UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 0-51142
UNIVERSAL LOGISTICS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
38-3640097
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
12755 E. Nine Mile Road
Warren, Michigan 48089
(Address, including Zip Code of Principal Executive Offices)
(586) 920-0100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, no par value, outstanding as of May 4, 2026, was 26,369,691.
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Unaudited Consolidated Balance Sheets
(In thousands, except share data)
April 4, 2026
December 31,2025
Assets
Current assets:
Cash and cash equivalents
$
17,922
26,846
Marketable securities
—
10,351
Accounts receivable – net of allowance for credit losses of $3,890 and $3,908, respectively
257,405
261,337
Contract receivable
29,026
Other receivables
27,488
28,440
Prepaid expenses and other
26,735
25,811
Due from affiliates
647
1,031
Total current assets
359,223
382,842
Property and equipment – net of accumulated depreciation of $488,559 and $467,488, respectively
796,109
819,495
Operating lease right-of-use asset
176,541
169,362
Goodwill
105,618
Intangible assets – net of accumulated amortization of $83,142 and $80,304, respectively
105,774
108,613
Contract receivable, net of current portion
177,922
182,580
Deferred income taxes
1,092
Other assets
1,969
2,386
Total assets
1,724,248
1,771,988
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
51,986
61,053
Current portion of long-term debt
115,975
114,850
Current portion of operating lease liabilities
30,557
29,376
Accrued expenses and other current liabilities
58,184
59,475
Insurance and claims
29,161
28,130
Due to affiliates
24,850
17,160
Income taxes payable
6,884
8,050
Total current liabilities
317,597
318,094
Long-term liabilities:
Long-term debt, net of current portion
634,326
682,721
Operating lease liabilities, net of current portion
149,793
144,425
82,410
82,398
Other long-term liabilities
1,535
3,995
Total long-term liabilities
868,064
913,539
Stockholders' equity:
Common stock, no par value. Authorized 100,000,000 shares; 26,375,770 and26,336,137 shares issued; 26,369,691 and 26,330,058 shares outstanding, respectively
26,376
26,336
Paid-in capital
6,371
5,457
Treasury stock, at cost; 6,079 shares
(192
)
Retained earnings
505,807
512,088
Accumulated other comprehensive (loss):
Interest rate swaps, net of income taxes of $114 and $96, respectively
356
245
Foreign currency translation adjustments
(131
(3,579
Total stockholders’ equity
538,587
540,355
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
2
Unaudited Consolidated Statements of Income
(In thousands, except per share data)
Thirteen Weeks Ended
March 29, 2025
Operating revenues:
Truckload services
33,977
37,778
Brokerage services
16,753
20,265
Intermodal services
47,312
68,455
Dedicated services
84,118
85,007
Value-added services
185,415
170,885
Total operating revenues
367,575
382,390
Operating expenses:
Purchased transportation and equipment rent
60,678
79,743
Direct personnel and related benefits
176,203
164,501
Operating supplies and expenses
48,327
51,312
Commission expense
4,186
4,255
Occupancy expense
15,559
11,253
General and administrative
14,604
13,193
7,598
6,965
Depreciation and amortization
35,643
35,488
Total operating expenses
362,798
366,710
Income from operations
4,777
15,680
Interest income
2,623
2,928
Interest expense
(12,329
(11,152
Other non-operating income
295
578
(Loss) income before income taxes
(4,634
8,034
Income tax (benefit) expense
(1,123
2,020
Net (loss) income
(3,511
6,014
Earnings per common share:
Basic
(0.13
0.23
Diluted
Weighted average number of common shares outstanding:
26,353
26,320
26,346
Dividends declared per common share
0.105
3
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive income (loss):
Unrealized changes in fair value of interest rate swaps, net of income taxes of $17 and $(158), respectively
111
(419
3,448
(3,837
Total other comprehensive income (loss)
3,559
(4,256
Total comprehensive income
48
1,758
4
Unaudited Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Noncash lease expense
7,205
7,924
Gain on marketable equity securities
(286
(537
(Gain) loss on disposal of property and equipment
(465
16
Amortization of debt issuance costs
312
241
Stock-based compensation
954
385
Provision for credit losses
32
(256
13
(2,400
Change in assets and liabilities:
Trade and other accounts receivable
2,677
35,505
Contract receivable, prepaid expenses and other assets
4,678
(5,522
Principal reduction in operating lease liabilities
(12,428
(8,251
Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities
(7,036
18,061
Due to/from affiliates, net
8,074
1,227
(2,460
(3,587
Net cash provided by operating activities
33,402
84,308
Cash flows from investing activities:
Capital expenditures
(9,569
(52,573
Proceeds from the sale of property and equipment
910
940
Proceeds from the sale of marketable securities
10,637
138
Net cash provided by (used in) investing activities
1,978
(51,495
Cash flows from financing activities:
Proceeds from borrowing - revolving debt
107,914
129,844
Repayments of debt - revolving debt
(111,416
(115,301
Proceeds from borrowing - term debt
3,275
5,284
Repayments of debt - term debt
(47,355
(42,420
Dividends paid
(2,770
(2,764
Net cash used in financing activities
(50,352
(25,357
Effect of exchange rate changes on cash and cash equivalents
6,048
(6,205
Net (decrease) increase in cash
(8,924
1,251
Cash and cash equivalents – beginning of period
19,351
Cash and cash equivalents – end of period
20,602
Supplemental cash flow information:
Cash paid for interest
12,596
8,978
Cash paid for income taxes
517
541
Non-cash operating and financing activities:
During the thirteen-week period ended March 29, 2025, the Company had non-cash activities resulting from the $2.8 million of declared dividends that were unpaid as of the end of the period.
