Amendment to Current Report (Form 8-K/A)

Universal Logistics Holdings, Inc. Reports Third Quarter 2025 Financial Results; Declares Dividend

Warren, MI - November 6, 2025 - Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated operating revenues of $396.8 million, a loss from operations of $(74.2) million, a net loss of $(74.8) million, and $(2.84) earnings per basic and diluted share.

Universal's reported loss in the third quarter 2025 includes non-cash impairment charges totaling $81.2 million related to its intermodal reporting segment. These charges consisted of $58.0 million of goodwill impairment and $23.2 million of impairment related to certain customer-relationship intangible assets.

For comparative purposes, Universal reported total operating revenues of $426.8 million, income from operations of $42.6 million, net income of $26.5 million, and $1.01 earnings per basic and diluted share for the corresponding period last year. Included in third quarter 2024 results were previously disclosed impairment charges totaling $3.7 million.

Excluding the impact of the impairment charge in the third quarter 2025, the Company's adjusted income from operations, a non-GAAP measure, was $7.0 million. As a percentage of operating revenue, Universal's adjusted operating margin, also a non-GAAP measure, for the third quarter 2025 was 1.8%, compared to an adjusted operating margin of 10.9% during the same period last year.

The Company's adjusted EBITDA, a non-GAAP measure, during the third quarter 2025 was $43.3 million, compared to adjusted EBITDA of $76.6 million one year earlier. As a percentage of operating revenue, Universal's adjusted EBITDA margin, a non-GAAP measure, for the third quarter 2025 was 10.9%, compared to adjusted EBITDA margin of 18.0% during the same period last year.

The Company provides reconciliations of each non-GAAP financial measure used in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP. These quantitative reconciliations, together with management's explanation of the purposes for which the non-GAAP measures are used, are presented in the accompanying tables and related disclosures.

"Despite the impact of certain non-cash impairment charges recorded in the third quarter 2025, Universal's core business model remains intact," stated Universal's CEO Tim Phillips. "Our contract logistics segment once again delivered favorable results and remains a central driver of our performance. Continued strong demand for our specialized heavy-haul services has contributed to the resilient performance of our trucking segment. Although the reversal of performance trends in our intermodal franchise is taking longer to materialize, we continue to make operational improvements and will strive to return this business segment to profitability. We believe that Universal's diversified service offerings continue to differentiate us in the market, and we remain focused on the execution of our strategy to drive long-term success."

Segment Information:

Contract Logistics

In the contract logistics segment, which includes our value-added and dedicated services, third quarter 2025 operating revenues increased 7.8% to $264.4 million, compared to $245.2 million for the same period last year. This segment's operating revenues in the quarter included $50.2 million from the recent acquisition of Parsec, while its revenues in the same period last year included $36.8 million attributable to our specialty development project in Stanton, TN completed last year. At the end of the second quarter of 2025, we managed 82 value-added programs, including 18 rail terminal operations compared to a total of 70 programs at the end of the third quarter 2024. This segment's revenues included $8.1 million in separately identified fuel surcharges from dedicated transportation services, compared to $7.0 million during the same period last year. Third quarter 2025 income from operations decreased $31.9 million to $13.7 million, compared to $45.6 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the third quarter 2025 was 5.2%, compared to 18.6% during the same period last year.

Intermodal

Operating revenues in the intermodal segment decreased 16.7% to $64.7 million in the third quarter 2025, compared to $77.6 million for the same period last year. The intermodal segment's revenues for the recently completed quarter included $7.6 million in separately identified fuel surcharges, compared to $10.0 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $9.0 million during the third quarter 2025, compared to $8.9 million one year earlier. Load volumes declined 1.9%, and the average operating revenue per load, excluding fuel surcharges, fell an additional 14.2% on a year-over-year basis. In the third quarter 2025, the intermodal segment experienced an operating loss of $(92.0) million, including the $81.2 million previously discussed impairment charges, compared to an operating loss of $(1.1) million during the same period last year.

Trucking

In the trucking segment, third quarter 2025 operating revenues decreased 22.2% to $67.7 million, compared to $87.0 million for the same period last year. Third quarter 2025 revenues in this segment included $17.3 million of brokerage services, compared to $24.3 million during the same period last year. Also included in our trucking segment revenues were $3.6 million in separately identified fuel surcharges during the third quarter of 2025, compared to $4.8 million in fuel surcharges during the same period last year. On a year-over-year basis, load volumes declined by 19.4%, and the average operating revenue per load, excluding fuel surcharges, fell an additional 2.3%. Income from operations in the third quarter of 2025 decreased $3.2 million to $3.9 million compared to $7.1 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for the third quarter 2025 was 5.8% compared to 8.2% during the same period last year.

Cash Dividend

Universal Logistics Holdings, Inc. also announced today that its Board of Directors 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 December 1, 2025 and is expected to be paid on January 2, 2026.

Other Matters

As of September 27, 2025, Universal held cash and cash equivalents totaling $27.4 million, and $9.8 million in marketable securities. Outstanding debt at the end of the third quarter 2025 was $827.0 million, and capital expenditures totaled $54.5 million.

Based on currently available information, Universal expects fourth quarter 2025 operating revenues to range from $365 million to $385 million, operating margins to range from 4% to 6%, and EBITDA margins between 12% and 14%.

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 and the corresponding reconciliations to GAAP are described in more detail below in the section captioned "Non-GAAP Financial Measures."

Source: Universal Logistics Holdings, Inc.