(Former name, former address and former fiscal year, if changed since last report)

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(§232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ~~November 3, 2017,~~August 10, 2020, was ~~28,391,197.~~26,918,830.

	September 30, 2017			December 31, 2016			July 4, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	2,897		$	1,755		$	7,977		$	7,726
Marketable securities		14,648			14,359			7,195			9,369
Accounts receivable – net of allowance for doubtful accounts of $1,960 and $1,613, respectively		170,182			144,712
Accounts receivable – net of allowance for doubtful accounts of $2,993 and $2,545, respectively								180,942			210,534
Other receivables		14,543			15,438			19,640			19,065
Prepaid expenses and other								25,204			19,676
Due from affiliates		2,664			2,513			934			1,705
Prepaid income taxes		5,679			11,300			-			3,768
Prepaid expenses and other		17,519			17,374
Total current assets		228,132			207,451			241,892			271,843
Property and equipment – net of accumulated depreciation of $200,615 and $181,294, respectively		263,441			246,277
Property and equipment – net of accumulated depreciation of $284,563 and $270,062, respectively								350,346			339,823
Operating lease right-of-use asset								87,678			87,209
Goodwill		74,484			74,484			170,039			168,451
Intangible assets – net of accumulated amortization of $55,637 and $50,971, respectively		32,522			37,189
Intangible assets – net of accumulated amortization of $86,487 and $78,366, respectively								107,991			116,111
Deferred income taxes		164			164			1,412			1,460
Other assets		5,112			4,892			4,067			3,100
Total assets	$	603,855		$	570,457		$	963,425		$	987,997
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	100,793		$	65,945		$	111,659		$	91,909
Current portion of long-term debt								60,122			59,476
Insurance and claims								25,576			27,484
Accrued expenses and other current liabilities								28,023			34,825
Current portion of operating lease liabilities								24,612			23,039
Due to affiliates		6,601			4,597			15,763			14,842
Accrued expenses and other current liabilities		24,808			19,765
Insurance and claims		35,478			19,754
Current portion of long-term debt		39,186			34,455
Income taxes payable								3,829			-
Total current liabilities		206,866			144,516			269,584			251,575
Long-term liabilities:
Long-term debt, net of current portion		204,354			226,812			343,599			398,136
Operating lease liabilities, net of current portion								62,902			61,674
Deferred income taxes		43,308			47,819			64,966			65,692
Other long-term liabilities		3,019			3,578			5,824			5,703
Total long-term liabilities		250,681			278,209			477,291			531,205
Shareholders' equity:
Common stock, no par value. Authorized 100,000,000 shares; 30,930,452 and 30,917,952 shares issued; 28,416,777 and 28,430,394 shares outstanding, respectively		30,932			30,919
Common stock, no par value. Authorized 100,000,000 shares; 30,979,827 and 30,970,452 shares issued; 26,918,830 and 27,282,230 shares outstanding, respectively								30,981			30,972
Paid-in capital		3,684			3,451			4,484			4,298
Treasury stock, at cost; 2,513,675 and 2,487,558 shares, respectively		(50,561	)		(50,044	)
Treasury stock, at cost; 4,060,997 and 3,688,222 shares, respectively								(82,247	)		(77,247	)
Retained earnings		163,812			166,033			266,670			251,204
Accumulated other comprehensive income (loss):
Unrealized holding gain on available-for-sale securities, net of income taxes of $1,584 and $1,512, respectively		2,825			2,679
Interest rate swaps, net of income taxes of $43 and $62, respectively		133			99
Accumulated other comprehensive (loss):
Interest rate swaps, net of income taxes of $(177) and $(32), respectively								(577	)		(105	)
Foreign currency translation adjustments		(4,517	)		(5,405	)		(2,761	)		(3,905	)
Total shareholders’ equity		146,308			147,732			216,550			205,217
Total liabilities and shareholders’ equity	$	603,855		$	570,457		$	963,425		$	987,997

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended						Twenty-six Weeks Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016			July 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Operating revenues:
Truckload services	$	82,812		$	72,127		$	231,046		$	215,775		$	40,523		$	64,846		$	99,421		$	130,517
Brokerage services		73,285			58,003			195,988			164,239			62,782			89,371			148,681			175,238
Intermodal services		39,057			36,366			113,713			108,040			82,881			93,853			193,203			185,021
Dedicated services		22,135			25,200			71,406			71,336			18,031			35,867			49,610			72,888
Value-added services		95,712			79,797			290,489			249,310			53,763			99,238			149,227			196,917
Total operating revenues		313,001			271,493			902,642			808,700			257,980			383,175			640,142			760,581
Operating expenses:
Purchased transportation and equipment rent		153,277			131,832			427,104			385,509			128,611			178,356			309,467			355,681
Direct personnel and related benefits		77,570			66,091			234,352			196,509			57,592			93,650			154,980			186,817
Operating supplies and expenses		28,306			25,725			88,757			75,810			16,962			30,737			47,657			61,507
Commission expense		8,503			8,217			24,284			24,668			5,024			7,858			12,194			15,694
Occupancy expense		7,504			8,075			23,001			23,772			8,984			9,859			17,815			19,143
General and administrative		8,968			7,501			23,421			21,337			6,580			9,633			15,504			18,874
Insurance and claims		20,562			4,949			35,958			13,607			4,858			4,951			9,730			11,303
Depreciation and amortization		11,795			9,076			33,663			26,757			18,530			17,415			38,048			34,333
Total operating expenses		316,485			261,466			890,540			767,969			247,141			352,459			605,395			703,352
(Loss) income from operations		(3,484	)		10,027			12,102			40,731
Income from operations														10,839			30,716			34,747			57,229
Interest income		29			15			67			141			15			21			23			43
Interest expense		(2,537	)		(2,093	)		(7,292	)		(6,297	)		(3,453	)		(4,119	)		(7,670	)		(8,510	)
Other non-operating income		721			170			1,253			420
(Loss) income before provision for income taxes		(5,271	)		8,119			6,130			34,995
Provision for income taxes		(1,966	)		3,122			2,378			13,474
Net (loss) income	$	(3,305	)	$	4,997		$	3,752		$	21,521
Other non-operating income (expense)														811			96			(2,794	)		1,049
Income before income taxes														8,212			26,714			24,306			49,811
Income tax expense														2,044			6,742			5,975			12,542
Net income													$	6,168		$	19,972		$	18,331		$	37,269
Earnings per common share:
Basic	$	(0.12	)	$	0.18		$	0.13		$	0.76		$	0.23		$	0.70		$	0.68		$	1.31
Diluted	$	(0.12	)	$	0.18		$	0.13		$	0.76		$	0.23		$	0.70		$	0.68		$	1.31
Weighted average number of common shares outstanding:
Basic		28,441			28,413			28,440			28,410			26,919			28,383			27,074			28,382
Diluted		28,444			28,413			28,440			28,410			26,919			28,385			27,074			28,383
Dividends declared per common share	$	0.07		$	0.07		$	0.21		$	0.21		$	-		$	0.105		$	0.105		$	0.210

