8-K/A
0001308208true00013082082025-10-212025-10-21

 

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

 

FORM 8-K/A

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 21, 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.

 


Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K of Universal Logistics Holdings, Inc. (the "Company") filed on October 23, 2025 (the "Original Report") is being filed solely to update the disclosure under Item 2.06 to include the determination of the amount of the material impairment charges previously disclosed in the Original Report. In addition, this Amendment includes disclosure under Item 2.02 of the Company's earnings release for the quarter ended September 27, 2025 and disclosure under Item 7.01 of the declaration of a cash dividend. Except as described herein, this Amendment does not modify or update any other disclosures contained in the Original Report.

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2025, the Company issued a press release announcing its financial results for the quarter ended September 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 2.06 Material Impairments.

As previously reported, on October 23, 2025, the Company filed a Current Report on Form 8-K under Item 2.06 to disclose that, in connection with the preparation of its financial statements for the quarter ended September 27, 2025, the Company had determined that it would record a material non-cash impairment charge related to certain intangible assets associated with its intermodal segment. At the time of the initial filing, the amount of the impairment charge had not yet been determined.

The Company has now completed its evaluation and determined that the total impairment charges to be recognized in the third quarter of 2025 are $81.2 million, consisting of a $58.0 million impairment of goodwill and a $23.2 million impairment of previously acquired customer lists. These impairment charges will be reflected in the Company’s consolidated financial statements for the quarter ended September 27, 2025 and will be recognized as adjustments in certain non-GAAP financial measures disclosed by the Company in its earnings release for that period. Refer to the “Non-GAAP Measures” section in that release for a reconciliation of such non-GAAP measures to the most directly comparable GAAP measures.

It is reasonably possible that the Company may recognize additional future material cash or non-cash charges related to its operations that could adversely affect its results of operations and cash flows in the periods in which they are recognized.

Item 7.01 Regulation FD Disclosure.

On November 6, 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 January 2, 2026 to stockholders of record on December 1, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K/A and is incorporated herein by reference. The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Cautionary Statement Regarding Forward-Looking Information

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations concerning potential future impairment charges and their impact on its financial condition and results of operations. Forward-looking statements are based on current expectations and involve inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause such differences include, among others, changes in economic conditions, market demand, operating performance, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements contained in this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated November 6, 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:

November 6, 2025

By:

/s/ Steven Fitzpatrick

 

 

 

Steven Fitzpatrick
Secretary

 


EX-99.1

 

Exhibit 99.1

https://cdn.kscope.io/7931170936ef832556a640f1fb740a92-img73119764_0.jpg

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

-
Third Quarter 2025 Operating Revenues: $396.8 million
-
Third Quarter 2025 Operating Loss: $(74.2) million
-
Third Quarter 2025 Earnings Per Share: $(2.84) per share
-
Declares Quarterly Dividend: $0.105 per share

Warren, MI – November 6, 2025 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated operating revenues of $396.8 million, a loss from operations of $(74.2) million, a net loss of $(74.8) million, and $(2.84) earnings per basic and diluted share.

Universal’s reported loss in the third quarter 2025 includes non-cash impairment charges totaling $81.2 million related to its intermodal reporting segment. These charges consisted of $58.0 million of goodwill impairment and $23.2 million of impairment related to certain customer-relationship intangible assets.

For comparative purposes, Universal reported total operating revenues of $426.8 million, income from operations of $42.6 million, net income of $26.5 million, and $1.01 earnings per basic and diluted share for the corresponding period last year. Included in third quarter 2024 results were previously disclosed impairment charges totaling $3.7 million.

Excluding the impact of the impairment charge in the third quarter 2025, the Company’s adjusted income from operations, a non-GAAP measure, was $7.0 million. As a percentage of operating revenue, Universal's adjusted operating margin, also a non-GAAP measure, for the third quarter 2025 was 1.8%, compared to an adjusted operating margin of 10.9% during the same period last year.

