8-K

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 28, 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.    ☐

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2022, the Company issued a press release announcing the Company’s financial and operating results for the thirteen weeks and twenty-six weeks ended July 2, 2022, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 28, 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 October 3, 2022 to shareholders of record on September 5, 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 July 28, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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: July 28, 2022	/s/ Steven Fitzpatrick
	Steven Fitzpatrick
	Secretary

EX-99.1

Exhibit 99.1

Universal Logistics Holdings Reports New All-Time Record Results in the Second Quarter 2022; Declares Dividend

- Second Quarter 2022 Operating Revenues:  $527.2million, 24.7% increase

- Second Quarter 2022 Operating Income:  $64.7 million, 12.3% operating margin

- Second Quarter 2022 Earnings Per Share:  $1.69 per share

- Declares Quarterly Dividend:  $0.105 per share

- Repurchases 393,677 shares of its common stock

Warren, MI – July 28, 2022 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated second quarter 2022 net income of $44.7 million, or $1.69 per basic and diluted share, on total operating revenues of $527.2 million. This compares to net income of $25.6 million, or $0.95 per basic and diluted share, during second quarter 2021 on total operating revenues of $422.8 million. Universal’s second quarter 2022 financial results represent new all-time highs for total operating revenues, operating income and earnings per share, exceeding the record results reported in the first quarter 2022

In the second quarter 2022, Universal’s operating income increased $33.3 million to $64.7 million compared to operating income of $31.3 million in the second quarter one year earlier. Included in second quarter 2022 operating results was a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period. During the second quarter 2022, Universal also revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million during the period. As a percentage of operating revenue, operating margin for the second quarter 2022 was 12.3% compared to 7.4% during the same period last year. EBITDA, a non-GAAP measure, increased $37.2 million during the second quarter 2022 to $90.9 million, compared to $53.7 million one year earlier. As a percentage of operating revenue, EBITDA margin for the second quarter 2022 was 17.2% compared to 12.7% during the same period last year.  

“Universal’s second quarter 2022 set another series of record results, surpassing the all-time record highs achieved just a quarter ago,” stated Tim Phillips, Universal’s Chief Executive Officer. “We are solidly on-track to achieve over $2.0 billion in top-line revenues for the year, and we have once again reported our best-ever financial performance in terms of operating revenues, operating income, operating margin, and earnings per share.  In fact, Universal has already reported more earnings per share in the first two quarters of 2022, than in any previous annual period in the Company’s history.

While I am enthusiastic about our performance, I am also keenly aware of the macro headwinds facing Universal, and the broader economic conditions. We are keeping a close eye on the impacts of inflation, rising interest rates, and the direction of consumer behavior. And while there are some signs of a softening, I believe there remains a significant amount of freight opportunities across the country, and strong, pent-up demand for autos in North America, both of which are favorable to our bottom line. In this ever-changing business climate, I continue to believe Universal’s highly-resilient business model will allow us to remain agile and deliver solid performance for our customers and our shareholders.”

Segment Information:

Contract Logistics

- Second Quarter 2022 Operating Revenues:  $207.3million, 34.0% increase

- Second Quarter 2022 Operating Income:  $29.4 million, 14.2% operating margin

In the contract logistics segment, which includes our value-added and dedicated services, second quarter 2022 operating revenues increased $52.5 million, or 34.0% to $207.3 million compared to $154.8 million for the same period last year. At the end of the second quarter 2022, we managed 64 value-added programs compared to 60 such programs at the end of the second quarter 2021. While reported dedicated transportation load volumes were moderately down, new business wins, including a major shuttle operation, as well as repricing of existing customer contracts, were significant contributing factors to the overall growth in dedicated transportation. Also included in dedicated transportation revenues for the recently completed quarter were $11.0 million in separately identified fuel surcharges, compared to $5.2 million during the same period last year. In the contract logistics segment, second quarter 2022 income from operations increased $13.5 million to $29.4 million, compared to $15.9 million during the same period last year. As a percentage of revenue, operating margin for the second quarter 2022 was 14.2%, compared to 10.3% during the same period last year.

Intermodal

- Second Quarter 2022 Operating Revenues:  $156.9 million, 47.2% increase

- Second Quarter 2022 Operating Income:  $21.4 million, 13.6% operating margin

Operating revenues in the intermodal segment increased $50.3 million to $156.9 million in the second quarter 2022, compared to $106.6 million for the same period last year. Included in intermodal segment revenues for the recently completed quarter were $25.2 million in separately identified fuel surcharges compared to $11.7 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage which totaled $33.6 million during the second quarter 2022, compared to $15.0 million one year earlier. The average operating revenue per load, excluding fuel surcharges, increased 42.1%; however, load volumes fell 13.9% year-over-year. Second quarter 2022 income from operations increased $15.2 million to $21.4 million compared to $6.2 million during the same period last year.  As a percentage of revenue, operating margin for the second quarter 2022 was 13.6% compared to 5.8% during the same period last year.