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended						Twenty-six Weeks Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016			July 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Net Income	$	(3,305	)	$	4,997		$	3,752		$	21,521		$	6,168		$	19,972		$	18,331		$	37,269
Other comprehensive income (loss):
Unrealized holding gain (loss) on available-for-sale investments arising during the period, net of income taxes		534			(147	)		717			467
Realized (gain) on available-for-sale investments reclassified into income, net of taxes		(387	)		(29	)		(571	)		(53	)
Unrealized changes in fair value of interest rate swaps, net of income taxes		55			45			34			(389	)
Unrealized changes in fair value of interest rate swaps, net of income taxes of $(11), $(75), $(146) and $(120), respectively														(24	)		(236	)		(472	)		(378	)
Foreign currency translation adjustments		713			(293	)		888			(990	)		1,824			(36	)		1,144			192
Total other comprehensive income (loss)		915			(424	)		1,068			(965	)		1,800			(272	)		672			(186	)
Total comprehensive (loss) income	$	(2,390	)	$	4,573		$	4,820		$	20,556
Total comprehensive income													$	7,968		$	19,700		$	19,003		$	37,083

	Thirty-nine Weeks Ended						Twenty-six Weeks Ended
	September 30, 2017			October 1, 2016			July 4, 2020			June 29, 2019
Cash flows from operating activities:
Net income	$	3,752		$	21,521		$	18,331		$	37,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		33,663			26,757			38,048			34,333
Gain on sale of marketable equity securities		(923	)		(53	)
Noncash lease expense								14,724			14,788
Loss (gain) on marketable equity securities								2,534			(870	)
Gain on disposal of property and equipment		(198	)		(353	)		(591	)		(90	)
Amortization of debt issuance costs		241			227			294			293
Stock-based compensation		246			298			195			73
Provision for doubtful accounts		1,683			1,369			1,348			927
Deferred income taxes		(4,771	)		(251	)		(2,208	)		5,173
Change in assets and liabilities:
Trade and other accounts receivable		(25,242	)		(6,558	)		25,543			15,361
Prepaid income taxes, prepaid expenses and other assets		5,833			(5,962	)		(2,693	)		(2,025	)
Accounts payable, accrued expenses and other current liabilities, and insurance and claims		54,779			23,608
Principal reduction in operating lease liabilities								(14,310	)		(13,938	)
Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable								26,013			941
Due to/from affiliates, net		1,848			2,251			1,690			253
Other long-term liabilities		(482	)		(1,912	)		(498	)		(651	)
Net cash provided by operating activities		70,429			60,942			108,420			91,837
Cash flows from investing activities:
Capital expenditures		(46,677	)		(78,651	)		(42,369	)		(25,128	)
Proceeds from the sale of property and equipment		714			2,225			2,509			1,172
Purchases of marketable securities		(401	)		(13	)		(360	)		—
Proceeds from sale of marketable securities		1,261			358			—			557
Acquisition of business								—			(22,457	)
Net cash used in investing activities		(45,103	)		(76,081	)		(40,220	)		(45,856	)
Cash flows from financing activities:
Proceeds from borrowing - revolving debt		223,723			140,494			141,801			111,771
Repayments of debt - revolving debt		(232,973	)		(150,129	)		(203,053	)		(139,337	)
Proceeds from borrowing - term debt		24,734			85,313			35,295			18,528
Repayments of debt - term debt		(33,452	)		(63,657	)		(28,182	)		(26,780	)
Payment of capital lease obligations		(77	)		(1,758	)
Borrowings under margin account								256			—
Repayments under margin account								(256	)		(541	)
Dividends paid		(5,973	)		(5,965	)		(5,731	)		(9,082	)
Capitalized financing costs		—			(396	)		(46	)		—
Purchases of treasury stock		(517	)		(26	)		(5,000	)		—
Net cash (used in) provided by financing activities		(24,535	)		3,876
Net cash used in financing activities								(64,916	)		(45,441	)
Effect of exchange rate changes on cash and cash equivalents		351			(123	)		(3,033	)		192
Net increase (decrease) in cash		1,142			(11,386	)
Net increase in cash								251			732
Cash and cash equivalents – beginning of period		1,755			12,930			7,726			5,727
Cash and cash equivalents – end of period	$	2,897		$	1,544		$	7,977		$	6,459

Supplemental cash flow information:
Cash paid for interest	$	6,758		$	5,724
Cash paid for income taxes	$	1,628		$	18,398

	Common stock		Paid-in capital		Treasury stock			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balances – December 31, 2018	$	30,967	$	4,230	$	(52,462	)	$	231,525		$	(4,961	)	$	209,299
Net income		—		—		—			17,297			—			17,297
Comprehensive income		—		—		—			—			86			86
Dividends paid ($0.215 per share)		—		—		—			(6,101	)		—			(6,101	)
Stock based compensation		5		68		—			—			—			73
Balances - March 30, 2019		30,972		4,298		(52,462	)		242,721			(4,875	)		220,654
Net income		—		—		—			19,972			—			19,972
Comprehensive (loss)		—		—		—			—			(272	)		(272	)
Dividends paid ($0.105 per share)		—		—		—			(2,981	)		—			(2,981	)
Balances – June 29, 2019	$	30,972	$	4,298	$	(52,462	)	$	259,712		$	(5,147	)	$	237,373

Balances – December 31, 2019	$	30,972	$	4,298	$	(77,247	)	$	251,204		$	(4,010	)	$	205,217
Net income		—		—		—			12,163			—			12,163
Comprehensive (loss)		—		—		—			—			(1,128	)		(1,128	)
Dividends paid ($0.105 per share)		—		—		—			(2,865	)		—			(2,865	)
Stock based compensation		9		186											195
Purchases of treasury stock		—		—		(4,919	)		—			—			(4,919	)
Balances - April 4, 2020		30,981		4,484		(82,166	)		260,502			(5,138	)		208,663
Net income		—		—		—			6,168			—			6,168
Comprehensive income		—		—		—			—			1,800			1,800
Purchases of treasury stock		—		—		(81	)		—			—			(81	)
Balances – July 4, 2020	$	30,981	$	4,484	$	(82,247	)	$	266,670		$	(3,338	)	$	216,550

The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. ~~(“Universal”~~and its wholly owned subsidiaries (collectively, “Universal” or the “Company”)~~, and its wholly-owned subsidiaries,~~ have been prepared by the Company’s management. 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, ~~2016~~2019 and ~~2015~~2018 and for each of the years in the three-year period ended December 31, ~~2016~~2019 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.

Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks.

Certain immaterial reclassifications have been made to the prior financial statements in order for them to conform to the September 30, 2017 presentation, including the reclassification of revenue categories to reflect Universal’s service offering. These reclassifications had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets, or stockholders' equity as previously reported.

~~At September 30, 2017 and~~In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, ~~2016, marketable securities, all~~2022. The Company has evaluated the provisions of ~~which are available-for-sale, consist~~this standard and determined that it is applicable to our primary term loan and revolving credit facility, real estate promissory notes and investment margin credit facility. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of ~~common~~credit and ~~preferred stocks. Marketable securities are carried at fair value, with unrealized gains~~investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a replacement reference rate. The Company has evaluated the new guidance and ~~losses, net~~does not expect it to have a material impact on its financial condition, results of ~~related~~operations, or cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes ~~reported as accumulated other comprehensive income, except~~by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for ~~losses from impairments which~~fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are ~~determined~~currently evaluating the impact of this standard on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be ~~other-than-temporary. Realized gains~~recorded as allowances instead of reductions to amortized cost of the securities. The new standard will become effective for us beginning with the first quarter 2023, and ~~losses, and declines in value judged~~is not expected to ~~be other-than-temporary~~have a material impact on available-for-sale securities are included in the determination of net income and are included in other non-operating income (expense), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in other non-operating income (expense).

~~The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by type were as follows (in thousands):~~our consolidated financial statements.

Included in equity securities at September 30, 2017 are securities with a fair value of $2.4 million with a cumulative loss position of $0.6 million, the impairment of which we consider to be temporary. We consider several factors in our determination as to whether declines in value are judged to be temporary or other-than-temporary, including the severity and duration of the decline, the financial condition and near-term prospects of the specific issuers and the industries in which they operate, and our intent and ability to hold these securities. We may incur future impairment charges if declines in market values continue and/or worsen and impairments are no longer considered temporary.

The ~~fair~~Company broadly groups its services into the following categories: truckload, brokerage, intermodal, dedicated and value-added. We disaggregate these categories and report our service lines separately on 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 provide customers freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full-service domestic and international freight forwarding and customs brokerage.

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 and drayage services.

Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Dedicated services also include our final mile and ground expedited services. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area.

Transportation services are short-term in nature; agreements governing their provision generally have a term of less than one year. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value ~~and gross unrealized holding losses~~that is transferred to a customer over the course of ~~our marketable securities that are not deemed to be other-than-temporarily impaired aggregated by type and length~~the transportation service.

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 material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. 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 ~~been in a continuous unrealized loss position were as follows~~terms that extend beyond one year, and they do not include financing components.

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

~~Our portfolio~~We generally receive payment for performance obligations within 45 days of ~~equity securities in a continuous loss position, the impairment~~completion of ~~which we consider to be temporary, consists primarily~~transportation services and 65 days for completion of ~~common stocks~~value-added services. Contract assets in the oil and gas, banking, communications, tobacco, and transportation industries. The fair value and unrealized losses are distributed in 21 publicly traded companies, with no single industry or company representing a material or concentrated unrealized loss. We have evaluatedtable above generally relate to revenue in-transit at the ~~near-term prospects~~end of the various industries, as well as the specific issuers within our portfolio, in relation to the severity and duration of the impairments, and based on that evaluation, as well as our ability and intent to hold these investments for a reasonable period of time to allow for a recovery of fair value, we do not consider these investments to be other-than-temporarily impaired at September 30, 2017.reporting period.

~~Accrued expenses and other current liabilities is comprised of the following (in thousands):~~

The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “Investments- Equity Securities.” ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income. The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense).

Marketable equity securities are 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 is determined based on quoted market prices in active markets, as described in Note 8.

The following table sets forth market value, cost, and unrealized gains on equity securities (in thousands):

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands):

The following table shows the Company’s net realized gains (loss) on marketable equity securities (in thousands):

During the thirteen-week and twenty-six week periods ended July 4, 2020, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $875,000 and $(2,534,000), respectively, which was reported in other non-operating income (expense) for the period.

During the thirteen-week and twenty-six week periods ended June 29, 2019, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $(119,000) and $756,000, respectively, which was reported in other non-operating income (expense) for the period.

The changes in the carrying amount of goodwill during the twenty-six weeks ended July 4, 2020 are as follows:

During the twenty-six weeks ended July 4, 2020, the Company made purchase accounting adjustments to the preliminary purchase price allocation of the Company’s April 22, 2019 acquisition of Michael’s Cartage. The adjustments resulted in an increase in goodwill of $1.6 million, with an offsetting increase in current liabilities of $0.1 million and a decrease in other assets of $1.5 million.

At July 4, 2020 and December 31, 2019, $113.7 million and $112.2 million of goodwill was recorded in our transportation segment, respectively. At both July 4, 2020 and December 31, 2019, $56.3 million of goodwill was recorded in our logistics segment.

Accrued expenses and other current liabilities are comprised of the following (in thousands):

	Interest Rates at September 30, 2017		September 30, 2017			December 31, 2016			Interest Rates at July 4, 2020	July 4, 2020			December 31, 2019
Outstanding Debt:
ABL Facility (1)	2.99% to 5.00%		$	65,350		$	71,600
Westport Facility (2)
Credit and Security Agreement (1)
Term Loan		4.24%		26,994			34,000		2.16%	$	136,875		$	142,500
Revolver		3.74%		—			3,000		2.16%		89,973			151,225
Equipment Financing (3)	3.18% to 4.11%			106,777			104,607
Real Estate Financing (4)		3.48%		45,761			49,643
Margin Facility (5)		2.34%		—			—
Equipment Financing (2)									2.78% to 5.13%		125,972			128,512
Real Estate Financing (3)									2.01% to 2.41%		52,770			37,492
Margin Facility (4)									1.26%		—			—
Unamortized debt issuance costs				(1,342	)		(1,583	)			(1,869	)		(2,117	)
				243,540			261,267				403,721			457,612
Less current portion of long-term debt				39,186			34,455				60,122			59,476
Total long-term debt, net of current portion			$	204,354		$	226,812			$	343,599		$	398,136

(4) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At July 4, 2020, the maximum available borrowings under the line of credit were $4.9 million.