The Company's adjusted EBITDA, a non-GAAP measure, during the third quarter 2025 was $43.3 million, compared to adjusted EBITDA of $76.6 million one year earlier. As a percentage of operating revenue, Universal's adjusted EBITDA margin, a non-GAAP measure, for the third quarter 2025 was 10.9%, compared to adjusted EBITDA margin of 18.0% during the same period last year.

The Company provides reconciliations of each non-GAAP financial measure used in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP. These quantitative reconciliations, together with management’s explanation of the purposes for which the non-GAAP measures are used, are presented in the accompanying tables and related disclosures.

“Despite the impact of certain non-cash impairment charges recorded in the third quarter 2025, Universal’s core business model remains intact,” stated Universal’s CEO Tim Phillips. “Our contract logistics segment once again delivered favorable results and remains a central driver of our performance. Continued strong demand for our specialized heavy-haul services has contributed to the resilient performance of our trucking segment. Although the reversal of performance trends in our intermodal franchise is taking longer to materialize, we continue to make operational improvements and will strive to return this business segment to profitability. We believe that Universal’s diversified service offerings continue to differentiate us in the market, and we remain focused on the execution of our strategy to drive long-term success.”

 


 

Segment Information:

Contract Logistics

-
Third Quarter 2025 Operating Revenues: $264.4 million
-
Third Quarter 2025 Operating Income: $13.7 million

In the contract logistics segment, which includes our value-added and dedicated services, third quarter 2025 operating revenues increased 7.8% to $264.4 million, compared to $245.2 million for the same period last year. This segment’s operating revenues in the quarter included $50.2 million from the recent acquisition of Parsec, while its revenues in the same period last year included $36.8 million attributable to our specialty development project in Stanton, TN completed last year. At the end of the second quarter of 2025, we managed 82 value-added programs, including 18 rail terminal operations compared to a total of 70 programs at the end of the third quarter 2024. This segment’s revenues included $8.1 million in separately identified fuel surcharges from dedicated transportation services, compared to $7.0 million during the same period last year. Third quarter 2025 income from operations decreased $31.9 million to $13.7 million, compared to $45.6 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the third quarter 2025 was 5.2%, compared to 18.6% during the same period last year.

Intermodal

-
Third Quarter 2025 Operating Revenues: $64.7 million
-
Third Quarter 2025 Operating (Loss): $(92.0) million

Operating revenues in the intermodal segment decreased 16.7% to $64.7 million in the third quarter 2025, compared to $77.6 million for the same period last year. The intermodal segment’s revenues for the recently completed quarter included $7.6 million in separately identified fuel surcharges, compared to $10.0 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $9.0 million during the third quarter 2025, compared to $8.9 million one year earlier. Load volumes declined 1.9%, and the average operating revenue per load, excluding fuel surcharges, fell an additional 14.2% on a year-over-year basis. In the third quarter 2025, the intermodal segment experienced an operating loss of $(92.0) million, including the $81.2 million previously discussed impairment charges, compared to an operating loss of $(1.1) million during the same period last year.

Trucking

-
Third Quarter 2025 Operating Revenues: $67.7 million
-
Third Quarter 2025 Operating Income: $3.9 million

In the trucking segment, third quarter 2025 operating revenues decreased 22.2% to $67.7 million, compared to $87.0 million for the same period last year. Third quarter 2025 revenues in this segment included $17.3 million of brokerage services, compared to $24.3 million during the same period last year. Also included in our trucking segment revenues were $3.6 million in separately identified fuel surcharges during the third quarter of 2025, compared to $4.8 million in fuel surcharges during the same period last year. On a year-over-year basis, load volumes declined by 19.4%, and the average operating revenue per load, excluding fuel surcharges, fell an additional 2.3%. Income from operations in the third quarter of 2025 decreased $3.2 million to $3.9 million compared to $7.1 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for the third quarter 2025 was 5.8% compared to 8.2% during the same period last year.