Trucking

- Second Quarter 2022 Operating Revenues:  $106.5million, 6.8% increase

- Second Quarter 2022 Operating Income:  $9.6 million, 9.0% operating margin

In the trucking segment, second quarter 2022 operating revenues increased 6.8% to $106.5 million compared to $99.8 million for the same period last year. Second quarter 2022 trucking segment revenues included $46.8 million of brokerage services, compared to $42.1 million during the same period last year. Also included in our trucking segment revenues for the recently completed quarter were $9.9 million in separately identified fuel surcharges compared to $6.0 million in such surcharges during the same period last year.  On a year-over-year basis, the average operating revenue per load, excluding fuel surcharges, increased 43.4%; however load volumes fell 30.0% as we rationalized some underperforming operations in this segment. Income from operations in the second quarter 2022 increased $3.1 million to $9.6 million compared to $6.5 million during the same period last year. As a percentage of revenue, operating margin for the second quarter 2022 was 9.0% compared to 6.5% during the same period last year. Included in the trucking segment’s second quarter 2022 operating results was a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period. This credit favorably impacted the trucking segment’s operating margin by 282 basis points.

Company-managed Brokerage

- Second Quarter 2022 Operating Revenues:  $55.1million, 8.8% decrease

- Second Quarter 2022 Operating Income:  $4.2 million, 7.5% operating margin

Second quarter 2022 operating revenues in the company-managed brokerage segment decreased 8.8% to $55.1 million compared to $60.4 million for the same period last year. Company-managed brokerage segment average operating revenue per load, excluding fuel surcharges, increased 6.8%; however, load volumes decreased 26.8% on a year-over-year basis. Second quarter 2022 income from operations in the company-managed brokerage segment was $4.2 million which compares to $2.4 million during the same period last year.  As a percentage of revenue, operating margin for the second quarter 2022 was 7.5% compared to 4.0% one year earlier.

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 September 5, 2022 and is expected to be paid on October 3, 2022.

Other Matters  

As of July 2, 2022, Universal held cash and cash equivalents totaling $14.7 million, and $8.2 million in marketable securities.  Outstanding debt at the end of the second quarter 2022 was $417.3 million and capital expenditures during the period totaled $31.5 million.

During the second quarter of 2022, the Company purchased 229,488 shares of its common stock at an average purchase price of $19.41 per share under a previously announced share repurchase plan. Universal remains authorized to purchase up to 513,251 additional shares under this plan. The Company also announced the final results of a modified “Dutch auction” tender offer during the second quarter of 2022, whereby the Company purchased an additional 164,189 shares of its common stock at a purchase price of $28.00 per share.

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, July 29, 2022

Call Toll Free:  (877) 270-2148

International Dial-in:  +1 (412) 902-6510

Conference ID:  10169222

A replay of the conference call will be available through August 5, 2022, by calling (877) 344-7529 (toll free) or +1 (412) 317-0088 (toll) and using encore replay code 3850245. 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

About Universal:

Universal Logistics Holdings, Inc. (“Universal”) is a holding company that owns subsidiaries engaged in providing a variety of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia.  Our operating subsidiaries provide customers with supply chain solutions that can be scaled to meet their changing demands and volumes. Universal’s consolidated subsidiaries offer customers a broad array of services across the entire supply chain, including truckload, brokerage, intermodal, dedicated, and value-added services. In this press release, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries. 

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 Universal’s reports and filings with the Securities and Exchange Commission. Universal 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						Twenty-six Weeks Ended
	July 2,			July 3,			July 2,			July 3,
	2022			2021			2022			2021
Operating revenues:
Truckload services	$	61,061		$	58,880		$	118,544		$	118,582
Brokerage services		101,929			102,532			209,101			199,451
Intermodal services		156,865			106,601			314,478			210,318
Dedicated services		79,452			50,396			154,938			98,357
Value-added services		127,875			104,374			253,982			211,307
Total operating revenues		527,182			422,783			1,051,043			838,015
Operating expenses:
Purchased transportation and equipment rent		227,215			198,031			459,346			387,363
Direct personnel and related benefits		127,334			111,000			264,002			218,552
Operating supplies and expenses		46,027			32,713			88,151			69,805
Commission expense		10,757			8,570			20,780			15,894
Occupancy expense		10,001			9,389			20,196			17,569
General and administrative		11,541			9,693			21,603			18,869
Insurance and claims		2,598			5,735			11,180			12,070
Depreciation and amortization		27,058			16,339			43,286			35,424
Total operating expenses		462,531			391,470			928,544			775,546
Income from operations		64,651			31,313			122,499			62,469
Interest expense, net		(3,919	)		(2,926	)		(6,352	)		(6,089	)
Other non-operating income (loss)		(823	)		6,079			130			7,085
Income before income taxes		59,909			34,466			116,277			63,465
Provision for income taxes		15,210			8,862			29,570			16,205
Net income	$	44,699		$	25,604		$	86,707		$	47,260
Earnings per common share:
Basic	$	1.69		$	0.95		$	3.25		$	1.76
Diluted	$	1.69		$	0.95		$	3.25		$	1.75
Weighted average number of common shares outstanding:
Basic		26,453			26,919			26,660			26,918
Diluted		26,468			26,936			26,668			26,933
Dividends declared per common share:	$	0.105		$	0.105		$	0.210		$	0.210

