and Colombia, and approximately 86 % of our employees in Mexico were subject to collective bargaining agreements that are renegotiated periodically, 40 % of which are subject to contracts that expire in 2021. (1 5 ) Subsequent Events On April 29, 2021 , our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to shareholders of record at the close of business on June 7, 2021 and is expected to be paid on July 6, 2021 . 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. 18