Cash Dividend

Universal Logistics Holdings, Inc. also announced today that its Board of Directors 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 December 1, 2025 and is expected to be paid on January 2, 2026.

 


 

Other Matters

As of September 27, 2025, Universal held cash and cash equivalents totaling $27.4 million, and $9.8 million in marketable securities. Outstanding debt at the end of the third quarter 2025 was $827.0 million, and capital expenditures totaled $54.5 million.

Based on currently available information, Universal expects fourth quarter 2025 operating revenues to range from $365 million to $385 million, operating margins to range from 4% to 6%, and EBITDA margins between 12% and 14%.

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 and the corresponding reconciliations to GAAP are described in more detail below in the section captioned “Non-GAAP Financial Measures.”

 

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

 

 

Thirty-nine Weeks Ended

 

 

 

September 27,
2025

 

 

September 28,
2024

 

 

September 27,
2025

 

 

September 28,
2024

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Truckload services

 

$

50,419

 

 

$

63,641

 

 

$

134,119

 

 

$

172,547

 

Brokerage services

 

 

18,011

 

 

 

42,440

 

 

 

57,847

 

 

 

155,714

 

Intermodal services

 

 

63,966

 

 

 

75,558

 

 

 

200,165

 

 

 

230,342

 

Dedicated services

 

 

86,171

 

 

 

87,357

 

 

 

253,007

 

 

 

266,389

 

Value-added services

 

 

178,219

 

 

 

157,837

 

 

 

527,832

 

 

 

555,912

 

Total operating revenues

 

 

396,786

 

 

 

426,833

 

 

 

1,172,970

 

 

 

1,380,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased transportation and equipment rent

 

 

80,063

 

 

 

120,700

 

 

 

241,314

 

 

 

382,628

 

Direct personnel and related benefits

 

 

176,572

 

 

 

132,081

 

 

 

509,105

 

 

 

408,381

 

Operating supplies and expenses

 

 

57,523

 

 

 

60,532

 

 

 

159,186

 

 

 

216,914

 

Commission expense

 

 

4,271

 

 

 

6,985

 

 

 

12,922

 

 

 

22,485

 

Occupancy expense

 

 

13,738

 

 

 

11,179

 

 

 

36,794

 

 

 

32,189

 

General and administrative

 

 

13,625

 

 

 

13,037

 

 

 

40,828

 

 

 

41,242

 

Insurance and claims

 

 

8,494

 

 

 

5,681

 

 

 

23,057

 

 

 

20,722

 

Depreciation and amortization

 

 

35,499

 

 

 

30,284

 

 

 

107,190

 

 

 

87,795

 

Impairment expense

 

 

81,245

 

 

 

3,720

 

 

 

81,245

 

 

 

3,720

 

Total operating expenses

 

 

471,030

 

 

 

384,199

 

 

 

1,211,641

 

 

 

1,216,076

 

Income (loss) from operations

 

 

(74,244

)

 

 

42,634

 

 

 

(38,671

)

 

 

164,828

 

Interest expense, net

 

 

(9,985

)

 

 

(7,416

)

 

 

(27,061

)

 

 

(20,378

)

Other non-operating income

 

 

833

 

 

 

4

 

 

 

1,560

 

 

 

2,007

 

Income (loss) before income taxes

 

 

(83,396

)

 

 

35,222

 

 

 

(64,172

)

 

 

146,457

 

Income tax expense (benefit)

 

 

(8,624

)

 

 

8,682

 

 

 

(3,730

)

 

 

36,726

 

Net income (loss)

 

$

(74,772

)

 

$

26,540

 

 

$

(60,442

)

 

$

109,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.84

)

 

$

1.01

 

 

$

(2.30

)

 

$

4.17

 

Diluted

 

$

(2.84

)

 

$

1.01

 

 

