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 27, 2017

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):

☐ 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.    ☐

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

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

Item 8.01 Other Events.

On July 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 August 7, 2017, and is expected to be paid on August 17, 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.

 

 

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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

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

Warren, MI – July 27, 2017 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported second quarter 2017 net income of $2.7 million, or $0.10 per basic and diluted share, on total operating revenues of $305.2 million.  This compares to $9.0 million, or $0.32 per basic and diluted share, during second quarter 2016 on total operating revenues of $276.8 million.

Operating revenues from truckload services increased $2.9 million to $76.7 million, compared to $73.8 million for the same period last year. Included in truckload revenues in the second quarter 2017 were $7.1 million of separately-identified fuel surcharges compared to $5.9 million during the same period last year.  During the quarter, Universal’s average operating revenue per load, excluding fuel surcharges, increased 8.9% primarily due to an increase in length of haul and an increase in revenue per mile.  This increase was partially offset by a 3.5% decrease in the number of loads hauled.  During the quarter ended July 1, 2017, Universal hauled 80,720 loads compared to 83,637 during the same period last year.  

Revenues for the second quarter 2017 from brokerage services increased $8.2 million, or 14.5% to $64.7 million compared to $56.5 million one year earlier. The growth is due to increases in both 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, increased 2.8% to $1,275 per load, up from $1,240 per load in the second quarter 2016.  The number of brokerage loads hauled increased 18.2% in the second quarter 2017 to 48,768 compared to 41,254 during the same period last year.  

Intermodal services revenues increased $2.4 million to $38.7 million in the second quarter of 2017, up from $36.3 million during the same period last year.  During the quarter ended July 1, 2017, Universal moved 87,952 intermodal loads compared to 84,370 during the same period last year.  Included in intermodal revenues in the quarter ended July 1, 2017 were also $3.9 million in separately-identified fuel surcharges compared to $3.3 million during the same period last year.  

Operating revenues from dedicated services in the second quarter 2017 increased $0.3 million to $24.4 million compared to $24.1 million one year earlier. The increase is primarily due to a 2.6% increase average operating revenue per load, excluding fuel surcharges, which was partially offset by a 1.4% decrease in the number of loads hauled.    

Value-added services revenues increased $14.5 million to $100.6 million in the second quarter of 2017, compared to $86.1 million in the same period last year.  Our continued support of major customer vehicle programs, as well as improvements in our heavy-truck operations positively impacted top-line revenues in Universal’s value-added services division.  Overall, valued-added services grew by 16.8% compared to the same period last year.

Consolidated income from operations decreased $10.4 million to $6.4 million, compared to $16.8 million in second quarter 2016.  The overall decrease is primarily attributable to an $8.0 million loss in our Mexican value-added operations and higher than anticipated costs supporting one of our major value-added operations still in launch phase.  During the second quarter 2017, Universal’s logistics segment, which includes value-added and dedicated services, incurred an operating loss of $2.5 million compared to $10.6 million of operating income 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 23.2% to $8.5 million from $6.9 million during the same period last year.  

 

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During the second quarter of 2017, EBITDA decreased $7.6 million to $18.4 million, compared to $26.0 million in the same period last year.  As a percentage of total operating revenues, operating income and EBITDA margins for the second quarter 2017 were 2.1% and 6.0%, respectively.  These profitability metrics compare to 6.1% and 9.4%, respectively, in second quarter 2016.  

“We are pleased with the results our transportation segment delivered for us this quarter,” stated Jeff Rogers, Universal’s Chief Executive Officer.  “Both our truckload and intermodal operations delivered their strongest results in over a year, and our brokerage business continues to grow at a double-digit pace.  On the logistics side, with the transition of an unprofitable Mexican program, one of our largest domestic value-added programs returning positive results, and a signs of strong recovery in North American Class 8 production, I am optimistic for the remainder of 2017 and beyond. We have some hard work ahead of us, but much of the headwinds have subsided and we are as committed as ever to the success of Universal, its customers, and the thousands of employees, agents and owner-operators we represent.”

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 1, 2017, Universal held cash and cash equivalents totaling $2.0 million, and $14.1 million in marketable securities.  Outstanding debt at the end of the second quarter 2017 was $251.7 million and capital expenditures totaled $15.6 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 August 7, 2017 and is expected to be paid on August 17, 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 second quarter 2017 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 24, 2017, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 42884669. 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. 

 

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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.

 

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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. 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.