ulh-8k_20170427.htm

 

 

 

 

 

 

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) April 27, 2017

Universal Logistics Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Michigan

0-51142

38-3640097

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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):

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))

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 April 27, 2017, Universal Logistics Holdings, Inc. (the “Company”) issued a press release announcing the Company's financial and operating results for the thirteen weeks ended April 1, 2017, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s shareholders considered four proposals at its 2017 Annual Meeting held April 27, 2017. Each of the proposals is described in the Company’s definitive proxy statement dated March 28, 2017 (the “Proxy Statement”). A total of 28,275,489 shares, or 99.41% of the total shares outstanding, were represented in person or by proxy at the 2017 Annual Meeting. The final results of votes with respect to the proposals submitted for shareholder vote at the 2017 Annual Meeting are set forth below.

Proposal 1—Election of Directors

The Company’s shareholders elected for a one-year term each person nominated for election as a director as set forth in the Proxy Statement. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

 

 

 

 

 

 

 

 

 

 

 

  

For

 

  

Withheld

 

Grant E. Belanger

  

26,847,918

 

  

  

1,056,145

 

  

Frederick P. Calderone

  

24,544,139

 

  

  

3,359,924

 

  

Joseph J. Casaroll

  

26,846,611

 

  

  

1,057,452

 

  

Daniel J. Deane

  

27,382,702

 

  

  

   521,361

 

  

Manuel J. Moroun

  

21,491,607

 

  

  

6,412,456

 

  

Matthew T. Moroun

  

23,901,388

 

  

  

4,002,675

 

  

Michael A. Regan

  

27,382,702

 

  

  

   521,361

 

  

Jeff Rogers

  

24,458,582

 

  

  

3,445,481

 

  

Daniel C. Sullivan

  

25,299,041

 

  

  

2,605,022

 

  

Richard P. Urban

  

26,742,479

 

  

  

1,161,584

 

  

H.E. “Scott” Wolfe

  

24,551,130

 

  

  

3,352,933

 

  

There were 371,426 broker non-votes with respect to this proposal.

Proposal 2— Advisory Vote on Executive Compensation

The Company’s shareholders voted upon and approved the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the 2016 compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, the “Summary Compensation Table”, the other compensation tables and the related notes and narratives, as set forth in the Proxy Statement for the 2017 Annual Shareholders Meeting.”

The votes on this proposal were as follows:

 

 

For

Against

Abstain

 

25,686,802

2,194,657

22,604

There were 371,426 broker non-votes with respect to this proposal.

Proposal 3— Advisory Vote on Frequency of the Vote on Executive Compensation

The Company’s shareholders voted upon and approved the option of “Every Three Years” as the preferred frequency for future advisory votes on the approval of Executive Compensation.  The votes on this proposal were as follows:

 

 

1 Year

2 Years

3 Years

Abstain

 

6,060,941

54

21,099,028

744,040

 

There were no broker non-votes with respect to this proposal.

In accordance with the shareholder voting results, in which every “three years” received the highest number of votes cast on the frequency proposal, and the Board of Directors’ recommendation in the Proxy Statement for the 2017 Annual Meeting, the Company’s Board of Directors has determined that future shareholder advisory (non-binding) votes on executive compensation will occur every three years. Accordingly, the next shareholder advisory (non-binding) vote on executive compensation will be held at the Company’s 2020 Annual Meeting of Shareholders. The next required shareholder advisory (non-binding) vote regarding the frequency interval will be held in six years at the Company’s 2023 Annual Meeting of Shareholders.


Proposal 4—Ratification of Appointment of Independent Registered Public Accountants

The Company’s shareholders voted upon and approved the ratification of the appointment of BDO USA, LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2017. The votes on this proposal were as follows:

 

 

For

Against

Abstain

 

28,262,312

1,546

11,631

 

There were no broker non-votes with respect to this proposal.

Item 8.01 Other Events.

On April 27, 2017, 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 May 8, 2017, and is expected to be paid on May 18, 2017.  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.

 

Exhibit No.

Description

99.1

Press Release dated April 27, 2017 announcing the Company's financial and operating results for the thirteen weeks ended April 1, 2017, and that the Company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock.

 


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.

 

 

 

 

UNIVERSAL LOGISTICS HOLDINGS, INC.

