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) October 25, 2018

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 October 25, 2018, the Company issued a press release announcing the Company's financial and operating results for the thirteen weeks and thirty-nine weeks ended September 29, 2018, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On October 25, 2018, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly cash dividend of $0.105 per share of common stock.  The dividend is payable to the Company's shareholders of record at the close of business on November 5, 2018, and is expected to be paid on November 15, 2018.  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.

 

 

Exhibit 99.1

 

Universal Logistics Holdings, Inc. Reports Consolidated Third Quarter 2018 Financial Results

Warren, MI – October 25, 2018 — Universal Logistics Holdings, Inc. (NASDAQ: ULH), a leading asset-light provider of customized transportation and logistics solutions, today reported consolidated third quarter 2018 net income of $15.1 million, or $0.53 per basic and diluted share.  Universal also reported third quarter 2018 total operating revenues of $374.3 million, the highest quarterly revenue ever reported.  These results compare to a net loss of $3.3 million, or $(0.12) per basic and diluted share, during third quarter 2017 on total operating revenues of $313.0 million. Included in the reported loss in 2017 was $17.4 million of pre-tax charges, or approximately $0.38 per share, for pending litigation.

Operating revenues from truckload services decreased $2.6 million to $80.2 million, compared to $82.8 million for the same period last year. Included in truckload revenues for the recently completed quarter were $8.7 million in separately identified fuel surcharges compared to $7.1 million during the same period last year.  The decrease in truckload services reflects a 7.4% decrease in the number of loads hauled.  During the quarter ended September 29, 2018, Universal moved 73,117 loads compared to 78,965 during the same period last year.  Truckload service revenues in the third quarter of 2017 also included $4.7 million of revenue from FEMA loads.  The decreases in truckload services were partially offset by a 9.6% increase in average operating revenue per load, excluding fuel surcharges.  

Revenues for the third quarter 2018 from brokerage services increased $25.5 million, or 34.8%, to $98.8 million compared to $73.3 million one year earlier. The growth in brokerage revenues is due to increases in the average operating revenue per load and in the number of loads hauled.  Universal’s average operating revenue per load increased 18.0% to $1,643 per load, up from $1,392 per load one year earlier. The number of brokerage loads hauled in the third quarter 2018 increased 19.0% to 58,147 compared to 48,870 during the same period last year.  

Intermodal services revenues increased $26.6 million, or 68.0%, to $65.7 million in the third quarter 2018, up from $39.1 million during the same period last year.  Intermodal revenues for the recently completed quarter included $18.8 million of revenues attributable to Fore Transportation and Southern Counties Express, each of which Universal acquired in 2018.  Included in third quarter 2018 intermodal revenues were $8.4 million in separately identified fuel surcharges, compared to $3.9 million during the same period last year.  Intermodal services growth included increases both in the average operating revenue per load, excluding fuel surcharges, and in the number of loads hauled.  During the quarter ended September 29, 2018, Universal moved 119,410 intermodal loads, compared to 87,342 loads during the same period last year, an increase of 36.7%, while also increasing its average operating revenue per load, excluding fuel surcharges, by 22.0%.

Third quarter 2018 operating revenues from dedicated services increased 39.8% to $30.9 million compared to $22.1 million one year earlier. Dedicated services revenues included $4.4 million in separately identified fuel surcharges in the third quarter 2018 compared to $2.9 million during the same period last year.  Increases in dedicated services revenues are also attributable to increases in the number of loads hauled and in the average operating revenue per mile, excluding fuel surcharges.  During the quarter ended September 29, 2018, Universal moved 55,563 dedicated services loads, compared to 44,069 loads one year earlier, and the average rate per mile, excluding fuel surcharges increased 5.6%.  Universal’s average dedicated operating revenue per load, excluding fuel surcharges, decreased 3.5%, primarily driven by a decrease in the average length of haul.    

Revenues from value-added services increased $2.9 million to $98.6 million in the quarter ended September 29, 2018.  This compares to $95.7 million from value-added services one year earlier.  Operations supporting heavy-truck production continued to drive overall growth in value-added services, growing $4.6 million, or 20.6% on a year-over-year basis.  Overall, revenues from value-added services grew by 3.1% compared to the same period last year.

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Consolidated income from operations increased $26.0 million to $22.5 million compared to an operating loss of $3.5 million one year earlier. The operating loss in 2017 included $17.4 million in accruals made for pending litigation, which were attributed to Universal’s transportation segment. Universal’s transportation and logistics segments both outperformed the same period last year. Excluding the $17.4 million of pre-tax charges accruals for pending litigation in 2017, income from operations in the transportation segment, which is primarily comprised of truckload, brokerage and intermodal services operations, increased 22.3% to $11.9 million in the quarter ended September 29, 2018.  In the logistics segment, which includes value-added and dedicated services, operating income increased $5.8 million to $10.5 million in the third quarter 2018 compared to $4.7 million one year earlier.

The effective tax rate for the third quarter 2018 was 24.6%, and reflected the estimated impact of the Tax Cuts and Jobs Act.  This compares to an effective tax rate of 37.3% during the same period last year.  Included in other non-operating income were $1.0 million of gains from life insurance policies in the third quarter 2018.

During the third quarter of 2018, EBITDA, a non-GAAP measure, increased $29.3 million to $38.3 million, compared to $9.0 million in the same period last year.  As a percentage of total operating revenues, operating income and EBITDA margins for the third quarter 2018 were 6.0% and 10.2%, respectively.  These profitability metrics compare to (1.1%) and 2.9%, respectively, in third quarter 2017.  

“We have so much to be excited about at Universal,” stated Jeff Rogers, Universal’s Chief Executive Officer.  “We had another quarter of record breaking revenues, the highest ever, and the third quarter of 2018 was also our best third quarter earnings ever reported.  On the acquisition front, our deal team is working extremely hard at identifying and executing our M&A strategy, and the pipeline is very robust.  I want to give a special thanks to the folks working so hard out at our new southern California terminal, Southern Counties Express, and to recognize Specialized Rail Service, which we welcomed to the Universal family in mid-October.  We have great momentum, an excellent transportation environment, and we have no intention of taking our foot off the gas.  We expect to continue to deliver excellent customer service, execute on our long-term strategy and deliver solid results. We are Team Universal.”

Universal calculates and reports selected financial metrics for purposes of our lending arrangements and 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 September 29, 2018, Universal held cash and cash equivalents totaling $2.5 million and $10.4 million in marketable securities.  Outstanding debt at the end of the third quarter 2018 was $330.4 million and capital expenditures during the quarter totaled $22.6 million.

Universal Logistics Holdings, Inc. also announced today that its Board of Directors has declared a quarterly cash dividend of $0.105 per share of common stock.  The dividend is payable to shareholders of record at the close of business on November 5, 2018 and will be paid on November 15, 2018.

Conference call:

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

Quarterly Earnings Conference Call Dial-in Details:

Time:  10:00 AM Eastern Time

Date:  Friday, October 26, 2018

Call Toll Free:  (866) 622-0924

International Dial-in:  +1 (660) 422-4956

Conference ID:  5299735

A replay of the conference call will be available beginning two hours after the call through November 30, 2018, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 5299735. 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

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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.

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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, a non-GAAP measure, as supplemental measures of our performance. We define EBITDA as net income plus (i) interest expense, net, (ii) 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:

 

 

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.