5
Unaudited Consolidated Statements of Stockholders’ Equity
Common stock
Treasury stock
Accumulatedothercomprehensiveincome (loss)
Total
Balances – December 31, 2024
5,016
(107
623,018
(7,224
647,023
Net income
Comprehensive loss
Dividends ($0.105 per share)
Stock based compensation
372
Balances – March 29, 2025
26,333
5,388
626,268
(11,480
646,402
Balances – December 31, 2025
(3,334
Net loss
Comprehensive income
40
914
Balances – April 4, 2026
225
6
Notes to Unaudited Consolidated Financial Statements
The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly owned subsidiaries (“Universal”) have been prepared by the Company’s management. In these notes, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates, and operating results for the thirteen weeks ended April 4, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks. There were no material changes in significant accounting policies from those described in the Form 10-K, other than as otherwise disclosed in these notes to unaudited consolidated financial statements.
The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended April 4, 2026. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or stockholders’ equity as previously reported.
During the first quarter of 2026, the Company identified certain triggering events related to a component of the contract logistics reporting segment. In accordance with FASB Accounting Standards Codification (“ASC”) 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant, and Equipment, the Company evaluated certain indefinite and long lived tangible and intangible assets for impairment. The results of those procedures concluded that no impairments were present.
Current Economic Conditions
The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including softness in freight demand, continuing weakness in certain industrial and automotive end markets, labor availability and wage pressures, elevated interest rates and borrowing costs, and volatility in fuel, insurance, equipment and maintenance costs These factors may adversely affect customer demand, operating margins, capital expenditures, asset utilization, liquidity and the valuation of certain long-lived assets. Actual results could differ materially from the Company’s estimates and assumptions.
In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The update provides a practical expedient that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets when estimating expected credit losses. The Company adopted ASU 2025‑05 effective January 1, 2026 and elected the practical expedient. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions. In addition, the ASU requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses, among other disclosure requirements. This ASU is effective for annual periods beginning in 2027, and for interim periods beginning January 1, 2028. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. Since the impact is expected to be limited to expanded disclosures, management does not expect the standard to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
7
Notes to Unaudited Consolidated Financial Statements - Continued
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company generates revenue primarily from truckload, brokerage, intermodal, dedicated, and value-added logistics services, which are reported separately in the Consolidated Statements of Income.
Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries.
To complement our available capacity, we also provide customers with freight brokerage services by utilizing third-party transportation providers to move freight.
Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer.
Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area.
We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue.
Value-added services, which are typically dedicated to individual customer requirements, include lift services, material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing, returnable container management and specialty project development. Value-added revenues are substantially driven by the level of demand for outsourced logistics services and specialty project needs. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries.
Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components.
During each of the thirteen week periods ended April 4, 2026 and March 29, 2025, two original equipment manufacturers in the automotive industry accounted for approximately 31% of our total operating revenues.
In 2024, the Company completed a specialty project development arrangement for a customer that was accounted for as a single performance obligation. The Company has a related contract receivable with amounts payable in 120 equal monthly installments, including interest. During the thirteen-week periods ended April 4, 2026 and March 29, 2025, the Company recorded interest income of $2.6 million and $2.9 million, respectively. As of April 4, 2026, the remaining impact of this arrangement relates primarily to the collection of the related contract receivable and associated interest income.
8
During the first quarter of 2026, the Company sold its remaining marketable securities portfolio. Historically, marketable equity securities were carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities was determined based on quoted market prices in active markets, as described in Note 9.
The following table sets forth market value, cost basis, and unrealized gains on equity securities (in thousands):
Fair value
Cost basis
5,335
Unrealized gain
The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):
Gross unrealized gains
5,259
Gross unrealized losses
(243
Net unrealized gains
The following table sets forth the Company's net realized gains (losses) on marketable securities (in thousands):
Realized gain
Sale proceeds
Basis of securities sold
119
286
19
Realized gain, net of taxes
217
14
During the thirteen-week period ended March 29, 2025, the Company recognized a net unrealized pre-tax gain of approximately $518,000 on its marketable equity securities portfolio, which was recorded in other non-operating income.
The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Following is a summary of the activity in the allowance for credit losses during the thirteen weeks ended April 4, 2026 and March 29, 2025(in thousands):
Balance at beginning of year
3,908
7,806
Provision (reversals) for credit losses
Uncollectible accounts written off
(50
(1,478
Balance at end of period
3,890
6,072
9
Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis.