 

 

 

 

 

 

Date: April 28, 2017

 

 

/s/ Steven Fitzpatrick

 

 

 

 

Steven Fitzpatrick

 

 

 

 

Secretary

 

 


EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release dated April 27, 2017 announcing the Company's financial and operating results for the thirteen weeks ended April 1, 2017, and that the Company’s Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock.

 

ulh-ex991_6.htm

Exhibit 99.1

 

For further information:

Jude Beres

Chief Financial Officer

JBeres@UniversalLogistics.com

Universal Logistics Holdings, Inc. Reports First Quarter 2017 Financial Results

Warren, MI – April 27, 2017 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported first quarter 2017 net income of $4.3 million, or $0.15 per basic and diluted share, on total operating revenues of $284.4 million.  This compares to $7.5 million, or $0.26 per basic and diluted share, during first quarter 2016 on total operating revenues of $260.4 million.

Operating revenues from truckload services increased $1.7 million to $71.5 million, compared to $69.8 million for the same period last year. Included in truckload revenues in the quarter ended April 1, 2017 were $6.6 million in separately-identified fuel surcharges compared to $5.2 million during the same period last year.  The increase in truckload services also reflects a 1.5% increase in the number of loads hauled.  During the quarter ended April 1, 2017, Universal moved 80,262 loads compared to 79,038 during the same period last year.  

Revenues for the first quarter 2017 from brokerage services increased $8.3 million, or 16.7%, to $58.0 million compared to $49.7 million one year earlier. The growth is due to increases in the average operating revenue per load, excluding fuel surcharges, and in the number of loads hauled.  Universal’s average operating revenue per load, excluding fuel surcharges, from brokerage services increased 6.7% to $1,257, up from $1,178 in the quarter ended April 2, 2016.  The number of brokerage loads hauled in the first quarter 2017 increased 11.3% to 42,569 compared to 38,236 during the same period last year.  

Intermodal services revenues increased $0.5 million to $35.9 million in the first quarter of 2017, up from $35.4 million during the same period last year.  The increase reflects partially a $0.2 million increase in revenues attributable to fuel surcharges.  Compared to the same period last year, the number of intermodal loads hauled in the first quarter 2017 increased by 2.7%, while the average operating revenue per load, excluding fuel surcharges, decreased by 1.0%.

Operating revenues from dedicated services in the first quarter 2017 increased $2.8 million, or 12.7%, to $24.9 million compared to $22.1 million one year earlier. The increase is primarily due to an increase in the number of loads hauled.  During the quarter ended April 1, 2017, Universal moved 52,525 dedicated services loads, compared to 46,636 during the same period last year.  Also included in dedicated services revenues for the first quarter 2017 were $3.5 million in separately-identified fuel surcharges compared to $2.6 million during the same period last year.  

Value-added services revenues increased $10.7 million to $94.1 million in the first quarter of 2017, compared to $83.4 million in the same period last year.  The ramp-up of several substantial customer vehicle programs is the primary driver of growth; however, operations supporting the heavy-truck market continue to impact negatively value-added services division.  Revenues attributable to heavy-truck operations declined $2.6 million to $20.2 million during the first quarter of 2017, compared to $22.8 million during the same period last year.  Despite these declines, the year-over-year increase in value-added services revenues was 12.8%.

Consolidated income from operations decreased $4.7 million to $9.2 million, compared to $13.9 million in first quarter 2016.  The overall decrease is primarily attributable to lower operating margins and higher launch costs at a few of our major value-added operations.  During the first quarter 2017, income from operations in Universal’s logistics segment, which includes value-added and dedicated services, declined to $4.2 million compared to $8.5 million in the same period last year.  Income from operations in Universal’s transportation segment, which is primarily comprised of truckload, brokerage and intermodal services operations, increased to $6.4 million from $5.9 million during the same period last year.  


During the first quarter of 2017, EBITDA decreased $3.0 million to $19.6 million, compared to $22.6 million in the same period last year.  As a percentage of total operating revenues, operating income and EBITDA margins for the first quarter 2017 were 3.2% and 6.9%, respectively.  These profitability metrics compare to 5.3% and 8.7%, respectively, in first quarter 2016.  