$

(2.29

)

 

$

4.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

26,330

 

 

 

26,318

 

 

 

26,327

 

 

 

26,314

 

Diluted

 

 

26,340

 

 

 

26,353

 

 

 

26,341

 

 

 

26,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share:

 

$

0.105

 

 

$

0.105

 

 

$

0.315

 

 

$

0.315

 

 

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

September 27,
2025

 

 

December 31,
2024

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

27,381

 

 

$

19,351

 

Marketable securities

 

 

9,791

 

 

 

11,590

 

Accounts receivable - net

 

 

277,603

 

 

 

293,646

 

Other current assets

 

 

114,237

 

 

 

85,226

 

Total current assets

 

 

429,012

 

 

 

409,813

 

Property and equipment - net

 

 

831,833

 

 

 

742,366

 

Other long-term assets - net

 

 

556,263

 

 

 

634,658

 

Total assets

 

$

1,817,108

 

 

$

1,786,837

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

Current liabilities, excluding current maturities of debt

 

$

219,038

 

 

$

215,756

 

Debt - net

 

 

824,181

 

 

 

759,085

 

Other long-term liabilities

 

 

195,817

 

 

 

164,973

 

Total liabilities

 

 

1,239,036

 

 

 

1,139,814

 

Total stockholders' equity

 

 

578,072

 

 

 

647,023

 

Total liabilities and stockholders' equity

 

$

1,817,108

 

 

$

1,786,837

 

 

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

 

 

 

Thirteen Weeks Ended

 

 

Thirty-nine Weeks Ended

 

 

 

September 27,
2025

 

 

September 28,
2024

 

 

September 27,
2025

 

 

September 28,
2024

 

Contract Logistics Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Average number of value-added direct employees

 

 

7,596

 

 

 

5,189

 

 

 

7,418

 

 

 

5,300

 

Average number of value-added full-time equivalents

 

 

43

 

 

 

76

 

 

 

42

 

 

 

118

 

Number of active value-added programs

 

 

82

 

 

 

70

 

 

 

82

 

 

 

70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intermodal Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Number of loads (a)

 

 

102,028

 

 

 

103,970

 

 

 

297,825

 

 

 

317,333

 

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

 

$

478

 

 

$

557

 

 

$

519

 

 

$

559

 

Average number of tractors

 

 

1,363

 

 

 

1,596

 

 

 

1,385

 

 

 

1,629

 

Number of depots

 

 

8

 

 

 

8

 

 

 

8

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

Trucking Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Number of loads

 

 

29,731

 

 

 

36,909

 

 

 

89,804

 

 

 

119,220

 

Average operating revenue per load, excluding fuel surcharges

 

$

2,172

 

 

$

2,222

 

 

$

1,991

 

 

$

1,936

 

Average number of tractors

 

 

594

 

 

 

755

 

 

 

610

 

 

 

790

 

Average length of haul

 

 

371

 

 

 

395

 

 

 

377

 

 

 

373

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


 

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

(Dollars in thousands)

 

 

 

Thirteen Weeks Ended

 

 

Thirty-nine Weeks Ended

 

 

 

September 27,
2025

 

 

September 28,
2024

 

 

September 27,
2025

 

 

September 28,
2024

 

Operating Revenues by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Contract logistics

 

$

264,390

 

 

$

245,194

 

 

$

780,839

 

 

$

822,301

 

Intermodal

 

 

64,679

 

 

 

77,632

 

 

 

204,290

 

 

 

235,649

 

Trucking

 

 

67,716

 

 

 

87,047

 

 

 

187,368

 

 

 

248,142

 

Other

 

 

1

 

 

 

16,960

 

 

 

473

 

 

 

74,812

 

Total

 

$

396,786

 

 

$

426,833

 

 

$

1,172,970

 

 

$

1,380,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Operations by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

Contract logistics

 

$

13,720

 

 

$

45,623

 

 