FASB ~~Accounting Standards Codification, or~~ ASC Topic 820, “Fair Value Measurements and Disclosures,”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements.

FASB ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

We have segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

	September 30, 2017								July 4, 2020
	Level 1		Level 2		Level 3		Fair Value Measurement		Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	8	$	—	$	—	$	8	$	16	$	—	$	—	$	16
Marketable securities		14,648		—		—		14,648		7,195		—		—		7,195
Total									$	7,211	$	—	$	—	$	7,211

Liabilities
Interest rate swaps		—		177		—		177	$	—	$	754	$	—	$	754
Total	$	14,656	$	177	$	—	$	14,833	$	—	$	754	$	—	$	754

	December 31, 2016								December 31, 2019
	Level 1		Level 2		Level 3		Fair Value Measurement		Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	4	$	—	$	—	$	4	$	18	$	—	$	—	$	18
Marketable securities		14,359		—		—		14,359		9,369		—		—		9,369
Total									$	9,387	$	—	$	—	$	9,387

Liabilities
Interest rate swaps		—		161		—		161	$	—	$	137	$	—	$	137
Total	$	14,363	$	161	$	—	$	14,524	$	—	$	137	$	—	$	137

The valuation techniques used to measure fair value for the items in the tables above are as follows:

Our ~~revolving credit and term loan agreements~~Credit Agreement and our ~~real estate promissory notes~~Real Estate Financing consist of variable rate borrowings. We categorize ~~borrowings under~~ these ~~credit agreements~~borrowings as Level 2 in the fair value hierarchy. The carrying ~~values~~value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our ~~equipment promissory notes,~~Equipment Financing, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize these borrowings ~~under this credit agreement~~ as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at ~~September 30, 2017~~July 4, 2020 is summarized as follows:

On January 1, 2019, we adopted ASU 2016-02, Leases, which required us to recognize a right-of-use asset and a corresponding lease liability on our balance sheet for most leases classified as operating leases under previous guidance. 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.

As of July 4, 2020, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. 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 July 4, 2020, 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.

We did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Variable lease components that do not depend on an index or a rate, and variable nonlease components were also not contemplated in the calculation of the right-of-use asset and corresponding liability. 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. 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.

The following table summarizes our lease costs for the thirteen weeks and twenty-six weeks ended July 4, 2020 and related information (in thousands):

	Thirteen weeks ended July 4, 2020
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	2,434	$	5,840		$	8,274
Short-term lease cost		166		1,074			1,240
Variable lease cost		40		970			1,010
Sublease income		-		(724	)		(724	)
Total lease cost	$	2,640	$	7,160		$	9,800

	Twenty-six weeks ended July 4, 2020
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	5,270	$	11,799		$	17,069
Short-term lease cost		407		2,271			2,678
Variable lease cost		267		1,763			2,030
Sublease income		-		(1,603	)		(1,603	)
Total lease cost	$	5,944	$	14,230		$	20,174

The following table summarizes other lease related information as of and for the twenty-six week period ended July 4, 2020 (in thousands):

Future minimum lease payments under these operating leases as of July 4, 2020, are as follows (in thousands):

CenTra, Inc. (“CenTra”), an affiliate of the Company that is owned by our controlling shareholders, provides administrative support services to Universal in the ordinary course of business, including legal, human resources, tax, and IT infrastructure and related services. The cost of these services is based on the actual or estimated utilization of the specific service.

Universal also purchases other services from ~~affiliates.~~affiliates controlled by CenTra. Following is a schedule of ~~cost~~costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016~~June 29, 2019, respectively (in thousands):

	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended				Twenty-six weeks ended
	September 30, 2017		October 1, 2016		September 30, 2017		October 1, 2016		July 4, 2020		June 29, 2019		July 4, 2020		June 29, 2019

Administrative support services	$	572	$	548	$	1,702	$	1,906	$	343	$	786	$	532	$	1,500
Truck fuel, tolls and maintenance		645		619		1,912		1,864		104		212		410		514
Real estate rent and related costs		4,230		4,218		12,947		12,458		3,506		1,950		6,814		5,193
Insurance and employee benefit plans		14,010		12,496		43,511		34,802		7,353		15,938		20,507		25,412
Purchased transportation and equipment rent		20		4		35		230		6		9		11		17
Total	$	19,477	$	17,885	$	60,107	$	51,260	$	11,312	$	18,895	$	28,274	$	32,636

We pay CenTra the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s 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. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra.

We lease 26 facilities ~~leased~~ from ~~affiliates. At 35 facilities,~~related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements ~~which~~that are billed and paid monthly. Leasing properties ~~provided by an affiliate that owns~~from a ~~substantial commercial property portfolio~~related party affords us significant operating ~~flexibility. However,~~flexibility; however, we are not limited to such arrangements. See Note 9, “Leases” for further information regarding the cost of leased properties.

We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders. Our employee health care benefits and 401(k) programs are also provided by this affiliate.

Other services from affiliates, including contracted transportation services, are delivered to us on a ~~per-transaction-basis~~per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At ~~September 30, 2017~~July 4, 2020 and December 31, ~~2016,~~2019, amounts due to affiliates were ~~$6.6~~$15.8 million and ~~$4.6~~$14.8 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At ~~September 30, 2017~~July 4, 2020 and December 31, ~~2016,~~2019, there were ~~$7.5~~$11.8 million and ~~$8.7~~$9.9 million, respectively, included in each of these accounts for insured claims.

We purchased wheels and tires from an affiliate during the twenty-six weeks ended July 4, 2020 totaling $618,000. During the twenty-six weeks ended June 29, 2019, we made purchases of used equipment from an affiliate ~~during the thirty-nine weeks ended September 30, 2017,~~ totaling ~~$1.8 million,~~$8,300, and ~~also~~ purchased wheels and tires from an affiliate ~~for new trailering equipment~~ totaling ~~$1.8 million~~$23,000 during the same period. During the thirty-nine weeks ended October 1, 2016, we contracted with an affiliate to provide real property improvements to us totaling $1.0 million, and also purchased wheels and tires for new trailering equipment totaling $1.4 million and an additional $0.2 million in revenue equipment components from an affiliate during the same period.