“We are very excited to see top-line revenue growth in every one of our service categories,” stated Jeff Rogers, Universal’s Chief Executive Officer,  “and even more so, to see double-digit growth in several of them.  We are also pleased to see the year-over-year improvement in the operating results from our transportation segment.  I believe those businesses are well positioned to provide solid results throughout the year.  Despite numerous positive signs, we are still facing real challenges at a few of our large value-added programs.  We have experienced certain production issues and on-going launch costs that have depressed the performance of these operations.  Although we are making progress, additional improvement is required in order to reach the level of profitability that we expect.  There exists a substantial opportunity for improved results right in front of us, and we remain committed to achieving profitable growth.”

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 April 1, 2017, Universal held cash and cash equivalents totaling $3.4 million, and $14.6 million in marketable securities.  Outstanding debt at the end of the first quarter 2017 was $257.8 million and capital expenditures totaled $17.7 million.

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 May 8, 2017 and is expected to be paid on May 18, 2017.

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 first quarter 2017 financial performance, the demand outlook in our key markets and other trends impacting our business.

Quarterly Earnings Conference Call Dial-in Details:

 

 

Time:

 

10:00 AM ET

Date:

 

Friday, April 28, 2017

Call Toll Free:

 

(866) 622-0924

International Dial-in:  

+1 (660) 422-4956

Conference ID:

 

90135326

A replay of the conference call will be available beginning two hours after the call through May 26, 2017, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 90135326. The call will also be available on investors.universallogistics.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 truckload, brokerage, intermodal, dedicated, 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 can be identified by words such as: “expect,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “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 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.


UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

 

 

 

Thirteen Weeks Ended

 

 

 

April 1,

 

 

April 2,

 

 

 

2017

 

 

2016

 

Operating revenues:

 

 

 

 

 

 

 

 

Truckload services

 

$

71,490

 

 

$

69,821

 

Brokerage services

 

 

57,989

 

 

 

49,738

 

Intermodal services

 

 

35,927

 

 

 

35,376

 

Dedicated services

 

 

24,896

 

 

 

22,083

 

Value-added services

 

 

94,140

 

 

 

83,376

 

Total operating revenues

 

 

284,442

 

 

 

260,394

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Purchased transportation and equipment rent

 

 

131,227

 

 

 

121,665

 

Direct personnel and related benefits

 

 

75,544

 

 

 

64,515

 

Commission expense

 

 

7,544

 

 

 

8,072

 

Other operating expenses

 

 

28,984

 

 

 

24,664

 

Occupancy expense

 

 

7,831

 

 

 

7,723

 

General and administrative

 

 

7,958

 

 

 

7,107

 

Insurance and claims

 

 

5,858

 

 

 

4,172

 

Depreciation and amortization

 

 

10,327

 

 

 

8,546

 

Total operating expenses

 

 

275,273

 

 

 

246,464

 

Income from operations

 

 

9,169

 

 

 

13,930

 

Interest expense, net

 

 

(2,236

)

 

 

(1,963

)

Other non-operating income

 

 

68

 

 

 

138

 

Income before provision for income taxes

 

 

7,001

 

 

 

12,105

 

Provision for income taxes

 

 

2,683

 

 

 

4,628

 

Net income

 

$

4,318

 

 

$

7,477

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

 

$

0.26

 

Diluted

 

$

0.15

 

 

$

0.26

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

28,435

 

 

 

28,402

 

Diluted

 

 

28,435

 

 

 

28,402

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share:

 

$

0.07

 

 

$

0.07

 

 


UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

April 1,

2017

 

 

December 31,

2016

 

Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,353

 

 

$

1,755

 

Marketable securities

 

 

14,618

 

 

 

14,359

 

Accounts receivable - net

 

 

155,001

 

 

 

144,712

 

Other current assets

 

 

39,501

 

 

 

46,625

 

Total current assets

 

 

212,473

 

 

 

207,451

 

Property and equipment - net

 

 

255,237

 

 

 

246,277

 

Other long-term assets - net

 

 

115,363

 

 

 

116,729

 

Total assets

 

$

583,073

 

 

$

570,457

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities, excluding current maturities of debt

 

$

128,060

 

 

$

110,061

 

Debt - net

 

 

256,290

 

 

 

261,267

 

Other long-term liabilities

 

 

47,197

 

 

 

51,397

 

Total liabilities

 

 

431,547

 

 

 

422,725

 

Total shareholders' equity

 

 

151,526

 

 

 

147,732

 

Total liabilities and shareholders' equity

 

$

583,073

 

 

$

570,457

 

 


UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

 

 

 

Thirteen Weeks Ended

 

 

 

April 1,

 

 

April 2,

 

 

 

2017

 

 

2016

 

Truckload Services:

 

 

 

 

 

 

 

 

Number of loads

 

 

80,262

 

 

 

79,038

 

Average operating revenue per load, excluding fuel surcharges

 

$

793

 

 

$

796

 

Average operating revenue per mile, excluding fuel surcharges

 

$

2.33

 

 

$

2.31

 

Average length of haul

 

 

340

 

 

 

345

 

Average number of tractors

 

 

2,031

 

 

 

2,182

 

 

 

 

 

 

 

 

 

 

Brokerage Services:

 

 

 

 

 

 

 

 

Number of loads (a)

 

 

42,569

 

 

 

38,236

 

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

 

$

1,257

 

 

$

1,178

 

Average length of haul (a)

 

 

597

 

 

 

553

 

Number of active carriers

 

 

34,205

 

 

 

23,471

 

 

 

 

 

 

 

 

 

 

Intermodal Services:

 

 

 

 

 

 

 

 

Number of loads

 

 

83,917

 

 

 

81,679

 

Average operating revenue per load, excluding fuel surcharges

 

$

387

 

 

$

391

 

Average number of tractors

 

 

877

 

 

 

904

 

Number of depots

 

 

12

 

 

 

11

 

 

 

 

 

 

 

 

 

 

Dedicated Services:

 

 

 

 

 

 

 

 

Number of loads

 

 

52,525

 

 

 

46,636

 

Average operating revenue per load, excluding fuel surcharges

 

$

443

 

 

$

443

 

Average operating revenue per mile, excluding fuel surcharges

 

$

2.25

 

 

$

1.95

 

Average length of haul

 

 

197

 

 

 

228

 

Average number of tractors

 

 

730

 

 

 

750

 

 

(a)

Excludes operating data from Universal Logistics Solutions International, Inc., 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

 

 

 

Thirteen Weeks Ended

 

 

 

April 1,

 

 

April 2,

 

 

 

2017

 

 

2016

 

Value-added Services

 

 

 

 

 

 

 

 

Average number of direct employees

 

 

5,162

 

 

 

3,961

 

Average number of full-time equivalents

 

 

1,599

 

 

 

1,479

 

Number of active programs

 

 

50

 

 

 

48

 

 

 

 

 

 

 

 

 

 

Operating Revenues by Segment:

 

 

 

 

 

 

 

 

Transportation

 

$

178,397

 

 

$

157,546

 

Logistics

 

 

105,735

 

 

 

102,557

 

Other

 

 

310

 

 

 

291

 

Total

 

$

284,442

 

 

$

260,394

 

 

 

 

 

 

 

 

 

 

Income from Operations by Segment:

 

 

 

 

 

 

 

 

Transportation

 

$

6,353

 

 

$

5,888

 

Logistics

 

 

4,193

 

 

 

8,549

 

Other

 

 

(1,377

)

 

 

(507

)

Total

 

$

9,169

 

 

$

13,930

 

 

 



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, 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:

 

 

 

Thirteen Weeks Ended

 

 

 

April 1,

 

 

April 2,

 

 

 

2017

 

 

2016

 

 

 

( in thousands)

 

EBITDA

 

 

 

 

 

 

 

 

Net income

 

$

4,318

 

 

$

7,477

 

Provision for income taxes

 

 

2,683

 

 

 

4,628

 

Interest expense, net

 

 

2,236

 

 

 

1,963

 

Depreciation and amortization

 

 

10,327

 

 

 

8,546

 

EBITDA

 

$

19,564

 

 

$

22,614

 

 

 

 

 

 

 

 

 

 

EBITDA margin (a)

 

 

6.9

%

 

 

8.7

%

 

(a)

EBITDA margin is computed by dividing EBITDA by total operating revenues 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:

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 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.