$

59,349

 

 

$

179,990

 

Intermodal

 

 

(91,950

)

 

 

(1,127

)

 

 

(108,335

)

 

 

(18,058

)

Trucking

 

 

3,914

 

 

 

7,122

 

 

 

9,443

 

 

 

15,175

 

Other

 

 

72

 

 

 

(8,984

)

 

 

872

 

 

 

(12,279

)

Total

 

$

(74,244

)

 

$

42,634

 

 

$

(38,671

)

 

$

164,828

 

 

 


 

Non-GAAP Financial Measures

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include adjusted income from operations, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), and adjusted EBITDA margin.

The Company believes these non-GAAP financial measures provide useful supplemental information to investors by facilitating comparisons of operating performance across periods and by excluding certain items and impairment charges that may not be indicative of our core operating results. These measures are used internally by management to analyze operating performance, develop budgets, and forecast future periods. However, these non-GAAP measures should not be considered in isolation or as a substitute for GAAP financial measures, and other companies may calculate similarly titled measures differently.

Reconciliation to GAAP Measures

Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the accompanying tables in this press release. Set forth below is a reconciliation of income from operations, the most comparable GAAP measure, to adjusted income from operations; and of net income, the most comparable GAAP measure, to adjusted EBITDA for each of the periods indicated. The Company encourages investors to review these reconciliations in conjunction with our GAAP results.

 

 

 

Thirteen Weeks Ended

 

 

Thirty-nine Weeks Ended

 

 

 

September 27,
2025

 

 

September 28,
2024

 

 

September 27,
2025

 

 

September 28,
2024

 

 

 

( in thousands, except percentages and per share data)

 

 

( in thousands, except percentages and per share data)

 

Adjusted income from operations

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

(74,244

)

 

$

42,634

 

 

$

(38,671

)

 

$

164,828

 

Impairment expense

 

 

81,245

 

 

 

3,720

 

 

 

81,245

 

 

 

3,720

 

Adjusted income from operations

 

$

7,001

 

 

$

46,354

 

 

$

42,574

 

 

$

168,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating margin (a)

 

 

1.8

%

 

 

10.9

%

 

 

3.6

%

 

 

12.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(74,772

)

 

 

26,540

 

 

 

(60,442

)

 

 

109,731

 

Income tax expense (benefit)

 

 

(8,624

)

 

 

8,682

 

 

 

(3,730

)

 

 

36,726

 

Interest expense, net

 

 

9,985

 

 

 

7,416

 

 

 

27,061

 

 

 

20,378

 

Depreciation

 

 

32,719

 

 

 

25,536

 

 

 

93,304

 

 

 

73,490

 

Amortization

 

 

2,780

 

 

 

4,748

 

 

 

13,886

 

 

 

14,305

 

EBITDA

 

 

(37,912

)

 

 

72,922

 

 

 

70,079

 

 

 

254,630

 

Impairment expense

 

 

81,245

 

 

 

3,720

 

 

 

81,245

 

 

 

3,720

 

Adjusted EBITDA

 

$

43,333

 

 

$

76,642

 

 

$

151,324

 

 

$

258,350

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin (b)

 

 

10.9

%

 

 

18.0

%

 

 

12.9

%

 

 

18.7

%

(a) Adjusted operating margin is computed by dividing adjusted income from operations by total operating revenues for each of the periods indicated.

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

We present adjusted income from operations, adjusted operating margin, adjusted EBITDA, and adjusted 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.

Adjusted income from operations and adjusted EBITDA have limitations as an analytical tool. Some of these limitations are:

• Adjusted income from operations and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

 


 

• Adjusted income from operations and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted income from operations and adjusted EBITDA do 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 adjusted EBITDA does not reflect any cash requirements for such replacements; and

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

Because of these limitations, adjusted income from operations, adjusted operating margin, adjusted EBITDA and adjusted 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 adjusted income from operations, adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin.