8-K
0001308208false00013082082025-07-242025-07-24

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

 

 

Universal Logistics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Nevada

0-51142

38-3640097

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

12755 E. Nine Mile Road

 

Warren, Michigan

 

48089

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 586 920-0100

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, no par value

 

ULH

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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.

 


Item 2.02 Results of Operations and Financial Condition.

On July 24, 2025, the Company issued a press release announcing its financial and operating results for the thirteen weeks and twenty-six weeks ended June 28, 2025, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 24, 2025, the Company issued a press release announcing that the Company’s board of directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on October 1, 2025 to shareholders of record on September 1, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated July 24, 2025.

 

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

UNIVERSAL LOGISTICS HOLDINGS, INC.

 

 

 

 

Date:

July 24, 2025

By:

/s/ Steven Fitzpatrick

 

 

 

Steven Fitzpatrick
Secretary

 


EX-99.1

 

Exhibit 99.1

https://cdn.kscope.io/d8ef2114a4f94a0900b46175d9197df5-img73119764_0.jpg

Universal Logistics Holdings, Inc. Reports Second Quarter 2025 Financial Results; Declares Dividend

-
Second Quarter 2025 Operating Revenues: $393.8 million, down 14.8%
-
Second Quarter 2025 Operating Income: $19.9 million, down $27.2 million
-
Second Quarter 2025 Earnings Per Share: $0.32 per share, down $0.85 per share
-
Declares Quarterly Dividend: $0.105 per share

Warren, MI – July 24, 2025 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated second quarter 2025 net income of $8.3 million, or $0.32 per basic and diluted share, on total operating revenues of $393.8 million. This compares to net income of $30.7 million, or $1.17 per basic and diluted share, during the second quarter 2024 on total operating revenues of $462.2 million.

In the second quarter 2025, Universal’s operating income decreased $27.2 million to $19.9 million, compared to $47.1 million in the second quarter one year earlier. As a percentage of operating revenue, operating margin for the second quarter 2025 was 5.1%, compared to 10.2% during the same period last year. EBITDA, a non-GAAP measure, decreased $28.6 million during the second quarter 2025 to $56.2 million, compared to $84.8 million one year earlier. As a percentage of operating revenue, EBITDA margin for the second quarter 2025 was 14.3%, compared to 18.4% during the same period last year.

“Universal’s results for the second quarter, although muted, were broadly in-line with our previously guided expectations,” stated Tim Phillips, Universal’s CEO. “Our contract logistics segment continues to deliver solid results and demonstrates the strategic advantage of Universal’s diverse service offerings. Our trucking segment also performed well, sequentially growing their results on both the top and bottom lines. While our intermodal franchise continues to underperform, we are making progress on our profitability initiatives, narrowing our losses on a quarter-over-quarter basis. As we continue to navigate a persistently weak freight backdrop, we remain committed to delivering exceptional service to our customers and making strategic investments to drive our long-term growth initiatives.”

Segment Information:

Contract Logistics

-
Second Quarter 2025 Operating Revenues: $260.6 million, 1.1% decrease
-
Second Quarter 2025 Operating Income: $21.8 million, 8.4% operating margin

In the contract logistics segment, which includes our value-added and dedicated services, operating revenues decreased 1.1% to $260.6 million, compared to $263.6 million for the same period last year. This segment's operating revenues in the quarter included $55.0 million from the recent acquisition of Parsec, while its revenues in the same period last year included $44.6 million attributable to our specialty development project in Stanton, TN, which was completed last year. At the end of the second quarter 2025, we managed 87 value-added programs, including 20 rail terminal operations compared to a total of 68 programs at the end of the second quarter 2024. Included in this segment's revenues were also $7.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $8.0 million during the same period last year. Second quarter 2025 income from operations decreased $31.1 million to $21.8 million, compared to $52.9 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the quarter was 8.4%, compared to 20.1% during the same period last year.