We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Following is a schedule of ~~revenues generated from~~ services provided to affiliates for the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016~~June 29, 2019 (in thousands):

	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended				Twenty-six weeks ended
	September 30, 2017		October 1, 2016		September 30, 2017		October 1, 2016		July 4, 2020		June 29, 2019		July 4, 2020		June 29, 2019
Purchased transportation and equipment rent	$	187	$	284	$	737	$	626	$	221	$	483	$	356	$	732
Total	$	187	$	284	$	737	$	626	$	221	$	483	$	356	$	732

At ~~September 30, 2017~~July 4, 2020 and December 31, ~~2016,~~2019, amounts due from affiliates were ~~$2.7~~$0.9 million and ~~$2.5~~$1.7 million, ~~respectively.~~

Thirteen weeks ended

Thirty-nine weeks ended

September 30,
2017

October 1,
2016

September 30,
2017

October 1,
2016

Unrealized holding gain (loss) on available-for-sale
   investments arising during the period:

Gross amount

$
846

$
(224
)

$
1,140

$
739

Income tax (expense) benefit

(312
)

77

(423
)

(272
)
Net of tax amount

$
534

$
(147
)

$
717

$
467

Realized (gains) on available-for-sale
   investments reclassified into income:

Gross amount

$
(618
)

$
(52
)

$
(923
)

$
(91
)
Income tax expense

231

23

352

38

Net of tax amount

$
(387
)

$
(29
)

$
(571
)

$
(53
)

Unrealized holding loss (gain) on interest rate swaps
   arising during the period:

Gross amount

$
50

$
73

$
16

$
(627
)
Income tax benefit (expense)

5

(28
)

18

238

Net of tax amount

$
55

$
45

$
34

$
(389
)

Foreign currency translation adjustments

$
713

$
(293
)

$
888

$
(990
)

On April 23, 2014, our Board of Directors adopted ~~the~~our 2014 Amended and Restated Stock Incentive ~~Plan, or the~~ Plan. The Plan was approved ~~by our shareholders~~ at the 2014 ~~Annual Meeting~~annual meeting of shareholders and became effective as of the date ~~it was~~our Board adopted ~~by the Board of Directors.~~it. The 2014 Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 ~~Stock Incentive~~ Plan. The grants under the Plan may be made in the form of ~~stock~~ options, restricted stock ~~bonuses,~~awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock. ~~Restricted stock awards currently outstanding under the 2004 Stock Incentive Plan will remain outstanding in accordance with the terms of that plan.~~

On February ~~22, 2017, February 24, 2016, April 29, 2015 and March~~ 5, ~~2015,~~2020, the Company granted ~~10,000, 10,000, 20,000 and 10,000~~5,000 shares ~~respectively,~~of restricted stock to our Chief Financial Officer. The restricted stock award has a fair value of $17.74 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest on February 20, 2024, subject to his continued employment with the Company.

On January 10, 2020, the Company granted 60,000 shares of restricted stock to our Chief Executive Officer. The restricted stock grants have fair values of $13.45 per share, $15.55 per share, $22.03 per share, and $25.18 per share, respectively, based on the closing price of the Company’s stock on each grant date. The shares vested 25% immediately on the grant dates, and an additional 25% will vest in three equal installments with the final vesting on March 5, 2020, subject to continued employment with the company.

~~On December 23, 2015, the Company granted 50,000 shares of restricted stock to certain of its employees, including 10,000 shares to our Chief Financial Officer. The restricted stock grants have~~award has a ~~grant date~~ fair value of ~~$14.93~~$18.82 per share, based on the closing price of the Company’s stock ~~of which 25% vested immediately, and an additional 25%~~on the grant date. The shares will vest in ~~three equal increments~~installments of 20,000 shares on ~~each December 20 in 2016, 2017~~January 10, 2024 and ~~2018.~~January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with the Company.

On ~~December~~February 20, ~~2012,~~2019, the Company granted ~~178,137~~44,500 shares of restricted stock to certain of its ~~employees.~~employees, including 12,000 shares to our then Chief Executive Officer and 10,000 shares to our Chief Financial Officer. The restricted stock ~~grants had~~awards have a grant date fair value of ~~$16.42~~$23.56 per share, based on the closing price of the Company’s stock, ~~of which 25% vested immediately~~ and ~~an additional 20% vested~~any non-vested shares under the awards will vest in four equal increments on each ~~anniversary of~~February 20 in 2021, 2022 and 2023. The non-vested shares granted to our former Chief Executive Officer on February 20, 2019 were forfeited upon his separation from service with the ~~grant through December 20, 2016.~~Company on January 10, 2020.

A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.

The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated:

	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017		45,000		$	17.75
Non-vested at January 1, 2020							42,000		$	22.96
Granted		10,000		$	13.45		65,000		$	18.74
Vested		(12,500	)	$	19.65		(9,375	)	$	20.86
Forfeited		—		$	—		(17,000	)	$	23.56
Balance at September 30, 2017		42,500		$	16.22
Balance at June July 4, 2020							80,625		$	19.90

In ~~each of~~ the ~~thirty-nine~~twenty-six week periods ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016,~~June 29, 2019, the total grant date fair value of vested shares recognized as compensation costs was $0.2 ~~million.~~million and $0.1 million, respectively. As of ~~September 30, 2017,~~July 4, 2020, there was approximately ~~$0.7~~$1.7 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, the Company expects to recognize stock-based compensation expense of ~~$0.1~~$0.2 million ~~during the remainder~~in each year of ~~2017,~~2021, 2022, and 2023, and $0.4 million ~~$0.1 million, and $0.1~~in 2024, $0.3 million in ~~2018, 2019,~~2026, and ~~2020, respectively.~~

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 each the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017, there were 2,841 and 610 weighted average non-vested~~July 4, 2020, 0 shares of non-vested restricted stock were included in the denominator for the calculation of diluted earnings per ~~share, respectively. In each of~~share. For the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016,~~June 29, 2019, there were ~~zero~~926 and 904 weighted average non-vested shares of restricted stock, ~~included~~respectively, in the denominator for the calculation of diluted earnings per ~~share.~~share

In each of the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017, 35,000 and 7,500~~July 4, 2020, we excluded 85,625 shares of non-vested restricted stock ~~respectively, were excluded~~ from the calculation of diluted earnings per share because such shares were anti-dilutive. In each of the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016, 68,225~~June 29, 2019, we excluded 44,500 shares ~~of non-vested restricted stock were excluded~~ from the calculation of diluted earnings per share because such shares were anti-dilutive.