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

	July 2, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	14,683	$	13,932
Marketable securities		8,237		8,031
Accounts receivable - net		400,017		341,398
Other current assets		59,692		57,334
Total current assets		482,629		420,695
Property and equipment - net		343,729		345,583
Other long-term assets - net		365,108		371,213
Total assets	$	1,191,466	$	1,137,491
Liabilities and shareholders' equity
Current liabilities, excluding current maturities of debt	$	255,403	$	251,550
Debt - net		415,316		427,348
Other long-term liabilities		153,780		156,383
Total liabilities		824,499		835,281
Total shareholders' equity		366,967		302,210
Total liabilities and shareholders' equity	$	1,191,466	$	1,137,491

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	July 2,		July 3,		July 2,		July 3,
	2022		2021		2022		2021
Contract Logistics Segment:
Number of dedicated transportation loads (a)		155,899		156,119		314,118		312,494
Average number of value-added direct employees		5,129		4,475		5,113		4,182
Average number of value-added full-time equivalents		1,342		1,508		1,463		1,597
Number of active value-added programs		64		60		64		60
Intermodal Segment:
Number of loads		145,916		169,441		300,123		348,924
Average operating revenue per load, excluding fuel surcharges	$	696	$	490	$	697	$	483
Average number of tractors		2,162		2,034		2,143		2,003
Number of depots		11		12		11		12
Trucking Segment:
Number of loads		52,986		75,645		103,846		148,389
Average operating revenue per load, excluding fuel surcharges	$	1,844	$	1,286	$	1,804	$	1,266
Average number of tractors		910		1,337		900		1,328
Average length of haul		399		366		401		370
Company-Managed Brokerage Segment:
Number of loads (b)		22,701		31,006		47,311		63,891
Average operating revenue per load (b)	$	2,006	$	1,879	$	2,094	$	1,806
Average length of haul (b)		599		573		586		569

(a) Includes shuttle moves.

(b) Excludes operating data from freight forwarding division 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

(Dollars in thousands)

	Thirteen Weeks Ended				Twenty-six Weeks Ended
	July 2,		July 3,		July 2,		July 3,
	2022		2021		2022		2021
Operating Revenues by Segment:
Contract logistics	$	207,327	$	154,770	$	408,920	$	309,664
Intermodal		156,865		106,601		314,478		210,318
Trucking		106,545		99,778		204,030		194,678
Company-managed brokerage		55,119		60,431		120,325		121,537
Other		1,326		1,203		3,290		1,818
Total	$	527,182	$	422,783	$	1,051,043	$	838,015
Income from Operations by Segment:
Contract logistics	$	29,425	$	15,946	$	52,900	$	32,766
Intermodal		21,368		6,152		44,378		14,646
Trucking		9,611		6,482		17,030		11,672
Company-managed brokerage		4,155		2,445		8,018		2,886
Other		92		288		173		499
Total	$	64,651	$	31,313	$	122,499	$	62,469

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:

	Thirteen Weeks Ended						Twenty-six Weeks Ended
	July 2,			July 3,			July 2,			July 3,
	2022			2021			2022			2021
	( in thousands)						( in thousands)
EBITDA
Net income	$	44,699		$	25,604		$	86,707		$	47,260
Income tax expense		15,210			8,862			29,570			16,205
Interest expense, net		3,919			2,926			6,352			6,089
Depreciation		23,513			12,828			36,160			28,433
Amortization		3,545			3,511			7,126			6,991
EBITDA	$	90,886		$	53,731		$	165,915		$	104,978
EBITDA margin (a)		17.2	%		12.7	%		15.8	%		12.5	%

(a) EBITDA margin is computed by dividing EBITDA by total operating revenues 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:

• 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 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.

XML

Document and Entity Information	Jul. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 28, 2022
Entity Registrant Name	Universal Logistics Holdings, Inc.
Entity Central Index Key	0001308208
Entity Emerging Growth Company	false
Entity File Number	0-51142
Entity Incorporation, State or Country Code	MI
Entity Tax Identification Number	38-3640097
Entity Address, Address Line One	12755 E. Nine Mile Road
Entity Address, City or Town	Warren
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48089
City Area Code	586
Local Phone Number	920-0100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	ULH
Security Exchange Name	NASDAQ