 


 

Intermodal

-
Second Quarter 2025 Operating Revenues: $68.9 million, 13.5% decrease
-
Second Quarter 2025 Operating (Loss): $(5.7) million, (8.2)% operating margin

Operating revenues in the intermodal segment decreased 13.5% to $68.9 million in the second quarter, compared to $79.7 million for the same period last year. Included in intermodal segment revenues for the recently completed quarter were $8.2 million in separately identified fuel surcharges, compared to $10.9 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $9.2 million during the quarter, compared to $8.1 million one year earlier. Load volumes declined 12.9%, while the average operating revenue per load, excluding fuel surcharges, improved slightly on a year-over-year basis. In the second quarter 2025, the intermodal segment experienced an operating loss of $(5.7) million compared to an operating loss of $(8.6) million during the same period last year. As a percentage of revenue, operating margin in the intermodal segment for the second quarter 2025 was (8.2)%, compared to (10.8)% one year earlier.

Trucking

-
Second Quarter 2025 Operating Revenues: $64.1 million, 29.9% decrease
-
Second Quarter 2025 Operating Income: $3.3 million, 5.2% operating margin

In the trucking segment, second quarter operating revenues decreased 29.9% to $64.1 million, compared to $91.4 million for the same period last year. This segment's quarterly revenues included $18.4 million of brokerage services this year, compared to $25.5 million during the same period last year. Also included in our trucking segment revenues for the quarter were $3.4 million in separately identified fuel surcharges, compared to $5.7 million in fuel surcharges during the same period last year. On a year-over-year basis, load volumes declined 22.6%, and the average operating revenue per load, excluding fuel surcharges, declined 8.9%. Income from operations in the second quarter decreased to $3.3 million compared to $4.4 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for the second quarter was 5.2% compared to 4.8% during the same period last year.

Cash Dividend

Universal Logistics Holdings, Inc. also announced today that its Board of Directors has declared a cash dividend of $0.105 per share of common stock. The dividend is payable to shareholders of record at the close of business on September 1, 2025 and is expected to be paid on October 1, 2025.

Other Matters

As of June 28, 2025, Universal held cash and cash equivalents totaling $24.3 million, and $9.9 million in marketable securities. Outstanding debt at the end of the second quarter 2025 was $798.6 million and capital expenditures totaled $84.3 million.

Universal calculates and reports selected financial metrics not only for purposes of our lending arrangements but also in an effort to isolate and exclude the impact of non-operating expenses related to our corporate development activities. These statistics are described in more detail below in the section captioned “Non-GAAP Financial Measures.”

 


 

Conference call:

We invite investors and analysts to our quarterly earnings conference call.

 

Quarterly Earnings Conference Call Dial-in Details:

Time:

10:00 a.m. Eastern Time

Date:

Friday, July 25, 2025

Call Toll Free:

(800) 836-8184

International Dial-in:

+1 (646) 357-8785

A replay of the conference call will be available through August 1, 2025, by calling (888) 660-6345 (toll free) or +1 (646) 517-4150 (toll) and using replay entry code 54416#. The call will also be available on investors.universallogistics.com.

 

Source: Universal Logistics Holdings, Inc.

 

For Further Information:

Steven Fitzpatrick, Investor Relations

SFitzpatrick@UniversalLogistics.com

About Universal:

Universal Logistics Holdings, Inc. (“Universal”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services. In this press release, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries.

Forward Looking Statements

Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information. Forward-looking statements can be identified by words such as: “expect,” “anticipate,” “intend,” “plan,” “goal,” “prospect,” “seek,” “believe,” “targets,” “project,” “estimate,” “future,” “likely,” “may,” “should” and similar references to future periods. Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. These forward-looking statements are subject to a number of factors that may cause actual results to differ materially from the expectations described. Additional information about the factors that may adversely affect these forward-looking statements is contained in Universal’s reports and filings with the Securities and Exchange Commission. Universal assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

 

 

 

Thirteen Weeks Ended

 

 

Twenty-six Weeks Ended

 

 

 

June 28,

 

 

June 29,

 

 

June 28,

 

 

June 29,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Truckload services

 

$

45,922

 

 

$

66,876

 

 

$

83,700

 

 

$

108,906

 

Brokerage services

 

 

19,571

 

 

 

53,661

 

 

 

39,836

 

 

 

113,274

 

Intermodal services

 

 

67,745

 

 

 

78,069

 

 

 

136,199

 

 

 

154,784

 

Dedicated services

 

 

81,828

 

 

 

90,715

 

 

 

166,835

 

 

 

179,031

 

Value-added services

 

 

178,728

 

 

 

172,843

 

 

 

349,613

 

 

 

398,075

 

Total operating revenues

 

 

393,794

 