At April 4, 2026 and December 31, 2025, inventory consists of the following (in thousands):
Finished goods
7,651
8,451
Raw materials and supplies
1,346
1,442
8,997
9,893
Accrued expenses and other current liabilities are comprised of the following (in thousands):
Accrued payroll
25,502
28,587
Accrued payroll taxes
4,844
1,877
Driver escrow liabilities
1,745
2,769
Legal settlements and claims
300
2,900
Commissions, other taxes and other
25,793
23,342
Debt is comprised of the following (in thousands):
Interest Ratesat April 4, 2026
Outstanding Debt:
Revolving Credit Facility (1)
5.51%
213,878
217,380
CTL Financing (2)
189,352
193,324
Equipment Financing (3)
2.50% to 7.31%
268,904
286,317
Real Estate Facility (4)
5.78%
82,566
105,260
Unamortized debt issuance costs
(4,399
(4,710
750,301
797,571
Less current portion of long-term debt
Total long-term debt, net of current portion
(1) Our Revolving Credit Facility provides us with a revolving credit commitment of up to $500 million. We may borrow under the Revolving Credit Facility until maturity on September 30, 2027, and this indebtedness bears interest at index-adjusted SOFR, or a base rate, plus an applicable margin based on the Company’s leverage ratio. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At April 4, 2026, we were in compliance with all covenants under the facility, and $286.1 million was available for borrowing on the revolver.
10
(2) In October 2025, we completed a credit tenant lease (“CTL”) financing transaction by issuing a senior secured promissory note in the principal amount of $195.9 million. We used the net proceeds of the CTL financing to repay existing indebtedness. The note bears interest at a fixed rate of 6.84% per annum and matures on November 15, 2034. The note is secured primarily by our interests under a long-term composite sublease agreement. The CTL debt is generally non-recourse to the Company and its subsidiaries, except for customary limited-recourse obligations under indemnity and guaranty agreements relating to environmental matters, lease-term compliance, and certain representations, warranties, and covenants. At April 4, 2026, we were in compliance with all covenants under the note.
(3) Our Equipment Financing consists of a series of promissory notes issued by wholly owned subsidiaries. The equipment notes are secured by liens on specific titled vehicles and operating equipment. The notes are generally payable in monthly installments over terms of approximately 60 months and bear interest at fixed rates ranging from 2.50% to 7.31%. One equipment note is payable over a 72-month term and bears interest at Term SOFR plus an applicable margin of 2.25%.
(4) Our Real Estate Facility consists of a $165.4 million term loan that matures on April 29, 2032. Obligations under the facility are secured by first-priority mortgages on specified parcels of real estate owned by the Company, including related land, buildings and improvements, together with first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, including financial covenants relating to leverage and fixed charge coverage. Principal and interest are payable monthly based on an annual amortization rate of 10%. The facility bears interest at Term SOFR plus an applicable margin of 2.12%. At April 4, 2026, we were in compliance with all covenants under the facility.
The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88%. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $60.8 million. At April 4, 2026, the fair value of the swap agreement was an asset of $0.5 million, which is included in other assets on the Consolidated Balance Sheets. Because the swap agreement qualifies for hedge accounting, changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 9 for additional information pertaining to interest rate swaps.
ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows.
11
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis at April 4, 2026 and December 31, 2025 (in thousands):
Level 1
Level 2
Level 3
Fair Value Measurement
Interest rate swap
470
Cash equivalents
341
10,355
10,696
The valuation techniques used to measure fair value for the items in the tables above are as follows:
The carrying amount of our receivables, prepaid expenses, other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to their short maturities.
The Company’s Revolving Credit Facility, Real Estate Facility and one equipment note bear interest at variable rates and are categorized as Level 2 liabilities. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates.
The fair values of the Company’s fixed-rate equipment promissory notes and CTL financing are estimated using discounted cash flow analyses based on current incremental borrowing rates for similar borrowing arrangements and are categorized as Level 2 liabilities.
The carrying value and estimated fair value of these promissory notes at April 4, 2026 and December 31, 2025 is summarized as follows:
Carrying Value
Estimated FairValue
Equipment promissory notes
255,971
257,508
272,726
274,363
CTL promissory note
187,873
193,792
The Company has not elected the fair value option for any of its financial instruments.
12
As of April 4, 2026, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, we use uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate.
Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of April 4, 2026, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.
Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts.
The following table summarizes lease costs for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):
Thirteen Weeks Ended April 4, 2026
With Affiliates
With Third Parties
Lease cost
Operating lease cost
7,482
5,881
13,363
Short-term lease cost
349
72
421
Variable lease cost
236
1,315
1,551
Total lease cost
8,067
7,268
15,335
Thirteen Weeks Ended March 29, 2025
2,732
6,578
9,310
211
3,882
4,093
188
1,515
1,703
3,131
11,975
15,106
The following table summarizes other lease related information as of and for the thirteen week periods ended April 4, 2026 and March 29, 2025 (in thousands):
WithAffiliates
With ThirdParties
Other information
Cash paid for amounts included in the measurement of operating leases
6,605
5,792
12,397
Right-of-use assets obtained in exchange for new operating lease liabilities
3,478
Weighted-average remaining lease term (in years)
8.5
3.2
7.5
Weighted-average discount rate
11.4
%
6.2
10.4
2,748
6,836
9,584
30,620
30,660
6.9
2.8
4.7
6.6
6.1
6.4
Future minimum lease payments under these operating leases as of April 4, 2026 are as follows (in thousands):
2026 (remaining)
19,127
16,785
35,912
2027
24,329
16,765
41,094
2028
24,927
8,173
33,100
2029
25,058
4,324
29,382
2030
25,632
1,373
27,005
Thereafter
97,418
855
98,273
Total required lease payments
216,491
48,275
264,766
Less amounts representing interest
(84,416
Present value of lease liabilities
180,350
Matthew T. Moroun is Chair of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun has investment authority over the shares held by such trusts and has the power to appoint and remove the special trustee. Frederick P. Calderone, a member of our Board, serves as special trustee of such trusts and exercises voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax and IT infrastructure services. The Audit Committee of our Board reviews and approves related-party transactions. The cost of these services is based on the actual or estimated utilization of the specific service.
