ULH Universal Logistics Holdings Inc

 

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 6, 2025

 

 

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)	(IRS Employer Identification No.)
12755 E. Nine Mile Road
Warren, Michigan				48089
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 586 920-0100

 

(Former Name or Former Address, 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 6, 2025, the Company issued a press release announcing our financial and operating results for the thirteen weeks and year ended December 31, 2024, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 8.01 Other Events.

On February 6, 2025, the Company issued a press release announcing that our Board declared a cash dividend of $0.105 per share of common stock. The dividend is payable on April 1, 2025 to shareholders of record on March 3, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

99.1	Press Release dated February 6, 2025.
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 hereunto duly authorized.

			UNIVERSAL LOGISTICS HOLDINGS, INC.
Date:	February 6, 2025	By:	/s/ Steven Fitzpatrick
			Steven Fitzpatrick Secretary

 

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Exhibit 99.1

 

Universal Logistics Holdings Reports Fourth Quarter 2024 Financial Results; Declares Dividend

Warren, MI – February 6, 2025 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated fourth quarter 2024 net income of $20.2 million, or $0.77 per diluted share, on total operating revenues of $465.1 million. This compares to net income of $21.4 million, or $0.81 per diluted share, during fourth quarter 2023 on total operating revenues of $390.9 million. For the full year 2024, Universal reported $4.93 per diluted share, on total operating revenues of $1.85 billion. This compares to $3.53 per diluted share, on total operating revenues of $1.66 billion for the full year 2023.

In the fourth quarter 2024, Universal’s operating income increased $4.2 million to $38.3 million, compared to $34.1 million in the fourth quarter one year earlier. As a percentage of operating revenue, operating margin for the fourth quarter 2024 was 8.2%, compared to 8.7% during the same period last year. EBITDA, a non-GAAP measure, increased $18.7 million during the fourth quarter 2024 to $73.5 million, compared to $54.8 million one year earlier. As a percentage of operating revenue, EBITDA margin for the fourth quarter 2024 was 15.8%, compared to 14.0% during the same period last year.

"Universal notched another solid performance during the fourth quarter, making the full-year 2024 our second best financial performance in company history,” stated Tim Phillips, Universal’s CEO. “Our contract logistics segment continues to be the cornerstone of our success, and we remain committed to making smart investments in this space, such as our recent acquisition of Parsec. Strong demand for our specialized, heavy-haul services has also enabled our trucking segment to produce solid results during the quarter, and throughout all of 2024. While we are proud of our many successes, we remain focused on improving underperforming operations, gaining efficiencies and maintaining a high-level of cost control. 2024 was an exciting, and challenging year for Universal, and I am deeply thankful for the talented team who guided us through. We will keep pushing forward, delivering exceptional service to our customers while continuing to execute our long-term strategy.”

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Segment Information:

Contract Logistics

In the contract logistics segment, which includes our value-added and dedicated services, fourth quarter 2024 operating revenues increased 52.7% to $307.4 million, compared to $201.3 million for the same period last year. Fourth quarter 2024 revenues included $51.3 million attributable to our specialty development project in Stanton, TN, which was completed during the period, and an additional $59.5 million from the fourth quarter acquisition of Parsec. Included in contract logistics segment revenues were also $8.3 million in separately identified fuel surcharges from dedicated transportation services, compared to $8.9 million during the same period last year. At the end of the fourth quarter 2024, we managed 90 value-added programs, including 20 new rail terminal operations compared to a total of 71 programs at the end of the fourth quarter 2023. Fourth quarter 2024 income from operations increased $7.0 million to $39.1 million, compared to $32.1 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the fourth quarter 2024 was 12.7%, compared to 15.9% during the same period last year. Included in contract logistics operating results was of $6.0 million of depreciation and amortization expense related to Parsec, which lowered the fourth quarter 2024 operating margin in this segment by 200 bps.

Intermodal

Operating revenues in the intermodal segment decreased 15.9% to $73.1 million in the fourth quarter 2024, compared to $86.9 million for the same period last year. Included in intermodal segment revenues for the recently completed quarter were $9.1 million in separately identified fuel surcharges, compared to $13.0 million during the same period last year. Intermodal segment revenues also included other accessorial charges such as detention, demurrage and storage, which totaled $8.6 million during the fourth quarter 2024, compared to $8.7 million one year earlier. Load volumes declined 15.3%, while the average operating revenue per load, excluding fuel surcharges, declined by 2.2% on a year-over-year basis. Fourth quarter 2024 operating losses in the intermodal segment were $(9.7) million compared to an operating loss of $(1.0) million during the same period last year. As a percentage of revenue, operating margin in the intermodal segment for the fourth quarter 2024 was (13.2)%, compared to (1.1)% one year earlier.

Trucking

In the trucking segment, fourth quarter 2024 operating revenues increased 11.5% to $83.8 million, compared to $75.2 million for the same period last year. Fourth quarter 2024 trucking segment revenues included $22.8 million of brokerage services, compared to $30.0 million during the same period last year. Also included in our trucking segment revenues were $4.1 million in separately identified fuel surcharges during the fourth quarter 2024, compared to $5.6 million in fuel surcharges one year earlier. On a year-over-year basis, load volumes declined 17.0%; however, the average operating revenue per load, excluding fuel surcharges, increased 30.5%, which was driven primarily by our specialty, heavy-haul wind business. Income from operations in the fourth quarter 2024 was $5.8 million compared to $2.5 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for the fourth quarter 2024 was 6.9% compared to 3.3% during the same period last year.

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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 3, 2025 and is expected to be paid on April 1, 2025.