 

 

462,164

 

 

 

776,183

 

 

 

954,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased transportation and equipment rent

 

 

81,508

 

 

 

137,295

 

 

 

161,251

 

 

 

261,928

 

Direct personnel and related benefits

 

 

168,032

 

 

 

135,495

 

 

 

332,533

 

 

 

276,300

 

Operating supplies and expenses

 

 

50,335

 

 

 

63,558

 

 

 

101,662

 

 

 

156,382

 

Commission expense

 

 

4,395

 

 

 

8,890

 

 

 

8,651

 

 

 

15,500

 

Occupancy expense

 

 

11,803

 

 

 

10,442

 

 

 

23,056

 

 

 

21,010

 

General and administrative

 

 

14,026

 

 

 

14,699

 

 

 

27,203

 

 

 

28,205

 

Insurance and claims

 

 

7,599

 

 

 

7,873

 

 

 

14,563

 

 

 

15,041

 

Depreciation and amortization

 

 

36,203

 

 

 

36,809

 

 

 

71,691

 

 

 

57,510

 

Total operating expenses

 

 

373,901

 

 

 

415,061

 

 

 

740,610

 

 

 

831,876

 

Income from operations

 

 

19,893

 

 

 

47,103

 

 

 

35,573

 

 

 

122,194

 

Interest expense, net

 

 

(8,852

)

 

 

(6,883

)

 

 

(17,075

)

 

 

(12,962

)

Other non-operating income

 

 

149

 

 

 

898

 

 

 

727

 

 

 

2,003

 

Income before income taxes

 

 

11,190

 

 

 

41,118

 

 

 

19,225

 

 

 

111,235

 

Provision for income taxes

 

 

2,874

 

 

 

10,384

 

 

 

4,895

 

 

 

28,044

 

Net income

 

$

8,316

 

 

$

30,734

 

 

$

14,330

 

 

$

83,191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.32

 

 

$

1.17

 

 

$

0.54

 

 

$

3.16

 

Diluted

 

$

0.32

 

 

$

1.17

 

 

$

0.54

 

 

$

3.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

26,331

 

 

 

26,317

 

 

 

26,325

 

 

 

26,312

 

Diluted

 

 

26,341

 

 

 

26,352

 

 

 

26,341

 

 

 

26,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share:

 

$

0.105

 

 

$

0.105

 

 

$

0.210

 

 

$

0.210

 

 

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

June 28,
2025

 

 

December 31,
2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,338

 

 

$

19,351

 

Marketable securities

 

 

9,862

 

 

 

11,590

 

Accounts receivable - net

 

 

254,807

 

 

 

293,646

 

Other current assets

 

 

104,378

 

 

 

85,226

 

Total current assets

 

 

393,385

 

 

 

409,813

 

Property and equipment - net

 

 

814,780

 

 

 

742,366

 

Other long-term assets - net

 

 

701,542

 

 

 

634,658

 

Total assets

 

$

1,909,707

 

 

$

1,786,837

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

Current liabilities, excluding current maturities of debt

 

$

212,186

 

 

$

215,756

 

Debt - net

 

 

795,487

 

 

 

759,085

 

Other long-term liabilities

 

 

248,341

 

 

 

164,973

 

Total liabilities

 

 

1,256,014

 

 

 

1,139,814

 

Total shareholders' equity

 

 

653,693

 

 

 

647,023

 

Total liabilities and shareholders' equity

 

$

1,909,707

 

 

$

1,786,837

 

 

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

 

 

 

Thirteen Weeks Ended

 

 

Twenty-six Weeks Ended

 

 

 

June 28,

 

 

June 29,

 

 

June 28,

 

 

June 29,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Contract Logistics Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Average number of value-added direct employees

 

 

7,407

 

 

 

5,230

 

 

 

7,329

 

 

 

5,355

 

Average number of value-added full-time equivalents

 

 

48

 

 

 

168

 

 

 

42

 

 

 

138

 

Number of active value-added programs

 

 

87

 

 

 

68

 

 

 

87

 

 

 

68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intermodal Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Number of loads (a)

 

 

94,327

 

 

 

108,326

 

 

 

195,797

 

 

 

213,363

 

Average operating revenue per load, excluding fuel surcharges (a)

 

$

556

 

 

$

555

 

 

$

540

 

 

$

560

 