We also purchase other services from affiliates. The following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):
Insurance
27,380
23,067
Real estate rent and related costs
8,386
3,886
Administrative support services
2,469
2,001
Truck fuel, maintenance and other operating costs
1,448
1,553
Contracted transportation services
1
39,691
30,508
We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliates’ trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased.
We lease 28 facilities from related parties. Our occupancy is based on either month-to-month or contractual multi-year lease arrangements that are billed and paid monthly. Leasing properties from related parties affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 10, “Leases,” for further information regarding the cost of leased properties.
We also purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an affiliated insurance company. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At April 4, 2026 and December 31, 2025, there were $18.7 million and $18.0 million, respectively, included in each of these accounts for insured claims.
Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At April 4, 2026 and December 31, 2025, amounts due to affiliates were $24.9 million and $17.2 million, respectively.
During the thirteen weeks ended March 29, 2025, we contracted with an affiliate to provide real property improvements totaling $4.4 million. There were no such purchases made during the thirteen weeks ended April 4, 2026.
15
Services provided by Universal to Affiliates
We periodically provide transportation, logistics and facility-related services to companies affiliated with our controlling stockholder in connection with their customer contracts, purchase orders and operational needs. Certain truck fueling and administrative costs are netted against the related affiliate revenues in operating expense.
The following table summarizes services provided to affiliates for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):
607
118
Facilities and related support
56
643
663
761
At April 4, 2026 and December 31, 2025, amounts due from affiliates were $0.7 million and $1.0 million, respectively.
The following table summarizes the status of our non-vested shares and related information for the period indicated:
Shares
WeightedAverage GrantDate Fair Value
Non-vested at January 1, 2026
98,056
25.21
Granted
39,907
18.92
Vested
(39,633
24.07
Forfeited
Balance at April 4, 2026
98,330
23.12
In the thirteen week periods ended April 4, 2026 and March 29, 2025, the total grant date fair value of vested shares recognized as compensation costs was $1.0 million and $0.4 million, respectively. As of April 4, 2026, there was approximately $2.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize stock-based compensation expense of $1.0 million in 2027, $0.7 million in 2028, $0.4 million in 2029 and $0.2 million in 2030.
Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the thirteen weeks ended April 4, 2026 and March 29, 2025, there were zero and 26,221 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.
In thirteen weeks ended April 4, 2026, 98,330 were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No such shares were excluded from the calculation of diluted earnings per share for the thirteen weeks ended March 29, 2025.
On March 13, 2026, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock, payable to stockholders of record at the close of business on March 23, 2026 and was paid on April 3, 2026. Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.
Income tax (benefit) expense for the thirteen weeks ended April 4, 2026 and March 29, 2025 was $(1.1) million and $2.0 million representing an effective tax rate of 24.2% and 25.1%, respectively. The effective tax rate is primarily driven by U.S. state income tax partially offset by income/(losses) earned in foreign jurisdictions with a statutory rate different that the United States.
We report our financial results in three reportable segments: contract logistics, intermodal and trucking. These segments are based primarily on the services provided by each segment and reflect the manner in which management evaluates the Company’s operations, including the economic characteristics and applicable aggregation criteria of the underlying businesses.
Our contract logistics segment includes value-added and dedicated transportation services that support inbound logistics to industrial customers and major retailers, generally pursuant to contracts with terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers. Our trucking segment is associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers. Other non-reportable segments include subsidiaries that provide administrative and support services to other Company subsidiaries.
The Company’s President and Chief Executive Officer serves as the chief operating decision maker (“CODM”). The CODM evaluates segment performance primarily based on income from operations and reviews segment results against internal budgets, forecasts and prior period performance. The CODM also regularly reviews significant segment expense categories, including purchased transportation and equipment rent, direct personnel and related benefits, operating supplies and expenses, commission expense, occupancy expense, depreciation and amortization, and other segment expenses. Separate balance sheet information is not regularly provided to the CODM.
The following tables summarize financial information about our reportable segments for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):
Contract Logistics
Intermodal
Trucking
Other (2)
Total operating revenues (1)
269,533
47,854
50,188
922
17,630
37,899
4,227
158,964
15,421
1,818
39,143
9,488
1,545
(1,849
670
3,516
11,276
5,856
60
(1,633
22,323
5,028
2,882
5,410
Other segment expenses (3)
19,433
6,876
1,902
(6,009
22,202
252,061
60,969
49,622
146
17,472
(13,115
566
(146
(1) Total operating revenues are presented net of intersegment revenues eliminated in consolidation. Intersegment revenues eliminated in consolidation were $0.5 million in contract logistics, $1.0 million in intermodal and $0.1 million in trucking.