On April 30, 2020, the Board of Directors temporarily suspended our regular quarterly dividend. Future dividend policy and the payment of dividends, if any, will be determined by the Board of Directors in light of circumstances then existing, including our earnings, financial condition and other factors deemed relevant by the Board of Directors.

On July 27, 2017, our Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock, payable to shareholders of record at the close of business on August 7, 2017 and paid on August 17, 2017. Declaration of future cash dividends is subject to final determination by the Board of Directors 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.

We report our financial results in ~~two~~2 reportable segments, the transportation segment and the logistics segment, based on the nature of the underlying customer commitment and the types of investments required to support these commitments. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.

Operations aggregated in our transportation segment are associated with individual freight shipments coordinated by our agents, company-managed terminals and specialized services operations. In contrast, operations aggregated in our logistics segment deliver value-added services or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Other non-reportable operating segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries and to owner-operators, including shop maintenance and equipment leasing.

The following tables summarize information about our reportable segments as of and for the thirteen week and ~~thirty-nine~~twenty-six week periods ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016~~June 29, 2019 (in thousands):

	Thirteen weeks ended September 30, 2017												Thirteen weeks ended July 4, 2020
	Transportation			Logistics			Other			Total			Transportation			Logistics			Other		Total
Operating revenues	$	199,013		$	113,667		$	321		$	313,001		$	185,831		$	71,794		$	355	$	257,980
Eliminated inter-segment revenues		(259	)		(2,139	)		-			(2,398	)		(581	)		(1,121	)		-		(1,702	)
Income (loss) from operations		(7,641	)		4,692			(535	)		(3,484	)
Income from operations														10,035			750			54		10,839
Total assets		288,917			287,649			27,289			603,855			617,681			327,411			18,333		963,425

	Thirteen weeks ended October 1, 2016											Thirteen weeks ended June 29, 2019
	Transportation			Logistics			Other		Total			Transportation			Logistics			Other		Total
Operating revenues	$	169,655		$	101,110		$	728	$	271,493		$	251,777		$	131,160		$	238	$	383,175
Eliminated inter-segment revenues		(527	)		(1,966	)		—		(2,493	)		(415	)		(126	)		-		(541	)
Income from operations		4,577			5,360			90		10,027			13,294			17,339			83		30,716
Total assets		241,540			295,583			21,108		558,231			539,943			350,027			38,214		928,184

	Thirty-nine weeks ended September 30, 2017												Twenty-six weeks ended July 4, 2020
	Transportation			Logistics			Other			Total			Transportation			Logistics			Other		Total
Operating revenues	$	552,442		$	349,252		$	948		$	902,642		$	440,504		$	198,836		$	802	$	640,142
Eliminated inter-segment revenues		(1,025	)		(6,124	)		-			(7,149	)		(1,215	)		(1,356	)		-		(2,571	)
Income (loss) from operations		7,208			6,359			(1,465	)		12,102
Income from operations														22,138			12,440			169		34,747
Total assets		288,917			287,649			27,289			603,855			617,681			327,411			18,333		963,425

	Thirty-nine weeks ended October 1, 2016												Twenty-six weeks ended June 29, 2019
	Transportation			Logistics			Other			Total			Transportation			Logistics			Other		Total
Operating revenues	$	496,488		$	310,896		$	1,316		$	808,700		$	498,482		$	261,559		$	540	$	760,581
Eliminated inter-segment revenues		(1,471	)		(5,967	)		—			(7,438	)		(926	)		(625	)		-		(1,551	)
Income (loss) from operations		17,384			24,517			(1,170	)		40,731
Income from operations														25,826			31,159			244		57,229
Total assets		241,540			295,583			21,108			558,231			539,943			350,027			38,214		928,184

Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.

On ~~October 16, 2017,~~June 8, 2020, the Company experienced a jury in state court in Cook County, Illinois rendered a verdict of $54.2 million against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a resultcyber-attack affecting certain of the ~~accident,~~Company’s network systems. During the plaintiff sustained non-life threatening injuries. In connection with the verdict, the jury determined that UACL was responsible for the liability associated with the accident, with UACL and the other co-defendants being jointly responsible for 40% of the compensatory damages. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million. We intend to file motions in the trial court seeking judgment in UACL’s favor on certain claims that are the subject of the verdict, and for a new trial on others. We believe the facts and the law do not support the jury’s findings of liability against UACL, and we intend to appeal the verdict to the extent the circuit court does not set it aside as a result of these motions. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $18.2 and $53.2 million. Based on the Company’s best estimate of the liability at this time,attack, the Company ~~has recorded additional insurance~~experienced limited disruption and ~~claims expense of $15.6 million increasing the total accrual for this matter~~rapidly deployed back-up systems or implemented temporary procedures to ~~$18.2 million. While it is not feasible to predict with any certainty the outcome of this litigation, its ultimate resolution could be material to our cash flows and results of~~maintain operations.

The Company is ~~a plaintiff in a lawsuit that was filed on June 11, 2015 against, among others, Dalton Logistics, Inc. in~~currently investigating the ~~United States District Court for~~attack, including the ~~Southern District~~scope of Texas. We are seeking approximately $1.9 million in damages from a debtor relating to its unpaid freight charges. In response to our filing of the complaint, the shareholders of Dalton filed a counterclaim against the Company alleging that the Company, in connection with certain unrelated negotiations with the defendant, breached an alleged agreement to acquire Dalton. The respective claims proceeded to trial and, on July 21, 2017, a jury returned two separate verdicts: One in favor of Universal for $1.9 million, and a second in favor of the defendant for approximately $5.7 million. The Company currently estimates the possible range of financial exposure in the matter to be between $0 and $3.8 million.transferred or extracted data. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability ~~for this matter~~ of ~~$1.8~~$0.5 million. ~~The Company is awaiting entry of a final judgment and assessing its post-trial and appellate strategies.~~ While we cannot predict with any certainty the outcome of ~~these claims cannot be predicted with any certainty,~~this matter, management does not believe the ~~outcome of any of these matters~~ultimate resolution will have a material adverse effect on our business, financial ~~position,~~condition, results of operations or cash flows.

