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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) February 10, 2022

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:

☐	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.    ☐

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On February 10, 2022, the Company issued a press release announcing the Company’s financial and operating results for the thirteen weeks and year ended December 31, 2021, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 10, 2022, 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 April 4, 2022 to shareholders of record on March 7, 2022. 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 February 10, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

 

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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.

 

			UNIVERSAL LOGISTICS HOLDINGS, INC.
Date: February 10, 2022			/s/ Steven Fitzpatrick
			Steven Fitzpatrick
			Secretary

 

Exhibit 99.1

 

Universal Logistics Holdings Reports Fourth Quarter 2021 Financial Results; Achieved Full Year 2021 Record Results; Declares Dividend

Warren, MI – February 10, 2022 — Universal Logistics Holdings, Inc. (NASDAQ: ULH), a leading asset-light provider of customized transportation and logistics solutions, today reported consolidated fourth quarter 2021 net income of $16.2 million, or $0.60 per basic and diluted share, on total operating revenues of $467.4 million, Universal’s highest quarterly operating revenues ever reported. This compares to net income of $16.2 million, or $0.60 per basic and diluted share, during fourth quarter 2020 on total operating revenues of $386.0 million. Universal’s fourth quarter 2021 operating results were negatively affected by $6.0 million of charges for auto liability claims expected to settle in excess of policy limits and an additional $5.0 million of losses incurred in connection with a contract logistics program in Detroit, Michigan.  For the full year 2021, Universal reported $2.74 per basic and diluted share, on total operating revenues of $1.75 billion, both the highest in company history. This compares to $1.78 per basic and diluted share, on total operating revenues of $1.39 billion for the full year 2020.  

In the fourth quarter 2021, Universal’s operating income increased $0.3 million to $23.8 million, compared to $23.5 million in the fourth quarter one year earlier.  Universal’s fourth quarter 2021 operating results were reduced by a total of $11.0 million attributable to the previously mentioned auto liability claims charges and losses attributable to a recent contract logistics program award.  As a percentage of operating revenue, operating margin for the fourth quarter 2021 was 5.1%, compared to 6.1% during the same period last year. EBITDA, a non-GAAP measure, decreased $4.5 million during the fourth quarter 2021 to $39.7 million, compared to $44.2 million one year earlier. As a percentage of operating revenue, EBITDA margin for the fourth quarter 2021 was 8.5%, compared to 11.4% during the same period last year. The claims charges and launch losses recorded in the fourth quarter 2021 adversely impacted both Universal’s operating margin and EBITDA margin by 230 basis points.  

“2021 certainly had its share of challenges,” stated Tim Phillips, Universal’s Chief Executive Officer. “We experienced them predominantly at the macro level, with a lack of fluidity throughout the country’s ports and inland supply chains, a tight labor market, particularly in the transportation and logistics space, and transportation equipment in extremely short supply. We also experienced some of those conditions more acutely at Universal. Our automotive customers struggled to meet production due to a lack of semiconductors and we were challenged with significant program losses in executing a major new contract logistics program.

Yet, despite these challenges, Universal’s business model continued to deliver impressive results.  For the full year 2021 Universal reported record results on both the top and bottom line. Our year-over-year annual operating revenues increased 26%, and our after-tax earnings were up over 50%, making Universal’s full year 2021 operating revenues and earnings per share the greatest in company history. We also closed out the fourth quarter with Universal’s highest quarterly revenues ever reported. While there is still plenty of room for improvement, I want to make sure these achievements don’t go unrecognized. I would like to thank every member of Team Universal for their individual contributions in making this year a success, and I look forward to what we can accomplish in 2022.”

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Segment Information:

Contract Logistics

In the contract logistics segment, which includes our value-added and dedicated services, fourth quarter 2021 operating revenues increased 20.7% to $160.7 million, compared to $133.2 million for the same period last year. At the end of the fourth quarter 2021, we managed 63 value-added programs, compared to 58 such programs at the end of the fourth quarter 2020, and improved our dedicated transportation load volumes by 6.9% compared to the same period last year. Fourth quarter 2021 income from operations decreased $5.9 million to $6.1 million, compared to $12.0 million during the same period last year. Included in fourth quarter 2021 results were $5.0 million of additional losses incurred in connection with a recently launched new business award. As a percentage of revenue, operating margin in the contract logistics segment for the fourth quarter 2021 was 3.8%, compared to 9.0% during the same period last year. The launch losses recorded in the fourth quarter 2021 adversely impacted this segment’s operating margin by 310 basis points.  