(2) Credits within other non-reportable include allocations and eliminations to the other reportable segments.
(3) Other segment expenses include general and administrative expense, insurance and claims, and other corporate allocations to reportable segments.
17
255,892
70,697
55,582
219
3,401
32,996
41,044
2,302
145,021
17,952
1,528
41,249
10,037
2,460
(2,434
583
3,656
7,119
4,762
37
(665
20,723
7,223
2,206
5,336
14,504
7,853
2,461
(4,660
20,158
232,033
81,406
53,392
(121
23,859
(10,709
2,190
340
(1) Total operating revenues are presented net of intersegment revenues eliminated in consolidation. Intersegment revenues eliminated in consolidation were $0.1 million in contract logistics, $1.1 million in intermodal and $0.0 million in trucking.
Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.
The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. The Company records accruals for claims within its self-insured retention amounts when losses are probable and reasonably estimable. Based on the facts currently known and, in certain cases, the opinions of outside counsel, management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, if the Company experiences claims that are not covered by insurance, exceed policy limits or exceed estimated reserves, it could increase the volatility of earnings and adversely affect the Company’s financial condition, results of operations or cash flows.
At April 4, 2026, approximately 37% of our employees were subject to collective bargaining agreements that are renegotiated periodically, approximately 26% of which are subject to contracts that expire in 2026. While the Company expects to negotiate successor agreements in the ordinary course of business, there can be no assurance that such negotiations will be completed without increased labor costs, work stoppages or other disruptions that could adversely affect the Company’s operations, financial condition or results of operations.
On May 1, 2026, our Board of Directors declared a cash dividend of $0.105 per share of common stock, payable on July 1, 2026 to stockholders of record at the close of business on June 1, 2026. Declaration of future cash dividends is subject to final determination by the Board each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events, future financial performance, anticipated demand for our services, expected operating results, future capital expenditures, liquidity, financing arrangements, market conditions, business strategies and other matters that are not historical facts. In some cases, forward-looking statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions.
These forward-looking statements are based on management’s current beliefs, expectations and assumptions regarding future events and are subject to risks, uncertainties and other factors, many of which are beyond our control. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include, among others, changes in freight demand, customer activity levels, automotive and industrial production, labor availability and costs, fuel prices, insurance costs, interest rates, capital expenditures, the availability of qualified owner-operators and drivers, the impact of inflationary pressures, the strength of the U.S. economy, the timing and success of cost reduction initiatives, changes in laws and regulations, cybersecurity risks, supply chain disruptions, and the other risks described in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Overview
Universal Logistics Holdings, Inc. is a holding company whose subsidiaries provide customized transportation and logistics solutions throughout the United States and in Mexico and Canada. On May 1, 2025, we completed a reincorporation from Michigan to Nevada pursuant to a statutory conversion approved by our stockholders. Through our operating subsidiaries, we provide an integrated portfolio of transportation and logistics services designed to support customers throughout their supply chains, including value-added, dedicated, intermodal and trucking services.
Our operating subsidiaries provide a comprehensive suite of transportation and logistics solutions that allow our customers to reduce costs and manage their supply chains more efficiently. We market our services through a direct sales and marketing network focused on large customers in specific industry sectors, through company-managed facilities, and through a contract network of agents who solicit freight business directly from shippers. Our business model is designed to provide flexibility in managing purchased transportation, labor and equipment costs and to allow us to respond quickly to changes in customer demand and shipping volumes.
We generate substantially all of our revenues from fees charged to customers for transportation services and customized logistics solutions. We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management, storage and other related services.
Operations in our intermodal and trucking segments are generally associated with individual freight shipments coordinated by our agents and company-managed terminals. In contrast, our contract logistics segment provides value-added services and dedicated transportation solutions to specific customers, generally pursuant to contracts with terms of one year or longer. As a result, our contract logistics segment generally provides greater visibility into volumes and pricing, while our intermodal and trucking segments are more directly affected by spot market conditions, customer shipping patterns and general freight demand. Our segments are also distinguished by the extent to which we dedicate personnel, equipment and other resources to support customer-specific requirements.
During the first quarter of 2026, we continued to operate in a challenging environment in certain parts of our business, particularly in intermodal and certain industrial and automotive end markets. Freight demand remained uneven, customer activity levels remained below historical levels in certain markets, and elevated labor, insurance, equipment, maintenance and borrowing costs continued to pressure margins.
The following discussion of our financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 and the unaudited Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q.
We continue to operate in an uncertain macroeconomic environment. Freight demand remains uneven across many end markets, particularly in certain industrial, automotive and consumer-related sectors. Production levels and shipping volumes in certain automotive and heavy industrial markets have remained below historical levels, which has negatively affected demand for portions of our contract logistics, intermodal and trucking services.
In addition, we continue to experience elevated costs for labor, employee benefits, insurance, equipment, maintenance, fuel and interest expense. While we seek to mitigate these pressures through pricing initiatives, productivity improvements, cost controls and customer contract renewals, there can be no assurance that such actions will fully offset increased costs or reductions in shipping volumes.
New or increased tariffs on imported goods, trade restrictions, geopolitical instability, supply chain disruptions or other macroeconomic developments could adversely affect shipping volumes, customer demand and overall freight activity. These factors could negatively affect our revenues, profitability, cash flows and financial condition.
