ULH 10-Q
Universal Logistics Holdings, Inc. (ULH)
ju
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address, including Zip Code of Principal Executive Offices)
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares of the registrant’s common stock, no par value, outstanding as of August 7, 2026, was
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
UNIVERSAL LOGISTICS HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share data)
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(Unaudited) |
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July 4, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Accounts receivable – net of allowance for credit losses of $ |
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Contract receivable |
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Other receivables |
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Prepaid expenses and other |
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Due from affiliates |
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Total current assets |
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Property and equipment – net of accumulated depreciation of $ |
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Operating lease right-of-use asset |
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Goodwill |
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Intangible assets – net of accumulated amortization of $ |
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Contract receivable, net of current portion |
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Deferred income taxes |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Current portion of long-term debt |
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Current portion of operating lease liabilities |
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Accrued expenses and other current liabilities |
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Insurance and claims |
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Due to affiliates |
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Income taxes payable |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt, net of current portion |
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Operating lease liabilities, net of current portion |
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Deferred income taxes |
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Other long-term liabilities |
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Total long-term liabilities |
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Stockholders' equity: |
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Common stock, |
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Paid-in capital |
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Treasury stock, at cost; |
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Retained earnings |
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Accumulated other comprehensive (loss): |
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Interest rate swap, net of income taxes of $ |
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Foreign currency translation adjustments |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
2
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Consolidated Statements of Income
(In thousands, except per share data)
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Thirteen Weeks Ended |
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Twenty-six Weeks Ended |
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July 4, |
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June 28, |
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July 4, |
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June 28, |
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Operating revenues: |
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Truckload services |
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$ |
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$ |
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$ |
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$ |
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Brokerage services |
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Intermodal services |
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Dedicated services |
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Value-added services |
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Total operating revenues |
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Operating expenses: |
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Purchased transportation and equipment rent |
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Direct personnel and related benefits |
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Operating supplies and expenses |
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Commission expense |
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Occupancy expense |
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General and administrative |
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Insurance and claims |
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Depreciation and amortization |
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(Gain) on disposal of property and equipment |
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Impairment expense |
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Total operating expenses |
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Income from operations |
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Interest income |
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Interest expense |
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Other non-operating (expense) income |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Earnings per common share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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Dividends declared per common share |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
3
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
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Thirteen Weeks Ended |
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Twenty-six Weeks Ended |
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July 4, |
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June 28, |
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July 4, |
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June 28, |
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Net Income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Unrealized changes in fair value of interest rate swap, |
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( |
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Realized gain on interest rate swap reclassified into income, |
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( |
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Foreign currency translation adjustments |
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( |
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( |
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Total other comprehensive income (loss) |
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( |
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( |
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Total comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
4
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Consolidated Statements of Cash Flows
(In thousands)
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Twenty-six Weeks Ended |
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July 4, |
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June 28, |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Noncash lease expense |
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Impairment expense |
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Gain on marketable equity securities |
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( |
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Gain on disposal of property and equipment |
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( |
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( |
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Amortization of debt issuance costs |
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Stock-based compensation |
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Write-off of debt issuance costs |
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Provision for credit losses |
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Debt prepayment penalty reclassified to financing activities |
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Deferred income taxes |
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( |
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Change in assets and liabilities: |
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Trade and other accounts receivable |
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( |
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Contract receivable, prepaid expenses and other assets |
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( |
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Principal reduction in operating lease liabilities |
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( |
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( |
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Accounts payable, accrued expenses, income taxes payable, |
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Due to/from affiliates, net |
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( |
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Other long-term liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
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Proceeds from the sale of property and equipment |
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Proceeds from the sale of marketable securities |
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Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Proceeds from borrowing - revolving debt |
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Repayments of debt - revolving debt |
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( |
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Proceeds from borrowing - term debt |
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Repayments of debt - term debt |
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( |
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( |
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Prepayment penalties on term debt |
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( |
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Dividends paid |
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( |
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( |
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Purchases of treasury stock |
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( |
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( |
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Net cash (used in) provided by financing activities |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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Net (decrease) increase in cash |
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( |
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Cash and cash equivalents – beginning of period |
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Cash and cash equivalents – end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for interest |
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$ |
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$ |
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Cash paid for income taxes |
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$ |
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$ |
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Non-cash investing and financing activities: |
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During the twenty-six week period ended July 4, 2026, the Company had non-cash activities resulting from the receipt of real property with a fair value of $ |
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See accompanying notes to consolidated financial statements.
5
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Consolidated Statements of Stockholders’ Equity
(In thousands, except per share data)
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Common |
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Paid-in |
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Treasury |
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Retained |
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Accumulated |
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Total |
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Balances – December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Comprehensive loss |
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— |
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— |
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— |
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— |
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( |
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( |
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Dividends ($ |
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— |
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— |
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— |
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( |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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Balances – March 29, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Comprehensive income |
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— |
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— |
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— |
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— |
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Dividends ($ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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Purchases of treasury stock |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Balances - June 28, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Balances – December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Comprehensive income |
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— |
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— |
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— |
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— |
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Dividends ($ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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Balances – April 4, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Dividends ($ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Stock based compensation |
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— |
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— |
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— |
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Purchases of treasury stock |
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|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balances - July 4, 2026 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes to consolidated financial statements.
6
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly owned subsidiaries (“Universal”) have been prepared by the Company’s management. In these notes, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries. 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, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 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, and operating results for the thirteen and twenty-six weeks ended July 4, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks. There were no material changes in significant accounting policies from those described in the Form 10-K, other than as otherwise disclosed in these notes to unaudited consolidated financial statements.
The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended July 4, 2026. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or stockholders’ equity as previously reported.
During the second quarter of 2026, the Company identified certain triggering events related to a group of tractors that are no longer expected to be utilized in revenue-generating activities over their remaining useful life. The Company evaluated this asset group in accordance with ASC 360 Property, Plant, and Equipment and concluded that an impairment was present. The aggregate carrying value of the asset group was $
Current Economic Conditions
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 softness in freight demand, continuing weakness in certain industrial and automotive end markets, labor availability and wage pressures, elevated interest rates and borrowing costs, and volatility in fuel, insurance, equipment and maintenance costs. These factors may adversely affect customer demand, operating margins, capital expenditures, asset utilization, liquidity and the valuation of certain long-lived assets. Actual results could differ materially from the Company’s estimates and assumptions.
In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update provides a practical expedient that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets when estimating expected credit losses. The Company adopted ASU 2025‑05 effective January 1, 2026 and elected the practical expedient. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. Since the impact is expected to be limited to expanded disclosures, management does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
7
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company generates revenue primarily from truckload, brokerage, intermodal, dedicated, and value-added logistics services, which are reported separately in 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.
To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to move freight.
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.
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.
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 lift services, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. 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.
During each of the twenty-six week periods ended July 4, 2026 and June 28, 2025, two original equipment manufacturers in the automotive industry accounted for approximately
In 2024, the Company completed a specialty project development arrangement for a customer that was accounted for as a single performance obligation. The Company has a related contract receivable with amounts payable in
8
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
During the first quarter of 2026, the Company sold its remaining marketable securities portfolio. Historically, marketable equity securities were 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 was determined based on quoted market prices in active markets, as described in Note 9.