~~We are~~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. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

At ~~September 30, 2017,~~July 4, 2020, approximately ~~27%~~31% of our employees in the United States, Canada and Colombia, and ~~87%~~86% of our employees in Mexico ~~are~~were subject to collective bargaining agreements that are renegotiated periodically, ~~none~~less than 10% of which are subject to contracts that expire in ~~2017.~~2020.

15In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The continued spread of COVID-19 has resulted in governmental authorities enforcing measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home orders, increased border security and shutdowns. These on-going measures severely disrupted economic and commercial activity, and caused slowdowns and reduced demand for transportation and manufacturing support services for logistics companies such as ours. Because we have a significant concentration of customers within the automotive industry, our revenues were significantly affected by the closure of North American automotive and heavy-truck production facilities during the last week of our first fiscal quarter and which persisted throughout the second quarter of 2020. Although most automotive and heavy-truck operations have resumed production, additional closures and other consumer activity affecting our customers and any future wave of the virus or other similar outbreaks could further adversely affect our business.

A significant portion of our revenue is also provided by a network of agents and owner-operators located throughout the United States and in Ontario, Canada. As the COVID-19 virus spreads in areas we service, a significant impact to our network due to illness or government restrictions could have a material adverse effect on our ability to service our customers and on our business and results of operations. In addition, the implementation of measures to protect the health and safety of our employees, customers, vendors and the general public may disrupt our ability to efficiently manage personnel and operations and to recruit and retain driver and non-driver personnel, which could have a material adverse effect on our operating results. Further, negative financial results, an economic downturn or uncertainty, or a tightening of credit markets caused by COVID-19 or other similar outbreaks could have a material adverse effect on our liquidity, our ability to effectively meet our short- and long-term financial obligations, and our accounting estimates.To mitigate the impact on our business, we implemented numerous cost reduction efforts including furloughing a large portion of our direct labor force, requiring salaried personnel to take unpaid time-off, restricting travel, reducing discretionary spending, and various other measures. Although we estimate COVID-19 had the largest impact on our business during the second quarter 2020, we are unable to predict with any certainty the future impact COVID-19 may have on our operational and financial performance.

During the second quarter of 2020, we observed negative macroeconomic indicators resulting from the COVID-19 pandemic, which could have a direct impact on our business. As a result of these indicators, we qualitatively assessed our goodwill, indefinite lived intangible assets, and other long-lived assets subject to amortization to determine if an impairment loss may have occurred. We qualitatively assessed whether it was more likely than not that these assets were impaired as of July 4, 2020. Where considered necessary, we reviewed our previous forecasts and assumptions based on our current projections, which are subject to various risks and uncertainties, including projected revenue, projected operating income, terminal growth rates, and the cost of capital. Based on our interim impairment assessment as of July 4, 2020, we have determined that our goodwill, indefinite life intangible assets, and our long-lived assets subject to amortization are not impaired. The Company's assumptions about future conditions important to its assessment of potential impairment, including the impacts of the COVID-19 pandemic, are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available, and will update its analyses accordingly.

In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, Revenue from Contracts with Customers. ASU 2014-09, along with amendments in 2015 and 2016, is a comprehensive revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The standard permits the use of either the full retrospective or modified retrospective transition method. Additionally, the new standard requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition. The standard, as amended, will be effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. We plan to use the modified retrospective approach for adoption, which requires us to record the cumulative effect of the transition through retained earnings as of January 1, 2018. We have gathered most of our customer contract data and are currently evaluating the potential impact of the new standard. We are also in the process of completing our applicable accounting policy memorandums. Based on our preliminary analysis to date, we do not expect there will be a significant impact on our consolidated financial statements. We are also assessing the impact of the standard on disclosures in the consolidated financial statement footnotes and expect to complete the implementation of the new standard in 2017.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Among other things, the ASU requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The amendments are to be applied by means of a cumulative-effect adjustment to the balance sheet and are effective for interim and annual periods beginning after December 15, 2017. With certain exceptions, early adoption is not permitted. We are currently evaluating the effects ASU 2016-01 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $5.0 million in gross unrealized holdings gains and $0.6 million in gross unrealized holdings losses in Note 2, Marketable Securities.

In February 2016, the FASB issued ASU 2016-02, Leases. The objective of the new standard is to establish principles for lessees and lessors to report information about the amount, timing, and uncertainty of cash flows arising from a lease. The ASU will require a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements and related disclosures. As of December 31, 2016, we disclosed approximately $72.1 million in operating lease obligations in Note 10, Leases, in the Company’s Form 10-K. We will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. Upon adoption, we would expect the amount recognized for the right-of-use assets and lease liabilities to be material. We do not plan to adopt the new standard early.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. To simplify our annual goodwill impairment tests, we elected to early adopt the ASU and the provisions of this update for our goodwill impairment test performed during the third quarter of 2017. The result of this adoption did not have an impact on our consolidated financial statements.

On ~~October 26, 2017, our Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock, payable to shareholders of record~~March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was signed into law. The CARES Act is aimed at ~~the close of business on November 6, 2017~~providing emergency assistance and ~~expected to be paid on November 16, 2017. Declaration of future cash dividends is subject to final determination~~health care for individuals, families, and businesses affected by the ~~Board~~COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of ~~Directors each quarter after its review~~the employer portion of ~~our financial condition, results~~social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. We are analyzing the various aspects of ~~operations, capital requirements, any legal or contractual restrictions~~the CARES Act to determine the impact specific provisions may have on us. The Company is currently taking advantage of the cash deferral programs available for payment of ~~dividends~~employer social security taxes and ~~other factors the Board of Directors deems relevant.~~federal and state income taxes.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the statements and assumptions in this Form 10-Q are forward-looking statements. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking statements by words such as “anticipate,” “expect,” “believe,” “could,” “estimate,” “plan,” “intend,” “may,” “should,” “will” and “would” or other similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other “forward-looking” information. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in Part I, Item 1A in our Form 10-K for the year ended December 31, ~~2016,~~2019 and Part II, Item 1A of this Form 10-Q, as well as any other cautionary language in ~~that Form 10-K,~~these filings, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. We assume 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. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

We are a leading asset-light provider of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services.