Despite these challenges, we believe that cash generated from operations, available cash balances and borrowing capacity under our revolving credit facility and other financing arrangements will be sufficient to fund working capital needs, planned capital expenditures and debt service requirements over the next twelve months. However, our future liquidity, financial condition and results of operations will depend on a number of factors beyond our control, including freight demand, customer shipping patterns, pricing, labor availability, interest rates and broader economic conditions.
Operating Revenues
For financial reporting purposes, we group our services into five primary categories: truckload, brokerage, intermodal, dedicated, and value-added logistics services. Truckload, brokerage and intermodal services are generally associated with individual freight shipments coordinated by our agents and company-managed terminals, while dedicated and value-added services are typically provided pursuant to customer-specific arrangements, generally under contracts with terms of one year or longer.
Truckload includes dry van, flatbed, heavy-haul and refrigerated transportation. Brokerage is provided through third-party transportation providers. Intermodal includes rail-truck, steamship-truck and related drayage support services. Dedicated consists generally of short-run or round-trip transportation services provided to specific customers within defined geographic areas. Value-added services include material handling, sequencing, warehousing, returnable container management, specialty project development and other customer-specific logistics solutions.
The following table sets forth operating revenues from each of these service categories for the thirteen weeks ended April 4, 2026 and March 29, 2025, expressed as a percentage of total operating revenues.
9.2
9.9
4.6
5.3
12.9
17.9
22.9
22.2
50.4
44.7
100.0
20
Results of Operations
The following table sets forth selected items derived from our consolidated statements of income for the thirteen weeks ended April 4, 2026 and March 29, 2025, expressed as a percentage of total operating revenues. The period-to-period discussion that follows should be read together with the table and focuses on the primary drivers of changes in revenues, operating expenses and profitability.
During the first quarter of 2026, lower freight demand, softer automotive production and continued cost pressures in labor adversely affected our operating margins.
Percent Change in Dollar Amount
(Dollars in millions)
Operating revenues
(3.9
)%
16.5
20.9
(23.9
47.9
43.0
7.1
13.1
13.4
(5.8
1.1
(1.6
4.2
2.9
38.3
4.0
3.5
10.7
2.1
1.8
9.1
9.7
9.3
0.4
98.7
95.9
(1.1
1.3
4.1
(69.5
Interest expense, net
(9,706
(2.7
(8,224
(2.2
18.0
0.1
0.2
(49.0
Income (loss) before income taxes
(1.3
(157.7
Income tax expense (benefit)
(0.3
0.5
(155.6
Net income (loss)
-1.0
1.6
(158.4
Operating revenues decreased by $14.8 million, or 3.9%, to $367.6 million for the thirteen weeks ended April 4, 2026, from $382.4 million for the thirteen weeks ended March 29, 2025. The decrease was primarily attributable to lower freight demand in our intermodal and trucking segments, continued softness in certain industrial and automotive end markets, and lower fuel surcharge revenue. The decrease was partially offset by an increase in our contract logistics segment, primarily driven by an increase in our revenue from value-added programs.
Included in operating revenues for the thirteen weeks ended April 4, 2026, were separately identified fuel surcharges of $18.4 million, compared to $20.9 million in the prior year period.
Purchased Transportation and Equipment Rent
Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and third-party capacity providers. Purchased transportation and equipment rent was $60.7 million for the thirteen weeks ended April 4, 2026, compared to $79.7 million in the prior year period. The decrease was primarily attributable to lower transactional transportation volumes and a decrease in the mix of owner-operators versus employee drivers in certain intermodal operations.
Direct Personnel and Related Benefits
Direct personnel and related benefits expense was $176.2 million for the thirteen weeks ended April 4, 2026, compared to $164.5 million in the prior year period. Trends in direct personnel and related benefits are generally correlated with operating facility requirements, headcount levels and labor utilization in our contract logistics segment, including value-added services and dedicated transportation, as well as the use of employee drivers in certain intermodal operations. The increase in the current year period was primarily attributable to certain new contract logistics programs.
21
Operating Supplies and Expenses
Operating supplies and expenses include items such as fuel, maintenance, utilities, communications, equipment repairs, cost of materials and other operating costs. Operating supplies and expenses were $48.3 million for the thirteen weeks ended April 4, 2026, compared to $51.3 million in the prior year period. The decrease was primarily attributable to a decrease in maintenance and professional fees.
Commission Expense
Commission expense was $4.2 million for the thirteen weeks ended April 4, 2026, compared to $4.3 million in the prior year period. The change was primarily attributable to decreases in revenue generated through our agent-based trucking operations.
Occupancy Expense
Occupancy expense was $15.6 million for the thirteen weeks ended April 4, 2026, compared to $11.3 million in the prior year period. The change was primarily attributable to additional properties being leased.
General and Administrative Expense
General and administrative expense was $14.6 million for the thirteen weeks ended April 4, 2026, compared to $13.2 million in the prior year period. The change was primarily attributable to increases in salaries, wages and benefits.
Insurance and Claims Expense
Insurance and claims expense was $7.6 million for the thirteen weeks ended April 4, 2026, compared to $7.0 million in the prior year period. The change was primarily attributable to an increase in auto liability insurance premiums and claims expense.
Depreciation and Amortization
Depreciation and amortization expense was $35.6 million for the thirteen weeks ended April 4, 2026, compared to $35.5 million in the prior year period. Depreciation expense increased $2.8 million and amortization expense decreased $2.7 million. The increase in depreciation expense is primarily attributable to incremental fixed asset additions. The decrease in amortization is due to the previous impairment of certain customer-relationship intangible assets in our intermodal segment in the third quarter of 2025.
Interest Expense, Net
Net interest expense was $9.7 million for the thirteen weeks ended April 4, 2026, compared to $8.2 million in the prior year period. The change reflects increases in average borrowings outstanding as well as an increase in average interest rates on our outstanding borrowings. As of April 4, 2026, total outstanding borrowings were approximately $754.7 million, compared to $740.0 million as of March 29, 2025.
Other Non-Operating Income
Other non-operating income was $0.3 million for the thirteen weeks ended April 4, 2026, compared to $0.6 million in the prior year period. The decrease can be attributed to a decrease in dividends and gains on marketable equity securities.
Income Tax (Benefit) Expense
During the thirteen weeks ended April 4, 2026, we had an income tax benefit of $(1.1) million, compared to income tax expense of $2.0 million in the prior year period. The change is primarily attributed to a decrease in pre-tax income. Our effective income tax rate was 24.2% for the thirteen weeks ended April 4, 2026, compared to 25.1% in the prior year period.
22
Segment Financial Results
We report our financial results in three reportable segments: contract logistics, intermodal and trucking. This presentation reflects the manner in which management evaluates the business, including the economic characteristics and operating performance of each segment. The following tables summarize information about our reportable segments for the thirteen weeks ended April 4, 2026 and March 29, 2025 (in thousands):
Contract logistics
Other
Income from Operations
Total income from operations
Operating revenues in our contract logistics segment were $269.5 million for the thirteen weeks ended April 4, 2026, compared to $255.9 million in the prior year period. The change was primarily attributable to certain new value-added programs and increases in certain existing value-added program volumes. Included in contract logistics segment revenues for the thirteen weeks ended April 4, 2026, were separately identified fuel surcharges from dedicated transportation services of $7.9 million, compared to $8.6 million in the prior year period.
Income from operations in the contract logistics segment was $17.5 million for the thirteen weeks ended April 4, 2026, compared to $23.9 million in the prior year period. Operating margin in the contract logistics segment was 6.5% for the current year period, compared to 9.3% in the prior year period. The change in operating margin was primarily attributable to an increase in labor costs.
Operating revenues in our intermodal segment were $47.9 million for the thirteen weeks ended April 4, 2026, compared to $70.7 million in the prior year period. The change was primarily attributable to decreases in load volumes and average operating revenue per load. Included in intermodal segment revenues for the thirteen weeks ended April 4, 2026, were separately identified fuel surcharges of $5.4 million, compared to $8.2 million in the prior year period. Intermodal segment revenues also included detention, demurrage and storage charges of $7.2 million, compared to $8.1 million in the prior year period.
The loss from operations in the intermodal segment was $(13.1) million for the thirteen weeks ended April 4, 2026, compared to $(10.7) million in the prior year period. Operating margin in the intermodal segment was (27.4)% for the current year period, compared to (15.1)% in the prior year period.
Operating revenues in our trucking segment were $50.2 million for the thirteen weeks ended April 4, 2026, compared to $55.6 million in the prior year period. The change was primarily attributable to decreases in load volumes and average operating revenue per load. Included in trucking segment revenues for the thirteen weeks ended April 4, 2026, were brokerage revenues of $16.2 million, compared to $18.0 million in the prior year period, and separately identified fuel surcharges of $3.6 million, compared to $3.5 million in the prior year period.
Income from operations in the trucking segment was $0.6 million for the thirteen weeks ended April 4, 2026, compared to $2.2 million in the prior year period. Operating margin in the trucking segment was 1.1% for the current year period, compared to 3.9% in the prior year period.
23
Liquidity and Capital Resources
Our primary uses of cash are working capital requirements, capital expenditures, debt service, dividend payments, share repurchases and acquisitions. Working capital requirements are generally driven by customer payment terms, payroll, fuel costs, insurance costs, purchased transportation costs and other operating expenses.
As of April 4, 2026, we had cash and cash equivalents of approximately $17.9 million and approximately $286.1 million of availability under our revolving credit facility. Total outstanding borrowings were approximately $754.7 million, including borrowings under our revolving credit facility, equipment financing arrangements, a term loan facility secured by real estate and approximately $189.4 million of CTL financing.
Although we were in compliance with all financial covenants as of April 4, 2026, our credit agreements require ongoing monitoring of leverage ratios, fixed charge coverage ratios, minimum liquidity levels and other financial covenants. Given the continued pressure on earnings from uneven freight demand, elevated interest rates and higher labor, insurance and maintenance costs, we continue to actively monitor covenant compliance, liquidity and borrowing capacity.
We believe that cash generated from operations, together with available borrowings under our revolving credit facility and other financing arrangements, will be sufficient to fund our working capital needs, planned capital expenditures, debt service obligations and dividend payments for at least the next twelve months.