The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands):
|
|
July 4, |
|
|
December 31, |
|
||
Fair value |
|
$ |
|
|
$ |
|
||
Cost basis |
|
|
|
|
|
|
||
Unrealized gain |
|
$ |
|
|
$ |
|
||
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):
|
|
July 4, |
|
|
December 31, |
|
||
Gross unrealized gains |
|
$ |
|
|
$ |
|
||
Gross unrealized losses |
|
|
|
|
|
( |
) |
|
Net unrealized gains |
|
$ |
|
|
$ |
|
||
The following table sets forth the Company’s net realized gains (losses) on marketable securities (in thousands):
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
||||
Realized gain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sale proceeds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Basis of securities sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Realized gain |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Realized gain, net of taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the thirteen-week and twenty-six week periods ended June 28, 2025, the Company recognized a net unrealized pre-tax gain (loss) of approximately $(
The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Following is a summary of the activity in the allowance for credit losses during the twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
Twenty-six Weeks Ended |
|
|||||
|
|
July 4, |
|
|
June 28, |
|
||
Balance at beginning of year |
|
$ |
|
|
$ |
|
||
Provision (reversals) for credit losses |
|
|
|
|
|
( |
) |
|
Uncollectible accounts written off |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
9
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis.
At July 4, 2026 and December 31, 2025, inventory consists of the following (in thousands):
|
|
July 4, |
|
|
December 31, |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Raw materials and supplies |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities are comprised of the following (in thousands):
|
|
July 4, |
|
|
December 31, |
|
||
Accrued payroll |
|
$ |
|
|
$ |
|
||
Accrued payroll taxes |
|
|
|
|
|
|
||
Driver escrow liabilities |
|
|
|
|
|
|
||
Legal settlements and claims |
|
|
|
|
|
|
||
Commissions, other taxes and other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Debt is comprised of the following (in thousands):
|
|
Interest Rates |
|
July 4, |
|
|
December 31, |
|
||
Outstanding Debt: |
|
|
|
|
|
|
|
|
||
Revolving Credit Facility (1) |
|
|
$ |
|
|
$ |
|
|||
CTL Financing (2) |
|
|
|
|
|
|
|
|||
Equipment Financing (3) |
|
|
|
|
|
|
|
|||
Real Estate Facility (4) |
|
NA |
|
|
|
|
|
|
||
Unamortized debt issuance costs |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Less current portion of long-term debt |
|
|
|
|
|
|
|
|
||
Total long-term debt, net of current portion |
|
|
|
$ |
|
|
$ |
|
||
(1)
(2)
10
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
(3)
(4)
ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
The following table summarizes the Company’s financial assets measured at fair value on a recurring basis at December 31, 2025 (in thousands):
|
|
December 31, |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair Value Measurement |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
There were no similar financial assets held by the Company and measured at fair value on a recurring basis at July 4, 2026.
The valuation techniques used to measure fair value for the items in the tables above are as follows:
The carrying amount of our receivables, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to their short maturities.
11
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
The Company’s Revolving Credit Facility and one equipment note bear interest at variable rates and are categorized as Level 2 liabilities. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates.
The fair values of the Company’s fixed-rate equipment promissory notes and CTL financing are estimated using discounted cash flow analyses based on current incremental borrowing rates for similar borrowing arrangements and are categorized as Level 2 liabilities.
The carrying value and estimated fair value of these promissory notes at July 4, 2026 and December 31, 2025 are summarized as follows:
|
|
July 4, |
|
|
December 31, |
|
||||||||||
|
|
Carrying |
|
|
Estimated Fair |
|
|
Carrying |
|
|
Estimated Fair |
|
||||
Equipment promissory notes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
CTL promissory note |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company has not elected the fair value option for any of its financial instruments.
As of July 4, 2026, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate.
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 July 4, 2026, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.
Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. 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.
12
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
The following table summarizes lease costs for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
Thirteen Weeks Ended July 4, 2026 |
|
|||||||||
|
|
With Affiliates |
|
|
With Third Parties |
|
|
Total |
|
|||
Lease cost |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
Thirteen Weeks Ended June 28, 2025 |
|
|||||||||
|
|
With Affiliates |
|
|
With Third Parties |
|
|
Total |
|
|||
Lease cost |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Twenty-six Weeks Ended July 4, 2026 |
|
|||||||||
|
|
With Affiliates |
|
|
With Third Parties |
|
|
Total |
|
|||
Lease cost |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
Twenty-six Weeks Ended June 28, 2025 |
|
|||||||||
|
|
With Affiliates |
|
|
With Third Parties |
|
|
Total |
|
|||
Lease cost |
|
|
|
|
|
|
|
|
|
|||
Operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
13
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
The following table summarizes other lease related information as of and for the twenty-six week periods ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
July 4, |
|
|||||||||
|
|
With |
|
|
With Third |
|
|
Total |
|
|||
Other information |
|
|
|
|
|
|
|
|
|
|||
Cash paid for amounts included in the measurement of operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use asset change due to lease termination |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
|||
Weighted-average discount rate |
|
|
% |
|
|
% |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
June 28, |
|
|||||||||
|
|
With |
|
|
With Third |
|
|
Total |
|
|||
Other information |
|
|
|
|
|
|
|
|
|
|||
Cash paid for amounts included in the measurement of operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use asset change due to lease termination |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Future right-of-use asset change due to a lease signed with a future commencement date |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
|||
Weighted-average discount rate |
|
|
% |
|
|
% |
|
|
% |
|||
Future minimum lease payments under these operating leases as of July 4, 2026, are as follows (in thousands):
|
|
With Affiliates |
|
|
With Third Parties |
|
|
Total |
|
|||
2026 (remaining) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
2030 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total required lease payments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less amounts representing interest |
|
|
|
|
|
|
|
|
( |
) |
||
Present value of lease liabilities |
|
|
|
|
|
|
|
$ |
|
|||
14
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun has investment authority over the shares held by such trusts and has the power to appoint and remove the special trustee. Frederick P. Calderone, a member of our Board, serves as special trustee of such trusts and exercises voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax and IT infrastructure services. The Audit Committee of our Board reviews and approves related-party transactions. The cost of these services is based on the actual or estimated utilization of the specific service.
We also purchase other services from affiliates.
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
||||
Insurance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Real estate rent and related costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Administrative support services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Truck fuel, maintenance and other operating costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliates’ 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.
We lease
We also purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an affiliated insurance company. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At July 4, 2026 and December 31, 2025, there were $
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 July 4, 2026 and December 31, 2025, amounts due to were $
During the twenty-six weeks ended June 28, 2025, we contracted with an affiliate to provide real property improvements for us totaling $
15
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
Services provided by Universal to Affiliates
We periodically provide transportation, logistics and facility-related services to companies affiliated with our controlling stockholder in connection with their customer contracts, purchase orders and operational needs. Certain truck fueling and administrative costs are netted against the related affiliate revenues in operating expense.
The following table summarizes services provided to affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
||||
Contracted transportation services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Facilities and related support |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
At July 4, 2026 and December 31, 2025, amounts due from were $
During the twenty-six weeks ended July 4, 2026, we sold used equipment to affiliates totaling $
As previously disclosed in our Current Report on Form 8-K filed June 26, 2026, in June 2026, we sold a real property facility located in Kearny, New Jersey (the “Kearny Facility”) to Lakeshore Ventures LLC, an affiliate. In exchange, we received cash consideration of approximately $
The Kearny Facility had a carrying value of approximately $
We evaluated the acquisition of Passaic under ASC 805, Business Combinations, to determine whether Passaic constitutes a “business” as defined therein. Because substantially all of the fair value of Passaic’s assets is concentrated in a single identifiable asset, the Newark Facility, Passaic does not meet the definition of a business, and the transaction has been accounted for as an asset acquisition. No goodwill has been recognized in connection with acquisition.
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.
In each of the thirteen weeks and twenty-six weeks ended July 4, 2026, we excluded
On
16
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
We report our financial results in
Our contract logistics segment includes value-added and dedicated transportation services that support inbound logistics to industrial customers and major retailers, generally pursuant to contracts with 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. Our trucking segment is associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers. Other non-reportable segments include subsidiaries that provide administrative and support services to other Company subsidiaries.
The following tables summarize financial information about our reportable segments for the thirteen week and twenty-six week periods ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
Thirteen Weeks Ended July 4, 2026 |
|
|||||||||||||||||
|
|
Contract Logistics |
|
|
Intermodal |
|
|
Trucking |
|
|
Other (2) |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct personnel and related benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating supplies and expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Commission expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Occupancy expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other segment expenses (3) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
(3)
17
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
|
|
Thirteen Weeks Ended June 28, 2025 |
|
|||||||||||||||||
|
|
Contract Logistics |
|
|
Intermodal |
|
|
Trucking |
|
|
Other (2) |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct personnel and related benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating supplies and expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Commission expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Occupancy expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other segment expenses (3) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
(3)
|
|
Twenty-six Weeks Ended July 4, 2026 |
|
|||||||||||||||||
|
|
Contract Logistics |
|
|
Intermodal |
|
|
Trucking |
|
|
Other (2) |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct personnel and related benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating supplies and expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Commission expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Occupancy expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other segment expenses (3) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
(3)
18
UNIVERSAL LOGISTICS HOLDINGS, INC.
Notes to Unaudited Consolidated Financial Statements - Continued
|
|
Twenty-six Weeks Ended June 28, 2025 |
|
|||||||||||||||||
|
|
Contract Logistics |
|
|
Intermodal |
|
|
Trucking |
|
|
Other (2) |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total operating revenues (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct personnel and related benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating supplies and expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Commission expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Occupancy expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other segment expenses (3) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from operations |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
(3)
Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.
The Company is involved in certain claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. The Company records accruals for claims within its self-insured retention amounts when losses are probable and reasonably estimable. Based on the facts currently known and, in certain cases, the opinions of outside counsel, management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, if the Company experiences claims that are not covered by insurance, exceed policy limits or exceed estimated reserves, it could increase the volatility of earnings and adversely affect the Company’s financial condition, results of operations or cash flows.
On
19
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events, future financial performance, anticipated demand for our services, expected operating results, future capital expenditures, liquidity, financing arrangements, market conditions, business strategies and other matters that are not historical facts. In some cases, forward-looking statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions.
These forward-looking statements are based on management’s current beliefs, expectations and assumptions regarding future events and are subject to risks, uncertainties and other factors, many of which are beyond our control. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include, among others, changes in freight demand, customer activity levels, automotive and industrial production, labor availability and costs, fuel prices, insurance costs, interest rates, capital expenditures, the availability of qualified owner-operators and drivers, the impact of inflationary pressures, the strength of the U.S. economy, the timing and success of cost reduction initiatives, changes in laws and regulations, cybersecurity risks, supply chain disruptions, and the other risks described in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Overview
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico and Canada. On May 1, 2025, we completed a reincorporation from Michigan to Nevada pursuant to a statutory conversion approved by our stockholders. Through our operating subsidiaries, we provide an integrated portfolio of transportation and logistics services designed to support customers throughout their supply chains, including value-added, dedicated, intermodal and trucking services.
Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their supply chains more efficiently. We market our services through a direct sales and marketing network focused on large customers in specific industry sectors, through company-managed facilities, and through a contract network of agents who solicit freight business directly from shippers. Our business model is designed to provide flexibility in managing purchased transportation, labor and equipment costs and to allow us to respond quickly to changes in customer demand and shipping volumes.
We generate substantially all of our revenues from fees charged to customers for transportation services and customized logistics solutions. We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management, storage and other related services.
Operations in our intermodal and trucking segments are generally associated with individual freight shipments coordinated by our agents and company-managed terminals. In contrast, our contract logistics segment provides value-added services and dedicated transportation solutions to specific customers, generally pursuant to contracts with terms of one year or longer. As a result, our contract logistics segment generally provides greater visibility into volumes and pricing, while our intermodal and trucking segments are more directly affected by spot market conditions, customer shipping patterns and general freight demand. Our segments are also distinguished by the extent to which we dedicate personnel, equipment and other resources to support customer-specific requirements.
During the first half of 2026, we continued to operate in a challenging environment in certain parts of our business, particularly in intermodal and certain industrial and automotive end markets. Freight demand remained uneven, customer activity levels remained below historical levels in certain markets, and elevated labor, insurance, equipment, maintenance and borrowing costs continued to pressure margins.
The following discussion of our financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 and the unaudited Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q.
20
Current Economic Conditions
We continue to operate in an uncertain macroeconomic environment. Freight demand remains uneven across many end markets, particularly in certain industrial, automotive and consumer-related sectors. Production levels and shipping volumes in certain automotive and heavy industrial markets have remained below historical levels, which has negatively affected demand for portions of our contract logistics, intermodal and trucking services.
In addition, we continue to experience elevated costs for labor, employee benefits, insurance, equipment, maintenance, fuel and interest expense. While we seek to mitigate these pressures through pricing initiatives, productivity improvements, cost controls and customer contract renewals, there can be no assurance that such actions will fully offset increased costs or reductions in shipping volumes.
New or increased tariffs on imported goods, trade restrictions, geopolitical instability, supply chain disruptions or other macroeconomic developments could adversely affect shipping volumes, customer demand and overall freight activity. These factors could negatively affect our revenues, profitability, cash flows and financial condition.
Despite these challenges, we believe that cash generated from operations, available cash balances and borrowing capacity under our revolving credit facility and other financing arrangements will be sufficient to fund working capital needs, planned capital expenditures and debt service requirements over the next twelve months. However, our future liquidity, financial condition and results of operations will depend on a number of factors beyond our control, including freight demand, customer shipping patterns, pricing, labor availability, interest rates and broader economic conditions.
Operating Revenues
For financial reporting purposes, we group our services into five primary categories: truckload, brokerage, intermodal, dedicated, and value-added logistics services. Truckload, brokerage and intermodal services are generally associated with individual freight shipments coordinated by our agents and company-managed terminals, while dedicated and value-added services are typically provided pursuant to customer-specific arrangements, generally under contracts with terms of one year or longer.
Truckload includes dry van, flatbed, heavy-haul and refrigerated transportation. Brokerage is provided through third-party transportation providers. Intermodal includes rail-truck, steamship-truck and related drayage support services. Dedicated consists generally of short-run or round-trip transportation services provided to specific customers within defined geographic areas. Value-added services include material handling, sequencing, warehousing, returnable container management, specialty project development and other customer-specific logistics solutions.
The following table sets forth operating revenues from each of these service categories for the thirteen weeks and twenty-six weeks ended July 4, 2026 and June 28, 2025, expressed as a percentage of total operating revenues:
|
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
|||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Truckload services |
|
|
11.9 |
% |
|
|
11.7 |
% |
|
|
10.6 |
% |
|
|
10.8 |
% |
|
Brokerage services |
|
|
5.1 |
|
|
|
5.0 |
|
|
|
4.8 |
|
|
|
5.1 |
|
|
Intermodal services |
|
|
11.4 |
|
|
|
17.2 |
|
|
|
12.1 |
|
|
|
17.5 |
|
|
Dedicated services |
|
|
23.2 |
|
|
|
20.8 |
|
|
|
23.1 |
|
|
|
21.5 |
|
|
Value-added services |
|
|
48.4 |
|
|
|
45.3 |
|
|
|
49.4 |
|
|
|
45.1 |
|
|
Total operating revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
21
Results of Operations
Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025
The following tables set forth selected items derived from our consolidated statements of income for the thirteen weeks ended July 4, 2026 and June 28, 2025, expressed as a percentage of total operating revenues. The period-to-period discussion that follows should be read together with the table and focuses on the primary drivers of changes in revenues, operating expenses and profitability.
During the second quarter of 2026, the gain on the sale of certain real property and improved segment execution favorably impacted our operating margins. The favorable impact was partially offset by a non-cash asset impairment expense and charges related to developments in outstanding legal matters during the period.
|
|
Thirteen Weeks Ended |
|
|||||||||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
Percent Change in Dollar Amount |
|
|||||||||||
(Dollars in millions) |
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
% |
|
|||||
Operating revenues |
|
$ |
379,323 |
|
|
|
100.0 |
% |
|
$ |
393,794 |
|
|
|
100.0 |
% |
|
|
(3.7 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
67,014 |
|
|
|
17.7 |
|
|
|
81,508 |
|
|
|
20.7 |
|
|
|
(17.8 |
) |
Direct personnel and related benefits |
|
|
164,798 |
|
|
|
43.4 |
|
|
|
168,032 |
|
|
|
42.7 |
|
|
|
(1.9 |
) |
Operating supplies and expenses |
|
|
56,287 |
|
|
|
14.8 |
|
|
|
50,358 |
|
|
|
12.8 |
|
|
|
11.8 |
|
Commission expense |
|
|
4,468 |
|
|
|
1.2 |
|
|
|
4,395 |
|
|
|
1.1 |
|
|
|
1.7 |
|
Occupancy expense |
|
|
16,264 |
|
|
|
4.3 |
|
|
|
11,803 |
|
|
|
3.0 |
|
|
|
37.8 |
|
General and administrative |
|
|
16,019 |
|
|
|
4.2 |
|
|
|
14,026 |
|
|
|
3.6 |
|
|
|
14.2 |
|
Insurance and claims |
|
|
17,523 |
|
|
|
4.6 |
|
|
|
7,599 |
|
|
|
1.9 |
|
|
|
130.6 |
|
Depreciation and amortization |
|
|
33,184 |
|
|
|
8.7 |
|
|
|
36,203 |
|
|
|
9.2 |
|
|
|
(8.3 |
) |
Gain on disposal of property and equipment |
|
|
(45,257 |
) |
|
|
(11.9 |
) |
|
|
(23 |
) |
|
|
(0.0 |
) |
|
n/m |
|
|
Impairment expense |
|
|
3,886 |
|
|
|
1.0 |
|
|
|
— |
|
|
|
— |
|
|
n/m |
|
|
Total operating expenses |
|
|
334,186 |
|
|
|
88.1 |
|
|
|
373,901 |
|
|
|
94.9 |
|
|
|
(10.6 |
) |
Income from operations |
|
|
45,137 |
|
|
|
11.9 |
|
|
|
19,893 |
|
|
|
5.1 |
|
|
|
126.9 |
|
Interest expense, net |
|
|
(10,560 |
) |
|
|
(2.8 |
) |
|
|
(8,852 |
) |
|
|
(2.2 |
) |
|
|
19.3 |
|
Other non-operating income |
|
|
(2 |
) |
|
|
(0.0 |
) |
|
|
149 |
|
|
|
0.0 |
|
|
|
(101.3 |
) |
Income before income taxes |
|
|
34,575 |
|
|
|
9.1 |
|
|
|
11,190 |
|
|
|
2.9 |
|
|
|
209.0 |
|
Income tax expense |
|
|
8,389 |
|
|
|
2.2 |
|
|
|
2,874 |
|
|
|
0.8 |
|
|
|
191.9 |
|
Net income |
|
$ |
26,186 |
|
|
|
6.9 |
% |
|
$ |
8,316 |
|
|
|
2.1 |
% |
|
|
214.9 |
% |
Operating Revenues
Operating revenues decreased by $14.5 million, or 3.7%, to $379.3 million for the thirteen weeks ended July 4, 2026, from $393.8 million for the thirteen weeks ended June 28, 2025. The decrease was primarily attributable to lower rates and volumes in our intermodal segment. The decrease was partially offset by an increase in our contract logistics segment, primarily driven by an increase in our revenue from value-added programs and strong dedicated transportation volumes.
Included in operating revenues for the thirteen weeks ended July 4, 2026, were separately identified fuel surcharges of $24.8 million, compared to $20.2 million in the prior year period.
Purchased Transportation and Equipment Rent
Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and third-party capacity providers. Purchased transportation and equipment rent was $67.0 million for the thirteen weeks ended July 4, 2026, compared to $81.5 million in the prior year period. The decrease was primarily attributable to lower transactional transportation volumes and a decrease in the mix of owner-operators versus employee drivers in certain intermodal operations.
Direct Personnel and Related Benefits
Direct personnel and related benefits expense was $164.8 million for the thirteen weeks ended July 4, 2026, compared to $168.0 million in the prior year period. Trends in direct personnel and related benefits are generally correlated with operating facility requirements, headcount levels and labor utilization in our contract logistics segment, including value-added services and dedicated transportation, as well as the use of employee drivers in certain intermodal operations. The decrease in the current year period was primarily attributable to fewer programs in our value-added rail services operations.
22
Operating Supplies and Expenses
Operating supplies and expenses include items such as fuel, maintenance, utilities, communications, equipment repairs, cost of materials and other operating costs. Operating supplies and expenses were $56.3 million for the thirteen weeks ended July 4, 2026, compared to $50.4 million in the prior year period. The increase was primarily attributable to an increase in fuel expense on company tractors.
Commission Expense
Commission expense was $4.5 million for the thirteen weeks ended July 4, 2026, compared to $4.4 million in the prior year period. The change was primarily attributable to increases in revenue generated through our agent-based trucking operations.
Occupancy Expense
Occupancy expense was $16.3 million for the thirteen weeks ended July 4, 2026, compared to $11.8 million in the prior year period. The change was primarily due to additional properties being leased under our contract logistics segment.
General and Administrative Expense
General and administrative expense was $16.0 million for the thirteen weeks ended July 4, 2026, compared to $14.0 million in the prior year period. The increase was primarily attributable to a reserve increase related to an outstanding legal matter during the period.
Insurance and Claims Expense
Insurance and claims expense was $17.5 million for the thirteen weeks ended July 4, 2026, compared to $7.6 million in the prior year period. The increase was primarily attributable to an increase in reserves for auto liability claims related to ongoing matters, including those involving third-party broker carriers.
Depreciation and Amortization
Depreciation and amortization expense was $33.2 million for the thirteen weeks ended July 4, 2026, compared to $36.2 million in the prior year period. Depreciation expense decreased $0.2 million and amortization expense decreased $2.8 million. The decrease in depreciation expense is primarily attributable to certain fixed assets becoming fully depreciated. The decrease in amortization is due to the previous impairment of certain customer-relationship intangible assets in our intermodal segment in the third quarter of 2025.
Gain on Disposal of Property and Equipment
Gain on disposal of property and equipment was $45.3 million for the thirteen weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was primarily attributable to the gain recognized on the sale of property located in Kearny, New Jersey to an affiliate.
Impairment Expense
Impairment expense was $3.9 million for the thirteen weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was attributable to a non-cash impairment charge related to a group of tractors that are no longer expected to be utilized in operations.
Interest Expense, Net
Net interest expense was $10.6 million for the thirteen weeks ended July 4, 2026, compared to $8.9 million in the prior year period. The change reflects an increase in average interest rates on our outstanding borrowings. As of July 4, 2026, total outstanding borrowings were approximately $695.5 million, compared to $798.6 million as of June 28, 2025.
Other Non-Operating Income
Other non-operating income was $0.0 million for the thirteen weeks ended July 4, 2026, compared to $0.1 million in the prior year period. The activity in other non-operating income is not material.
Income Tax Expense
Income tax expense was $8.4 million for the thirteen weeks ended July 4, 2026, compared to income tax expense of $2.9 million in the prior year period. The increase in income tax expense can be attributed to increases in pre-tax income. Our effective income tax rate was 24.3% for the thirteen weeks ended July 4, 2026, compared to 25.7% in the prior year period. The change in effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.
23
Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025
The following tables set forth selected items derived from our consolidated statements of income for the twenty-six weeks ended July 4, 2026 and June 28, 2025, expressed as a percentage of total operating revenues. The period-to-period discussion that follows should be read together with the table and focuses on the primary drivers of changes in revenues, operating expenses and profitability:
|
|
Twenty-six Weeks Ended |
|
|||||||||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
Percent Change in Dollar Amount |
|
|||||||||||
(Dollars in millions) |
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
% |
|
|||||
Operating revenues |
|
$ |
746,898 |
|
|
|
100.0 |
% |
|
$ |
776,183 |
|
|
|
100.0 |
% |
|
|
(3.8 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchased transportation and equipment rent |
|
|
127,692 |
|
|
|
17.1 |
|
|
|
161,251 |
|
|
|
20.8 |
|
|
|
(20.8 |
) |
Direct personnel and related benefits |
|
|
341,002 |
|
|
|
45.7 |
|
|
|
332,533 |
|
|
|
42.8 |
|
|
|
2.5 |
|
Operating supplies and expenses |
|
|
104,614 |
|
|
|
14.0 |
|
|
|
101,669 |
|
|
|
13.1 |
|
|
|
2.9 |
|
Commission expense |
|
|
8,653 |
|
|
|
1.2 |
|
|
|
8,651 |
|
|
|
1.1 |
|
|
|
0.0 |
|
Occupancy expense |
|
|
31,823 |
|
|
|
4.3 |
|
|
|
23,056 |
|
|
|
3.0 |
|
|
|
38.0 |
|
General and administrative |
|
|
31,088 |
|
|
|
4.2 |
|
|
|
27,203 |
|
|
|
3.5 |
|
|
|
14.3 |
|
Insurance and claims |
|
|
25,121 |
|
|
|
3.4 |
|
|
|
14,563 |
|
|
|
1.9 |
|
|
|
72.5 |
|
Depreciation and amortization |
|
|
68,827 |
|
|
|
9.2 |
|
|
|
71,691 |
|
|
|
9.2 |
|
|
|
(4.0 |
) |
Gain on disposal of property and equipment |
|
|
(45,722 |
) |
|
|
(6.1 |
) |
|
|
(7 |
) |
|
|
(0.0 |
) |
|
n/m |
|
|
Impairment expense |
|
|
3,886 |
|
|
|
0.5 |
|
|
|
— |
|
|
|
— |
|
|
n/m |
|
|
Total operating expenses |
|
|
696,984 |
|
|
|
93.3 |
|
|
|
740,610 |
|
|
|
95.4 |
|
|
|
(5.9 |
) |
Income from operations |
|
|
49,914 |
|
|
|
6.7 |
|
|
|
35,573 |
|
|
|
4.6 |
|
|
|
40.3 |
|
Interest expense, net |
|
|
(20,266 |
) |
|
|
(2.7 |
) |
|
|
(17,075 |
) |
|
|
(2.2 |
) |
|
|
18.7 |
|
Other non-operating income |
|
|
293 |
|
|
|
0.0 |
|
|
|
727 |
|
|
|
0.1 |
|
|
|
(59.7 |
) |
Income before income taxes |
|
|
29,941 |
|
|
|
4.0 |
|
|
|
19,225 |
|
|
|
2.5 |
|
|
|
55.7 |
|
Income tax expense |
|
|
7,266 |
|
|
|
1.0 |
|
|
|
4,895 |
|
|
|
0.7 |
|
|
|
48.4 |
|
Net income |
|
$ |
22,675 |
|
|
|
3.0 |
% |
|
$ |
14,330 |
|
|
|
1.8 |
% |
|
|
58.2 |
% |
Operating Revenues
Operating revenues decreased by $29.3 million, or 3.8%, to $746.9 million for the twenty-six weeks ended July 4, 2026, from $776.2 million for the twenty-six weeks ended June 28, 2025. The decrease was primarily attributable to lower rates and volumes in our intermodal segment. The decrease was partially offset by an increase in our contract logistics segment, primarily driven by an increase in our revenue from value-added programs and strong dedicated transportation volumes.
Included in operating revenues for the twenty-six weeks ended July 4, 2026, were separately identified fuel surcharges of $43.2 million, compared to $41.1 million in the prior year period.
Purchased Transportation and Equipment Rent
Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and third-party capacity providers. Purchased transportation and equipment rent was $127.7 million for the twenty-six weeks ended July 4, 2026, compared to $161.3 million in the prior year period. The decrease was primarily attributable to lower transactional transportation volumes and a decrease in the mix of owner-operators versus employee drivers in certain intermodal operations.
Direct Personnel and Related Benefits
Direct personnel and related benefits expense was $341.0 million for the twenty-six weeks ended July 4, 2026, compared to $332.5 million in the prior year period. Trends in direct personnel and related benefits are generally correlated with operating facility requirements, headcount levels and labor utilization in our contract logistics segment, including value-added services and dedicated transportation, as well as the use of employee drivers in certain intermodal operations. The increase in the current year period was primarily attributable to certain new contract logistics programs, partially offset by fewer programs in our value-added rail services operations.
Operating Supplies and Expenses
Operating supplies and expenses include items such as fuel, maintenance, utilities, communications, equipment repairs, cost of materials and other operating costs. Operating supplies and expenses were $104.6 million for the twenty-six weeks ended July 4, 2026, compared to $101.7 million in the prior year period. The increase was primarily attributable to an increase in fuel expense on company tractors.
24
Commission Expense
Commission expense was $8.7 million for both the twenty-six week periods ended July 4, 2026 and June 28, 2025.
Occupancy Expense
Occupancy expense was $31.8 million for the twenty-six weeks ended July 4, 2026, compared to $23.1 million in the prior year period. The change was primarily attributable to additional properties being leased under our contract logistics segment.
General and Administrative Expense
General and administrative expense was $31.1 million for the twenty-six weeks ended July 4, 2026, compared to $27.2 million in the prior year period. The increase was primarily attributable to a reserve increase related to an outstanding legal matter during the period.
Insurance and Claims Expense
Insurance and claims expense was $25.1 million for the twenty-six weeks ended July 4, 2026, compared to $14.6 million in the prior year period. The increase was primarily attributable to an increase in reserves for auto liability claims related to ongoing matters, including those involving third-party broker carriers.
Depreciation and Amortization
Depreciation and amortization expense was $68.8 million for the twenty-six weeks ended July 4, 2026, compared to $71.7 million in the prior year period. Depreciation expense increased $2.6 million and amortization expense decreased $5.4 million. The increase in depreciation expense is primarily attributable to incremental fixed asset additions. The decrease in amortization is due to the previous impairment of certain customer-relationship intangible assets in our intermodal segment in the third quarter of 2025.
Gain on Disposal of Property and Equipment
Gain on disposal of property and equipment was $45.7 million for the twenty-six weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was primarily attributable to the gain recognized on the sale of our property located in Kearny, New Jersey to an affiliate.
Impairment Expense
Impairment expense was $3.9 million for the twenty-six weeks ended July 4, 2026, compared to $0.0 million in the prior year period. The increase was attributable to a non-cash impairment charge related to a group of tractors that are no longer expected to be utilized in operations.
Interest Expense, Net
Net interest expense was $20.3 million for the twenty-six weeks ended July 4, 2026, compared to $17.1 million in the prior year period. The increase reflects an increase in average interest rates on our outstanding borrowings. As of July 4, 2026, total outstanding borrowings were approximately $695.5 million, compared to $798.6 million as of June 28, 2025.
Other Non-Operating Income
Other non-operating income was $0.3 million for the twenty-six weeks ended July 4, 2026, compared to $0.7 million in the prior year period. The activity in other non-operating income is not material.
Income Tax Expense
Income tax expense was $7.3 million for the twenty-six weeks ended July 4, 2026, compared to income tax expense of $4.9 million in the prior year period. The increase in income tax expense can be attributed to increases in pre-tax income. Our effective income tax rate was 24.3% for the twenty-six weeks ended July 4, 2026, compared to 25.5% in the prior year period. The change in effective tax rate was due to a change in the mix of operating profits and losses between foreign and domestic tax jurisdictions.
25
Segment Financial Results
We report our financial results in three reportable segments: contract logistics, intermodal and trucking. This presentation reflects the manner in which management evaluates the business, including the economic characteristics and operating performance of each segment. The following tables summarize information about our reportable segments for the thirteen week and twenty-six week periods ended July 4, 2026 and June 28, 2025 (in thousands):
|
|
Operating Revenues |
|
|||||||||||||
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
||||
Contract logistics |
|
$ |
271,424 |
|
|
$ |
260,556 |
|
|
$ |
540,957 |
|
|
$ |
516,448 |
|
Intermodal |
|
|
44,077 |
|
|
|
68,914 |
|
|
|
91,931 |
|
|
|
139,610 |
|
Trucking |
|
|
63,822 |
|
|
|
64,069 |
|
|
|
114,010 |
|
|
|
119,652 |
|
Other |
|
|
— |
|
|
|
255 |
|
|
|
— |
|
|
|
473 |
|
Total operating revenues |
|
$ |
379,323 |
|
|
$ |
393,794 |
|
|
$ |
746,898 |
|
|
$ |
776,183 |
|
|
|
Income from Operations |
|
|||||||||||||
|
|
Thirteen Weeks Ended |
|
|
Twenty-six Weeks Ended |
|
||||||||||
|
|
July 4, |
|
|
June 28, |
|
|
July 4, |
|
|
June 28, |
|
||||
Contract logistics |
|
$ |
24,599 |
|
|
$ |
21,770 |
|
|
$ |
42,071 |
|
|
$ |
45,629 |
|
Intermodal |
|
|
(10,450 |
) |
|
|
(5,676 |
) |
|
|
(23,566 |
) |
|
|
(16,385 |
) |
Trucking |
|
|
2,855 |
|
|
|
3,340 |
|
|
|
3,421 |
|
|
|
5,530 |
|
Other |
|
|
28,133 |
|
|
|
459 |
|
|
|
27,988 |
|
|
|
799 |
|
Total income from operations |
|
$ |
45,137 |
|
|
$ |
19,893 |
|
|
$ |
49,914 |
|
|
$ |
35,573 |
|
Thirteen Weeks Ended July 4, 2026 Compared to Thirteen Weeks Ended June 28, 2025
Contract Logistics
Operating revenues in our contract logistics segment were $271.4 million for the thirteen weeks ended July 4, 2026, compared to $260.6 million in the prior year period. The change was primarily attributable to certain new value-added programs, increases in certain existing value-added program volumes, and strong dedicated transportation volumes. These increases were partially offset by fewer programs in our value-added rail services operations. Included in contract logistics segment revenues for the thirteen weeks ended July 4, 2026, were separately identified fuel surcharges of $10.5 million, compared to $7.3 million in the prior year period.
Income from operations in the contract logistics segment was $24.6 million for the thirteen weeks ended July 4, 2026, compared to $21.8 million in the prior year period. Operating margin in the contract logistics segment was 9.1% for the current year period, compared to 8.4% in the prior year period. The change in operating margin was primarily attributable to a decrease in labor costs.
Intermodal
Operating revenues in our intermodal segment were $44.1 million for the thirteen weeks ended July 4, 2026, compared to $68.9 million in the prior year period. The change was primarily attributable to decreases in load volumes and average operating revenue per load, excluding fuel surcharges. Included in intermodal segment revenues for the thirteen weeks ended July 4, 2026, were separately identified fuel surcharges of $7.1 million, compared to $8.2 million in the prior year period. Intermodal segment revenues also included detention, demurrage and storage charges of $5.2 million, compared to $9.2 million in the prior year period.
The loss from operations in the intermodal segment was $(10.4) million for the thirteen weeks ended July 4, 2026, compared to a loss from operations of $(5.7) million in the prior year period. Operating margin in the intermodal segment was (23.7)% for the current year period, compared to (8.2)% in the prior year period. The change in operating margin is primarily attributable to the impact of lower revenues on the segment’s fixed cost base.
Trucking
Operating revenues in our trucking segment were $63.8 million for the thirteen weeks ended July 4, 2026, compared to $64.1 million in the prior year period. The decrease was primarily attributable to a decrease in load volumes, which was mostly offset by an increase in the average operating revenue per load, excluding fuel surcharges. Included in trucking segment revenues for the thirteen weeks ended July 4, 2026, were brokerage revenues of $18.8 million, compared to $18.4 million in the prior year period, and separately identified fuel surcharges of $5.6 million, compared to $3.4 million in the prior year period.
26
Income from operations in the trucking segment was $2.9 million for the thirteen weeks ended July 4, 2026, compared to $3.3 million in the prior year period. Operating margin in the trucking segment was 4.5% for the current year period, compared to 5.2% in the prior year period. The decrease in operating margin is due to a decrease in higher margin specialized heavy-haul services.
Twenty-six Weeks Ended July 4, 2026 Compared to Twenty-six Weeks Ended June 28, 2025
Contract Logistics
Operating revenues in our contract logistics segment were $541.0 million for the twenty-six weeks ended July 4, 2026, compared to $516.4 million in the prior year period. The change was primarily attributable to certain new value-added programs, increases in certain existing value-added program volumes, and strong dedicated transportation volumes. These increases were partially offset by fewer programs in our value-added rail services operations. Included in contract logistics segment revenues for the twenty-six weeks ended July 4, 2026, were separately identified fuel surcharges of $18.4 million, compared to $16.0 million in the prior year period.
Income from operations in the contract logistics segment was $42.1 million for the twenty-six weeks ended July 4, 2026, compared to $45.6 million in the prior year period. Operating margin in the contract logistics segment was 7.8% for the current year period, compared to 8.8% in the prior year period. The change in operating margin was primarily attributable to an increase in occupancy expense.
Intermodal
Operating revenues in our intermodal segment were $91.9 million for the twenty-six weeks ended July 4, 2026, compared to $139.6 million in the prior year period. The change was primarily attributable to decreases in load volumes and average operating revenue per load, excluding fuel surcharges. Included in intermodal segment revenues for the twenty-six weeks ended July 4, 2026, were separately identified fuel surcharges of $12.5 million, compared to $16.3 million in the prior year period. Intermodal segment revenues also included detention, demurrage and storage charges of $12.3 million, compared to $16.6 million in the prior year period.
The loss from operations in the intermodal segment was $(23.6) million for the twenty-six weeks ended July 4, 2026, compared to a loss from operations of $(16.4) million in the prior year period. Operating margin in the intermodal segment was (25.6)% for the current year period, compared to (11.7)% in the prior year period. The decrease in operating margin is primarily attributable to the effect of lower revenues on the segment’s fixed cost base.
Trucking
Operating revenues in our trucking segment were $114.0 million for the twenty-six weeks ended July 4, 2026, compared to $119.7 million in the prior year period. The change was primarily attributable to decreases in load volumes and decreases in brokerage revenue, which was partially offset by an increase in average operating revenue per load, excluding fuel surcharges. Included in trucking segment revenues for the twenty-six weeks ended July 4, 2026, were brokerage revenues of $35.0 million, compared to $36.4 million in the prior year period, and separately identified fuel surcharges of $9.2 million, compared to $6.9 million in the prior year period.
Income from operations in the trucking segment was $3.4 million for the twenty-six weeks ended July 4, 2026, compared to $5.5 million in the prior year period. Operating margin in the trucking segment was 3.0% for the current year period, compared to 4.6% in the prior year period. The decrease in operating margin is due to a decrease in higher margin specialized heavy-haul services.
Liquidity and Capital Resources
Our primary uses of cash are working capital requirements, capital expenditures, debt service, dividend payments, share repurchases and acquisitions. Working capital requirements are generally driven by customer payment terms, payroll, fuel costs, insurance costs, purchased transportation costs and other operating expenses.
As of July 4, 2026, we had cash and cash equivalents of approximately $20.3 million and approximately $238.8 million of availability under our revolving credit facility. Total outstanding borrowings were approximately $695.5 million, including borrowings under our revolving credit facility, equipment financing arrangements, and approximately $185.3 million of CTL debt. The CTL debt is generally 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.
Although we were in compliance with all financial covenants as of July 4, 2026, our credit agreements require ongoing monitoring of leverage ratios, fixed charge coverage ratios, minimum liquidity levels and other financial covenants. Given the continued pressure on earnings from uneven freight demand, elevated interest rates and higher labor, insurance and maintenance costs, we continue to actively monitor covenant compliance, liquidity and borrowing capacity.
We believe that cash generated from operations, together with available borrowings under our revolving credit facility and other financing arrangements, will be sufficient to fund our working capital needs, planned capital expenditures, debt service obligations and dividend payments for at least the next twelve months.
27
Capital Expenditures
In June 2026, we received a real property facility located in Newark, New Jersey with a fair value of $55.6 million as partial consideration in connection with the sale of a real property facility in Kearny, New Jersey. See Note 11 in the Notes to Consolidated Financial Statements (Unaudited) for further information. Excluding the property exchange, capital expenditures for the twenty-six weeks ended July 4, 2026 were $22.9 million and consisted primarily of investments in transportation equipment, terminal facilities and expenditures in support of value-added programs.
For the remainder of 2026, we currently expect capital expenditures to be approximately $80.0 million. Actual spending may vary based on customer demand, equipment availability, pricing, timing of value-added opportunities, market conditions and liquidity considerations.
Discussion of Cash Flows
Net cash provided by operating activities was $73.9 million for the twenty-six weeks ended July 4, 2026, compared with $110.0 million during the same period last year. The decrease primarily reflected lower operating results in each of our reportable segments, particularly intermodal, and higher cash interest payments, partially offset by lower cash income tax payments. The decrease also reflected $3.9 million of cash used for working capital during the current-year period, compared with $10.5 million of cash provided by working capital during the prior-year period. This change was driven largely by trade and other accounts receivable, which used $12.7 million of cash during the current-year period, compared with providing $36.3 million during the prior-year period, primarily due to the timing of customer billings and collections.
Net cash provided by investing activities was $28.0 million for the twenty-six weeks ended July 4, 2026, compared with $130.0 million of net cash used in investing activities during the same period last year. The change primarily reflected a decrease in capital expenditures to $22.9 million from $136.8 million, due principally to the timing and level of investments in transportation equipment, terminal facilities and value-added programs. The change also reflected an increase in proceeds from sales of property and equipment to $40.3 million from $4.5 million, primarily attributable to the sale of the Kearny Facility, and an increase in proceeds from sales of marketable securities to $10.6 million from $2.3 million.
Net cash used in financing activities was $113.1 million for the twenty-six weeks ended July 4, 2026, compared with $30.3 million of net cash provided by financing activities during the same period last year. The change primarily reflected an increase in term-debt repayments to $160.0 million from $63.5 million, including the repayment in full of our Real Estate Facility, a decrease in term-debt borrowings to $9.4 million from $37.2 million and a decrease in net borrowings under our revolving credit facility to $43.8 million from $62.2 million.
Off-Balance Sheet Arrangements
As of July 4, 2026, we had no off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
A summary of our critical accounting policies is presented in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies,” included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies during the thirteen weeks ended July 4, 2026.
Seasonality
Our value-added logistics services experience seasonal demand patterns driven by automotive production schedules, customer shutdown periods and model changeovers. Transportation services are also affected by weather patterns, holiday shipping schedules and changes in customer production levels.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the twenty-six weeks ended July 4, 2026, we sold our remaining marketable equity securities, repaid the Real Estate Facility and settled the related interest-rate swap. As a result, we no longer have material market risk associated with marketable equity securities or the interest-rate swap. At July 4, 2026, we had approximately $273.5 million of variable-rate borrowings. Assuming those borrowings remained constant for a full year, a hypothetical 100-basis-point increase in interest rates would increase annual interest expense by approximately $2.7 million. There were no other material changes in the Company’s market-risk exposure described in Part II, Item 7Aof our 2025 Form 10-K.
28
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of July 4, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
As previously disclosed in Part II, Item 9A, “Controls and Procedures,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to deficiencies in controls over complex accounting analyses and estimates, including goodwill impairment analyses, the review of reporting unit carrying values and significant assumptions used in valuation models, and the availability of sufficient technical accounting resources to address significant non-routine transactions and related financial statement disclosures.
As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of July 4, 2026.
The material weakness resulted in a material misstatement of the Company’s previously issued interim financial statements for the period ended September 27, 2025. The Company corrected that misstatement by filing Amendment No. 1 to its Quarterly Report on Form 10-Q/A on March 9, 2026. Management has concluded that the material weakness did not result in a material misstatement of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q; however, until remediated, the material weakness could result in a material misstatement of the Company’s annual or interim financial statements that may not be prevented or detected in a timely manner.
Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Remediation Activities
Management, with oversight from the Audit Committee of the Board of Directors, continues to implement measures designed to remediate the material weakness described above. During the quarter ended July 4, 2026, the Company continued to enhance its internal control environment through the following actions:
The Company is also in the process of further enhancing its internal control framework and documentation procedures in connection with the continued engagement of external internal control consultants. Although management believes these remediation activities will strengthen the Company’s internal control over financial reporting, the material weakness will not be considered remediated until the applicable controls have been fully implemented, have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control over Financial Reporting
Except for the remediation measures described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended July 4, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
29
Inherent Limitations on Effectiveness of Controls
Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.
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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
For information regarding legal proceedings, see Note 16 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.
ITEM 1A: RISK FACTORS
The following risk factor replaces the risk factor entitled “Insurance, claims exposure, and ‘nuclear verdict’ trends could materially increase costs” included in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10‑K for the year ended December 31, 2025.
Accidents involving our vehicles, drivers, owner-operators or third-party motor carriers, and developments in the litigation environment, could materially increase our costs.
Our operations expose us to personal-injury and property-damage claims arising from accidents involving vehicles owned or operated by us, our employee drivers and owner-operators providing services under our operating authority. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, also expose us to claims arising from accidents involving those carriers.
The transportation industry has experienced increased claim severity and large jury verdicts. Our freight brokerage operations, as well as other portions of our business in which we arrange for third-party motor carriers to transport freight, expose us to claims arising from accidents involving those carriers. Plaintiffs may allege that we negligently selected or retained a motor carrier, even though the vehicle involved in the accident was not owned or operated by us and the driver was not our employee.
On May 14, 2026, the U.S. Supreme Court held in Montgomery v. Caribe Transport II, LLC that a state-law claim alleging that a transportation broker negligently selected a motor carrier is not preempted by the Federal Aviation Administration Authorization Act because a claim of that type falls within the statute’s motor-vehicle-safety exception. The decision addressed whether such a claim may proceed, not whether the broker was negligent or liable. Nevertheless, the decision eliminates a potentially significant federal preemption defense to claims of the type addressed by the Court and may increase the number, scope and cost of claims arising from our selection and use of third-party motor carriers. Because the governing standards are derived from state law, they may vary among jurisdictions and continue to develop through litigation.
These developments could result in increased defense costs, settlements, judgments, insurance premiums and self-insured retention levels and could make appropriate insurance coverage more difficult or expensive to obtain. They may also require us to devote additional resources to carrier qualification, safety review, compliance and documentation. Insurance maintained by third-party motor carriers or by us, and any contractual indemnification rights, may be unavailable, insufficient or subject to exclusions or other limitations. An adverse judgment or settlement, or the establishment or increase of related reserves, could materially adversely affect our business, financial condition, results of operations and cash flows.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Purchases
Fiscal Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program |
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Program (1) |
|
||||
April 5, 2026 - May 2, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
513,251 |
|
May 3, 2026 - May 30, 2026 |
|
|
476 |
|
(2) |
$ |
13.46 |
|
|
|
— |
|
|
|
513,251 |
|
May 31, 2026 - July 4, 2026 |
|
|
2,368 |
|
(2) |
$ |
16.42 |
|
|
|
— |
|
|
|
513,251 |
|
Total |
|
|
2,844 |
|
|
$ |
15.93 |
|
|
|
— |
|
|
|
513,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) On July 29, 2021, the Company announced that it had been authorized to purchase up to 1,000,000 shares of its common stock from time to time in the open market. As of July 4, 2026, 513,251 shares remain available under this authorization. No specific expiration date has been assigned to the authorization.
(2) Consists of 476 shares of common stock acquired on May 16, 2026 by the Company from an employee for a total of $6,410, 1,678 shares of common stock acquired on June 15, 2026 by the Company from an employee for a total of $28,640 and 690 shares of common stock acquired on June 19, 2026 by the Company from an employee for a total of $10,250 each upon the Company exercising its right of first refusal pursuant to restricted stock bonus award agreements.
31
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5: OTHER INFORMATION
Trading Arrangements
None of the Company’s directors or officers
32
ITEM 6: EXHIBITS
Designation |
|
Description |
|
Method of Filing |
|
|
|
|
|
|
Articles of Incorporation, dated April 25, 2025.
|
|
Filed as Exhibit 3.1 to our Current Report on Form 8-K filed on May 2, 2025 (a) |
|
|
|
|
|
|
|
Bylaws. |
|
Filed as Exhibit 3.2 to our Current Report on Form 8-K filed May 2, 2025. (a) |
|
|
|
|
|
|
|
Second Amended and Restated Registration Rights Agreement, dated July 28, 2021. |
|
Filed as Exhibit 4.1 to our Current Report on Form 8-K filed July 29, 2021. (a) |
|
|
|
|
|
|
|
Joinder to Registration Rights Agreement dated August 1, 2023. |
|
Filed as Exhibit 4.1 to our Current Report on Form 8-K filed August 3, 2023. (a) |
|
|
|
|
|
|
|
Employment Agreement, dated April 29, 2026, between Universal Management Services, Inc. and Michael H. Rogers. |
|
Filed as Exhibit 10.1 to our Current Report on Form 8-K filed May 1, 2026. (a) |
|
|
|
|
|
|
|
Real Estate Purchase Agreement, dated June 24, 2026, by and between UTSI Finance, Inc. and Lakeshore Ventures LLC. |
|
Filed as Exhibit 10.1 to our Current Report on Form 8-K filed June 26, 2026. (a) |
|
|
|
|
|
|
|
Membership Interest Purchase Agreement, dated June 24, 2026, by and between UTSI Finance, Inc. and Lakeshore Ventures LLC. |
|
Filed as Exhibit 10.2 to our Current Report on Form 8-K filed June 26, 2026. (a) |
|
|
|
|
|
|
|
Rule 15d-14(a) Certification of CEO. |
|
Filed with this Report. |
|
|
|
|
|
|
|
Rule 15d-14(a) Certification of CFO. |
|
Filed with this Report. |
|
|
|
|
|
|
|
Section 1350 Certification of CEO and CFO |
|
Furnished with this Report. |
|
|
|
|
|
|
Exhibit 101.INS |
|
Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”). |
|
(b) |
|
|
|
|
|
Exhibit 101.SCH |
|
Inline XBRL Schema Document. |
|
(b) |
|
|
|
|
|
Exhibit 101.CAL |
|
Inline XBRL Calculation Linkbase Document. |
|
(b) |
|
|
|
|
|
Exhibit 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
(b) |
|
|
|
|
|
Exhibit 101.LAB |
|
Inline XBRL Labels Linkbase Document. |
|
(b) |
|
|
|
|
|
Exhibit 101.PRE |
|
Inline XBRL Presentation Linkbase Document. |
|
(b) |
|
|
|
|
|
Exhibit 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
(b) |
(a) Incorporated by reference as an exhibit to this Report (file number reference 0-51142, unless otherwise indicated).
(b) Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
Universal Logistics Holdings, Inc. |
|
|
|
|
|
|
(Registrant) |
|
|
|
|
|||
Date: August 13, 2026 |
|
|
|
By: |
|
/s/ Tim Phillips |
|
|
|
|
|
|
Tim Phillips Chief Executive Officer |
|
|
|
|
|||
Date: August 13, 2026 |
|
|
|
By: |
|
/s/ Michael Rogers |
|
|
|
|
|
|
Michael Rogers Chief Financial Officer |
34