Intermodal

Operating revenues in the intermodal segment increased $35.8 million to $141.7 million in the fourth quarter 2021, compared to $105.9 million for the same period last year. Included in intermodal segment revenues for the recently completed quarter were $16.1 million in separately identified fuel surcharges, compared to $8.9 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage which totaled $35.7 million during the fourth quarter 2021, compared to $20.0 million one year earlier. The average operating revenue per load, excluding fuel surcharges, increased 31.9%; however, load volumes decreased 14.2% year-over-year. Fourth quarter 2021 income from operations increased $6.0 million to $13.8 million, compared to $7.8 million during the same period last year. As a percentage of revenue, operating margin in the intermodal segment for the fourth quarter 2021 was 9.7%, compared to 7.3% during the same period last year.

Trucking

In the trucking segment, which includes agent-based and company-managed trucking operations, fourth quarter 2021 operating revenues increased 25.5% to $101.5 million, compared to $80.9 million for the same period last year. Fourth quarter 2021 trucking segment revenues included $38.1 million of brokerage services, compared to $31.3 million during the same period last year. Also included in our trucking segment revenues were $6.8 million in separately identified fuel surcharges during the fourth quarter 2021, compared to $3.7 million in fuel surcharges during the same period last year. On a year-over-year basis, trucking segment load volumes increased 2.8% and the average operating revenue per load, excluding fuel surcharges, increased an additional 19.3% during the same period. Income from operations in the fourth quarter 2021 decreased $2.4 million to $1.1 million compared to $3.5 million during the same period last year. Fourth quarter 2021 results also included a $6.0 million charge for auto liability claims expected to settle in excess of policy limits. As a percentage of revenue, operating margin in the trucking segment for the fourth quarter 2021 was 1.1% compared to 4.4% during the same period last year. The claim charges recorded in the fourth quarter 2021 adversely impacted the trucking segment’s operating margin by 590 basis points.  

 

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Company-managed Brokerage

Fourth quarter 2021 operating revenues in the company-managed brokerage segment decreased $3.8 million to $62.0 million, compared to $65.8 million for the same period last year, while income from operations increased $2.3 million to $2.5 million in the fourth quarter 2021.  This compares to income from operations of $0.2 million one year earlier. The company-managed brokerage segment’s average operating revenue per load, excluding fuel surcharges, increased 10.1%; however, load volumes decreased 19.4% on a year-over-year basis. As a percentage of revenue, operating margin in the company-managed brokerage segment for the fourth quarter 2021 was 4.0% compared to 0.3% during the same period last year.

Cash Dividend

Universal Logistics Holdings, Inc. also announced today that its Board of Directors has 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 March 7, 2022 and is expected to be paid on April 4, 2022.

Other Matters  

As of December 31, 2021, Universal held cash and cash equivalents totaling $13.9 million, and $8.0 million in marketable securities. Outstanding debt at the end of the fourth quarter 2021 was $428.4 million and capital expenditures totaled $12.6 million.  

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

Conference call:

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

 

Quarterly Earnings Conference Call Dial-in Details:

 

Time:  10:00 a.m. Eastern Time

Date:  Friday, February 11, 2022

Call Toll Free:  (844) 955-2101

International Dial-in:  +1 (661) 567-1249

Conference ID:  6075298

 

A replay of the conference call will be available beginning two hours after the call through February 18, 2022, by calling (855) 859-2056 (toll free) or +1 (404) 537-3406 (toll) and using conference ID 6075298. 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,” “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 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

(Dollars in thousands)

 

 

 

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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 and EBITDA margin, each a non-GAAP measure, as supplemental measures of our performance. We define EBITDA as net income plus (i) interest expense, net, (ii) income taxes, (iii) depreciation, and (iv) amortization. We define EBITDA margin as EBITDA as a percentage of total operating revenues. 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 and 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.

EBITDA has limitations as an analytical tool. Some of these limitations are:

Because of these limitations, EBITDA and 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 on EBITDA and EBITDA margin.