Capital Expenditures
Capital expenditures were $9.6 million for the thirteen weeks ended April 4, 2026. Capital expenditures primarily consisted of investments in transportation equipment, terminal facilities and expenditures in support of value-added programs.
For the remainder of 2026, we currently expect capital expenditures to be approximately $75.0 million. Actual spending may vary based on customer demand, equipment availability, pricing, timing of value-added opportunities, market conditions and liquidity considerations.
Discussion of Cash Flows
Net cash provided by operating activities was $33.4 million for the thirteen weeks ended April 4, 2026. Net cash provided by investing activities was $2.0 million and primarily reflected the proceeds from the sales of marketable securities and equipment, which was partially offset by capital expenditures. Net cash used in financing activities was $50.4 million and primarily reflected net borrowings, equipment financing activity, dividend payments and other financing transactions.
Off-Balance Sheet Arrangements
As of April 4, 2026, we had no off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
A summary of our critical accounting policies is presented in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies,” included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting policies during the thirteen weeks ended April 4, 2026.
Seasonality
Our value-added logistics services experience seasonal demand patterns driven by automotive production schedules, customer shutdown periods and model changeovers. Transportation services are also affected by weather patterns, holiday shipping schedules and changes in customer production levels.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes in the Company’s exposure to market risk during the thirteen weeks ended April 4, 2026. The Company remains exposed to market risk associated with changes in interest rates, fuel prices, insurance costs and foreign currency exchange rates. For additional information regarding the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
24
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of April 4, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
As previously disclosed in Part II, Item 9A, “Controls and Procedures,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified a material weakness in the Company’s internal control over financial reporting related to deficiencies in controls over complex accounting analyses and estimates, including goodwill impairment analyses, the review of reporting unit carrying values and significant assumptions used in valuation models, and the availability of sufficient technical accounting resources to address significant non-routine transactions and related financial statement disclosures.
As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of April 4, 2026.
The material weakness resulted in a material misstatement of the Company’s previously issued interim financial statements for the period ended September 27, 2025. The Company corrected that misstatement by filing Amendment No. 1 to its Quarterly Report on Form 10-Q/A on March 9, 2026. Management has concluded that the material weakness did not result in a material misstatement of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q; however, until remediated, the material weakness could result in a material misstatement of the Company’s annual or interim financial statements that may not be prevented or detected in a timely manner.
Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Remediation Activities
Management, with oversight from the Audit Committee of the Board of Directors, continues to implement measures designed to remediate the material weakness described above. During the quarter ended April 4, 2026, the Company continued to enhance its internal control environment through the following actions:
The Company is also in the process of further enhancing its internal control framework and documentation procedures in connection with the continued engagement of external internal control consultants. Although management believes these remediation activities will strengthen the Company’s internal control over financial reporting, the material weakness will not be considered remediated until the applicable controls have been fully implemented, have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control over Financial Reporting
Except for the remediation measures described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended April 4, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Inherent Limitations on Effectiveness of Controls
Management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.
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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
For information regarding legal proceedings, see Note 17 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.
ITEM 1A: RISK FACTORS
There have been no material changes to our risk factors as previously disclosed in Item 1A to Part 1 of our Form 10-K for the fiscal year ended December 31, 2025.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5: OTHER INFORMATION
Trading Arrangements
None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended April 4, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
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ITEM 6: EXHIBITS
Designation
Description
Method of Filing
Exhibit 3.1
Articles of Incorporation, dated April 25, 2025
Filed as Exhibit 3.1 to our Current Report on Form 8-K filed on May 2, 2025 (a)
Exhibit 3.2
Bylaws.
Filed as Exhibit 3.2 to our Current Report on Form 8-K filed May 2, 2025. (a)
Exhibit 4.1
Second Amended and Restated Registration Rights Agreement, dated July 28, 2021.
Filed as Exhibit 4.1 to our Current Report on Form 8-K filed July 29, 2021. (a)
Exhibit 4.2
Joinder to Registration Rights Agreement dated August 1, 2023.
Filed as Exhibit 4.1 to our Current Report on Form 8-K filed August 3, 2023. (a)
Exhibit 10.1
Employment Agreement, dated April 29, 2026, between Universal Management Services, Inc. and Michael H. Rogers.
Filed as Exhibit 10.1 to our Current Report on Form 8-K filed May 1, 2026. (a)
Exhibit 31.1
Rule 15d-14(a) Certification of CEO.
Filed with this Report.
Exhibit 31.2
Rule 15d-14(a) Certification of CFO.
Exhibit 32.1
Section 1350 Certification of CEO and CFO
Furnished with this Report.
Exhibit 101.INS
IInteractive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”).
(b)
Exhibit 101.SCH
Inline XBRL Schema Document.
Exhibit 101.CAL
Inline XBRL Calculation Linkbase Document.
Exhibit 101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.LAB
Inline XBRL Labels Linkbase Document.
Exhibit 101.PRE
Inline XBRL Presentation Linkbase Document.
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(a) Incorporated by reference as an exhibit to this Report (file number reference 0-51142, unless otherwise indicated).
(b) Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Universal Logistics Holdings, Inc.
(Registrant)
Date: May 14, 2026
By:
/s/ Tim Phillips
Tim Phillips
Chief Executive Officer
/s/ Jude Beres
Jude Beres
Chief Financial Officer
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