Other Matters

As of December 31, 2024, Universal held cash and cash equivalents totaling $19.4 million and $11.6 million in marketable securities. Outstanding debt at the end of the fourth quarter 2024 was $762.6 million and capital expenditures totaled $37.4 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 7, 2025
Call Toll Free:	(800) 836-8184
International Dial-in:	+1 (646) 357-8785

A replay of the conference call will be available through February 14, 2025, by calling (888) 660-6345 (toll free) or +1 (646) 517-4150 (toll) and using encore replay code 40331#. 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 whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including value-added, dedicated, intermodal and trucking services. In this press release, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries.

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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,” “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.

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

 

		Thirteen Weeks Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Operating revenues:
Truckload services		$	61,850			$	46,015			$	234,397			$	213,874
Brokerage services			25,545				58,132				181,259				244,024
Intermodal services			70,379				85,426				300,721				374,667
Dedicated services			77,821				85,541				344,210				343,543
Value-added services			229,536				115,806				785,448				486,031
Total operating revenues			465,131				390,920				1,846,035				1,662,139
Operating expenses:
Purchased transportation and equipment rent			100,320				127,779				482,948				571,213
Direct personnel and related benefits			174,871				130,775				583,251				542,779
Operating supplies and expenses			78,644				40,643				295,558				170,994
Commission expense			4,800				7,221				27,285				31,370
Occupancy expense			12,020				11,195				44,209				44,301
General and administrative			14,081				12,872				55,323				51,839
Insurance and claims			5,719				6,368				26,441				27,163
Depreciation and amortization			36,393				19,975				124,188				77,036
Impairment expense			—				—				3,720				—
Total operating expenses			426,848				356,828				1,642,923				1,516,695
Income from operations			38,283				34,092				203,112				145,444
Interest expense, net			(9,828	)			(6,163	)			(30,207	)			(22,753	)
Other non-operating income (expense)			(1,171	)			722				837				1,608
Income before income taxes			27,284				28,651				173,742				124,299
Provision for income taxes			7,109				7,239				43,835				31,398
Net income		$	20,175			$	21,412			$	129,907			$	92,901
Earnings per common share:
Basic		$	0.77			$	0.81			$	4.94			$	3.53
Diluted		$	0.77			$	0.81			$	4.93			$	3.53
Weighted average number of common shares outstanding:
Basic			26,318				26,284				26,315				26,284
Diluted			26,358				26,301				26,348				26,308
Dividends declared per common share:		$	0.105			$	0.105			$	0.420			$	0.420

 

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

 

		December 31, 2024				December 31, 2023
Assets
Cash and cash equivalents		$	19,351			$	12,511
Marketable securities			11,590				10,772
Accounts receivable - net			293,646				287,947
Other current assets			85,226				54,243
Total current assets			409,813				365,473
Property and equipment - net			742,366				561,088
Other long-term assets - net			635,553				326,962
Total assets		$	1,787,732			$	1,253,523
Liabilities and shareholders' equity
Current liabilities, excluding current maturities of debt		$	215,756			$	189,727
Debt - net			759,085				381,924
Other long-term liabilities			165,868				149,674
Total liabilities			1,140,709				721,325
Total shareholders' equity			647,023				532,198
Total liabilities and shareholders' equity		$	1,787,732			$	1,253,523

 

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

 

		Thirteen Weeks Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Contract Logistics Segment:
Average number of value-added direct employees			7,337				5,582				5,809				5,521
Average number of value-added full-time equivalents			57				205				88				450
Number of active value-added programs			90				71				90				71
Intermodal Segment:
Number of loads (a)			100,457				118,553				417,790				473,569
Average operating revenue per load, excluding fuel surcharges (a)		$	537			$	549			$	554			$	563
Average number of tractors			1,451				1,830				1,585				2,034
Number of depots			8				9				8				9
Trucking Segment:
Number of loads			36,068				43,468				155,288				178,036
Average operating revenue per load, excluding fuel surcharges		$	2,183			$	1,673			$	1,993			$	1,738
Average number of tractors			699				828				767				877
Average length of haul			394				399				334				390

(a) Excludes operating data from freight forwarding division in order to improve the relevance of the statistical data related to our intermodal segment and improve the comparability to our peer companies.

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UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

(Dollars in thousands)

 

		Thirteen Weeks Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Operating Revenues by Segment:
Contract logistics		$	307,357			$	201,347			$	1,129,658			$	829,574
Intermodal			73,095				86,874				308,744				382,610
Trucking			83,840				75,168				331,982				333,211
Other			839				27,531				75,651				116,744
Total		$	465,131			$	390,920			$	1,846,035			$	1,662,139
Income from Operations by Segment:
Contract logistics		$	39,094			$	32,079			$	219,084			$	127,752
Intermodal			(9,683	)			(964	)			(27,741	)			1,604
Trucking			5,788				2,488				20,963				17,258
Other			3,084				489				(9,194	)			(1,170	)
Total		$	38,283			$	34,092			$	203,112			$	145,444

 

 

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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:

		Thirteen Weeks Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
		( in thousands)								( in thousands)
EBITDA
Net income		$	20,175			$	21,412			$	129,907			$	92,901
Income tax expense			7,109				7,239				43,835				31,398
Interest expense, net			9,828				6,163				30,207				22,753
Depreciation			29,198				16,844				102,688				64,365
Amortization			7,195				3,131				21,500				12,671
EBITDA		$	73,505			$	54,789			$	328,137			$	224,088
EBITDA margin (a)			15.8	%			14.0	%			17.8	%			13.5	%

(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.

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v3.25.0.1

Document And Entity Information	Feb. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2025
Entity Registrant Name	Universal Logistics Holdings, Inc.
Entity Central Index Key	0001308208
Entity Emerging Growth Company	false
Securities Act 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

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