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 26, 2016

Universal Logistics Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

12755 E. Nine Mile Road, Warren, Michigan

(Address of principal executive offices)

48089

(Zip Code)

(586) 920-0100

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On July 28, 2016, Universal Logistics Holdings, Inc. (the “Company”) issued a press release announcing the Company's financial and operating results for the thirteen and twenty-six weeks ended July 2, 2016, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2016, the Board of Directors (the “Board”) of the Company elected Grant E. Belanger to the Board, effective July 27, 2016, to serve as a director of the Company until its Annual Meeting of Shareholders to be held in 2017. In connection with Mr. Belanger’s election to the Board, he was also designated as a member of the Audit Committee of the Board.

Mr. Belanger retired in October 2015 from Ford Motor Company (“Ford”), where he held various management positions for 30 years. From September 2013 to October 2015, Mr. Belanger was the Executive Director of Material Planning and Logistics, which is responsible for coordinating Ford’s production processes and optimizing its global supply chain. From May 2011 to September 2013, Mr. Belanger served as Deputy General Manager and a member of the board of directors of Ford Otosan, a publicly traded joint venture between Ford and Koc Holding located in Kocaelli, Turkey. Prior to that time, Mr. Belanger held other management positions at Ford in manufacturing, purchasing and material planning and logistics in North America and South America. He is currently the principal of G. Belanger Consultants LLC, which provides various management consulting services. Mr. Belanger holds a Bachelor of Science in Business Administration from the University of Arizona and an M.B.A. from Syracuse University.    

There are no arrangements or understandings between Mr. Belanger and any other persons pursuant to which Mr. Belanger was selected as a director. There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Belanger or any member of his immediate family has a direct or indirect material interest. Mr. Belanger will be entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company, as described in more detail in the Company’s Proxy Statement for its 2016 Annual Meeting of Shareholders under the heading “Additional Disclosures Regarding Director Compensation.”

Item 8.01 Other Events.

On July 28, 2016, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock.  The dividend is payable to the Company's shareholders of record at the close of business on August 8, 2016, and is expected to be paid on August 18, 2016.  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.

 

 

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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, thereunto duly authorized.

 

 

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EXHIBIT INDEX

 

 

Exhibit 99.1

 

 

For further information:

Jude Beres

Chief Financial Officer

JBeres@UniversalLogistics.com

(586) 920-0100

Universal Logistics Holdings, Inc. Reports Second Quarter 2016 Financial Results

Warren, MI – July 28, 2016 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported second quarter 2016 net income of $9.0 million, or $0.32 per basic and diluted share, on total operating revenues of $276.8 million.  This compares to $13.3 million, or $0.44 per basic and diluted share, during second quarter 2015 on total operating revenues of $295.0 million.

Operating revenues from transportation services decreased $17.4 million, including a decline of $5.9 million in separately-identified fuel surcharges, to $162.7 million for the quarter ended July 2, 2016.  This compares to $180.1 million for the same period last year. The reduction in transportation services also reflects a 9.9% year-over-year decrease in operating revenue per load, excluding fuel surcharges.  The declines in transportation services were however partly offset by a 1.5% increase in the number of loads hauled.  During the quarter ended July 2, 2016, Universal hauled 158,283 transportation services loads compared to 155,874 during the same period last year.  

Value-added services revenue was positively impacted by new business awarded in the second half of 2015.  Overall, value-added services increased $3.1 million to $78.2 million in the second quarter of 2016, compared to $75.1 million in the same period last year.  The increase however was partially offset by a decline in value-added services supporting the heavy-truck market, where operating revenues decreased by $7.4 million.  Revenues from intermodal services declined by $3.9 million to $35.9 million in the second quarter of 2016 from $39.8 million during the same period last year.  The decline in intermodal services revenues reflects a $3.0 million decrease in revenues recognized on intermodal drayage services, of which $2.2 million was attributable to a decrease in fuel surcharges.  The average operating revenue per load, excluding fuel surcharges, decreased by 3.0% during the second quarter of 2016, while the number of intermodal loads hauled increased modestly by 0.5% compared to the same period last year.  

Consolidated income from operations decreased $6.1 million to $16.8 million, compared to $22.9 million in second quarter 2015, and EBITDA decreased 18.6% to $25.9 million in second quarter 2016, compared to $31.8 million in the same period last year.  As a percentage of total operating revenues, operating income and EBITDA margins for the second quarter 2016 were 6.1% and 9.4%, respectively.  These profitability metrics compare to 7.8% and 10.8%, respectively, in second quarter 2015.  

A decline of $19.4 million in operating revenues in Universal’s transportation segment in the second quarter of 2016 led to a decrease in income from operations to $6.9 million, compared to $9.2 million one year ago.  Income from operations in Universal’s logistics segment, which includes value-added and dedicated transportation services, decreased $2.1 million to $10.6 million in the second quarter 2016, from $12.7 million in the same period last year.

“We’ve seen some positive momentum this quarter,” commented Jeff Rogers, Universal’s Chief Executive Officer.  “In this challenging freight market, both our transportation and intermodal services performed well in terms of load volumes. Our value-added businesses, excluding where we support the heavy-truck market, are also delivering solid results.  However, the impact on pricing from the weak freight environment continues to negatively impact overall operating revenues and

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income.  Despite these challenges, we continue to focus on providing great customer service, managing the costs we can control and preparing to deliver positive results when the overall freight market recovers.”

Universal calculates and reports selected financial metrics in connection with lending arrangements, or 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.”

As of July 2, 2016, Universal held cash and cash equivalents totaling $4.0 million and marketable securities totaling $14.3 million.  Outstanding debt, net of debt issue costs, totaled $228.7 million and capital expenditures totaled $10.0 million in the second quarter 2016.

Universal Logistics Holdings, Inc. also announced today that its Board of Directors has declared a quarterly cash dividend of $0.07 per share of common stock.  The dividend is payable to shareholders of record at the close of business on August 8, 2016 and is expected to be paid on August 18, 2016.

Conference call:

We invite investors and analysts to our quarterly earnings conference call.  During the call, Jeff Rogers, Chief Executive Officer,  Jude Beres, Chief Financial Officer, and Steven Fitzpatrick, Vice President of Finance and Investor Relations, will discuss Universal’s second quarter 2016 financial performance, the demand outlook in our key markets and other trends impacting our business.

Quarterly Earnings Conference Call Dial-in Details:

 

A replay of the conference call will be available beginning two hours after the call through August 25, 2016, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 42833399. The call will also be available on investors.goutsi.com.    

About Universal:

Universal Logistics Holdings, Inc. is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia.  We provide our customers with supply chain solutions that can be scaled to meet their changing demands and volumes.  We offer our customers a broad array of services across their entire supply chain, including transportation, intermodal, and value-added services. 

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 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 the Company’s reports and filings with the Securities and Exchange Commission. The Company 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.

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

 

 

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

 

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

 

 

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

 

 

 

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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 as supplemental measures of our performance. We define EBITDA as net income plus (i) interest expense, net, (ii) provision for income taxes and (iii) depreciation and amortization, and less other non-operating income, or EBITDA. 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:

 

 

We present EBITDA because we believe it assists 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:

Because of these limitations, EBITDA 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 EBITDA only supplementally.