Average number of tractors

 

 

1,392

 

 

 

1,605

 

 

 

1,396

 

 

 

1,646

 

Number of depots

 

 

8

 

 

 

8

 

 

 

8

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

Trucking Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Number of loads

 

 

31,451

 

 

 

40,620

 

 

 

60,073

 

 

 

82,311

 

Average operating revenue per load, excluding fuel surcharges

 

$

1,927

 

 

$

2,115

 

 

$

1,902

 

 

$

1,808

 

Average number of tractors

 

 

602

 

 

 

800

 

 

 

617

 

 

 

808

 

Average length of haul

 

 

369

 

 

 

390

 

 

 

381

 

 

 

396

 

(a) Excludes operating data from freight forwarding division in order to improve the relevance of the statistical data related to our brokerage services and improve the comparability to our peer companies.

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

(Dollars in thousands)

 

 

 

Thirteen Weeks Ended

 

 

Twenty-six Weeks Ended

 

 

 

June 28,

 

 

June 29,

 

 

June 28,

 

 

June 29,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating Revenues by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Contract logistics

 

$

260,556

 

 

$

263,558

 

 

$

516,448

 

 

$

577,106

 

Intermodal

 

 

68,914

 

 

 

79,654

 

 

 

139,610

 

 

 

158,017

 

Trucking

 

 

64,069

 

 

 

91,440

 

 

 

119,652

 

 

 

161,095

 

Other

 

 

255

 

 

 

27,512

 

 

 

473

 

 

 

57,852

 

Total

 

$

393,794

 

 

$

462,164

 

 

$

776,183

 

 

$

954,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from Operations by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Contract logistics

 

$

21,770

 

 

$

52,901

 

 

$

45,629

 

 

$

134,367

 

Intermodal

 

 

(5,676

)

 

 

(8,639

)

 

 

(16,385

)

 

 

(16,931

)

Trucking

 

 

3,340

 

 

 

4,384

 

 

 

5,530

 

 

 

8,053

 

Other

 

 

459

 

 

 

(1,543

)

 

 

799

 

 

 

(3,295

)

Total

 

$

19,893

 

 

$

47,103

 

 

$

35,573

 

 

$

122,194

 

 

 


 

Non-GAAP Financial Measures

In addition to providing consolidated financial statements based on generally accepted accounting principles in the United States of America (GAAP), we are providing additional financial measures that are not required by or prepared in accordance with GAAP (non-GAAP). We present EBITDA and EBITDA margin, each a non-GAAP measure, as supplemental measures of our performance. We define EBITDA as net income plus (i) interest expense, net, (ii) income taxes, (iii) depreciation, and (iv) amortization. We define EBITDA margin as EBITDA as a percentage of total operating revenues. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.

In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, we are presenting the most directly comparable GAAP financial measure and reconciling the non-GAAP financial measure to the comparable GAAP measure. Set forth below is a reconciliation of net income, the most comparable GAAP measure, to EBITDA for each of the periods indicated:

 

 

Thirteen Weeks Ended

 

 

Twenty-six Weeks Ended

 

 

 

June 28,

 

 

June 29,

 

 

June 28,

 

 

June 29,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

( in thousands)

 

 

( in thousands)

 

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

8,316

 

 

$

30,734

 

 

$

14,330

 

 

$

83,191

 

Income tax expense

 

 

2,874

 

 

 

10,384

 

 

 

4,895

 

 

 

28,044

 

Interest expense, net

 

 

8,852

 

 

 

6,883

 

 

 

17,075

 

 

 

12,962

 

Depreciation

 

 

30,596

 

 

 

32,052

 

 

 

60,585

 

 

 

47,954

 

Amortization

 

 

5,607

 

 

 

4,757

 

 

 

11,106

 

 

 

9,556

 

EBITDA

 

$

56,245

 

 

$

84,810

 

 

$

107,991

 

 

$

181,707

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA margin (a)

 

 

14.3

%

 

 

18.4

%

 

 

13.9

%

 

 

19.0

%

(a) EBITDA margin is computed by dividing EBITDA by total operating revenues for each of the periods indicated.

We present EBITDA and EBITDA margin because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

EBITDA has limitations as an analytical tool. Some of these limitations are:

• EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA and EBITDA margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and only supplementally on EBITDA and EBITDA margin.