We provide a comprehensive suite of transportation and logistics solutions that allow our customers and clients to reduce costs and manage their global supply chains more efficiently. We market our services through a direct sales and marketing network focused on selling our portfolio of services to large customers in specific industry sectors, through a network of agents who solicit freight business directly from shippers, and through company-managed facilities and full-service freight forwarding and customs house brokerage offices. We believe our asset-light business model is highly scalable and will continue to support our growth with comparatively modest capital expenditure requirements. Our asset-light model, combined with a disciplined approach to contract structuring and pricing, creates a highly flexible cost structure that allows us to expand and contract quickly in response to changes in demand from our customers.

We generate substantially all of our revenues through fees charged to customers for the transportation of freight and for the customized logistics services we provide. We also derive revenue from fuel surcharges, where separately identifiable, loading and unloading activities, equipment detention, container management and storage and other related services. Operations aggregated in our transportation segment are associated with individual freight shipments coordinated by our agents, company-managed terminals and specialized services operations. In contrast, operations aggregated in our logistics segment deliver value-added services and transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Our segments are distinguished by the amount of forward visibility we have in regards to pricing and volumes, and also by the extent to which we dedicate resources and ~~company-owned~~Company-owned equipment.

The following discussion of the Company’s 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, ~~2016~~2019 and the unaudited Consolidated Financial Statements and related notes contained in this Quarterly Report on Form 10-Q.

We broadly group our services into the following service categories: truckload, ~~services,~~ brokerage, ~~services,~~ intermodal, ~~services,~~ dedicated ~~services~~ and ~~value-added services.~~value-added. Our truckload, brokerage and intermodal services associated with individual freight shipments coordinated by our agents and ~~company-managed~~Company-managed terminals are generally aggregated into our reportable transportation segment, while our dedicated and value-added services to specific customers on a contractual basis make up our logistics segment. The following table sets forth operating revenues resulting from each of these categories for the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016,~~June 29, 2019, presented as a percentage of total operating revenues:

		Thirteen Weeks Ended						Thirty-nine Weeks Ended							Thirteen Weeks Ended						Twenty-six Weeks Ended
		September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016				July 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Operating revenues:	Operating revenues:													Operating revenues:
Truckload services	Truckload services		26.5	%		26.6	%		25.6	%		26.7	%	Truckload services		15.7	%		16.9	%		15.5	%		17.2	%
Brokerage services	Brokerage services		23.4			21.4			21.7			20.3		Brokerage services		24.3			23.3			23.2			23.0
Intermodal services	Intermodal services		12.5			13.4			12.6			13.4		Intermodal services		32.1			24.5			30.2			24.3
Dedicated services	Dedicated services		7.1			9.3			7.9			8.8		Dedicated services		7.0			9.4			7.7			9.6
Value-added services	Value-added services		30.6			29.4			32.2			30.8		Value-added services		20.8			25.9			23.3			25.9
Total operating revenues	Total operating revenues		100.0	%		100.0	%		100.0	%		100.0	%	Total operating revenues		100.0	%		100.0	%		100.0	%		100.0	%

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks and ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 and ~~October 1, 2016,~~June 29, 2019, presented as a percentage of operating revenues:

	Thirteen Weeks Ended						Thirty-nine Weeks Ended						Thirteen Weeks Ended						Twenty-six Weeks Ended
	September 30, 2017			October 1, 2016			September 30, 2017			October 1, 2016			July 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Operating revenues:		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses:
Purchased transportation and equipment rent		49.0			48.6			47.3			47.7			49.9			46.5			48.3			46.8
Direct personnel and related benefits		24.8			24.3			26.0			24.3			22.3			24.4			24.2			24.6
Operating supplies and expenses		9.0			9.5			9.8			9.4			6.6			8.0			1.9			2.1
Commission expense		2.7			3.0			2.7			3.1			1.9			2.1			7.4			8.1
Occupancy expense		2.4			3.0			2.5			2.9			3.5			2.6			2.8			2.5
General and administrative		2.9			2.8			2.6			2.6			2.6			2.5			2.4			2.5
Insurance and claims		6.6			1.8			4.0			1.7			1.9			1.3			1.5			1.5
Depreciation and amortization		3.8			3.3			3.7			3.3			7.2			4.5			5.9			4.5
Total operating expenses		101.1			96.3			98.7			95.0			95.8			92.0			94.6			92.5
(Loss) income from operations		(1.1	)		3.7			1.3			5.0
Income from operations														4.2			8.0			5.4			7.5
Interest and other non-operating income (expense), net		(0.6	)		(0.7	)		(0.7	)		(0.7	)		(1.0	)		(1.0	)		(1.6	)		(1.0	)
(Loss) income before provision for income taxes		(1.7	)		3.0			0.7			4.3
Provision for income taxes		(0.6	)		1.2			0.3			1.6
Net (loss) income		-1.1	%		1.8	%		0.4	%		2.7	%
Income before income taxes														3.2			7.0			3.8			6.5
Income tax expense														0.8			1.8			0.9			1.6
Net income														2.4	%		5.2	%		2.9	%		4.9	%

Thirteen Weeks Ended ~~September 30, 2017~~July 4, 2020 Compared to Thirteen Weeks Ended ~~October 1, 2016~~June 29, 2019

Operating revenues. Operating revenues for the thirteen weeks ended ~~September 30, 2017 increased $41.5~~July 4, 2020 decreased $125.2 million, or ~~15.3%~~32.7%, to ~~$313.0~~$258.0 million from ~~$271.5~~$383.2 million ~~during~~for the ~~same period last year.~~thirteen weeks ended June 29, 2019. Included in operating revenues are separately-identified fuel surcharges of ~~$14.3~~$12.4 million for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$13.3~~$22.9 million for the thirteen weeks ended ~~October 1, 2016.~~June 29, 2019. Consolidated income from operations decreased $19.9 million, or 64.7%, to $10.8 million during the thirteen week period ended July 4, 2020 compared to $30.7 million during the same period last year. Revenues from our transportation segment ~~increased $29.4~~decreased $65.9 million, or ~~17.3%~~26.2%, while income from operations decreased ~~$12.2 million. The decrease in income was primarily attributable to $17.4~~$3.3 million, ~~of accruals made for on-going legal matters. See Item 1: Note 12~~or 24.5%, compared to the ~~Unaudited Consolidated Financial Statements for further information on legal matters.~~same period last year. The transportation segment was negatively impacted by a significant decline in volumes during the second quarter of 2020 due to the economic slowdown resulting from the COVID-19 pandemic. In our logistics segment, revenues ~~increased $12.6~~decreased $59.4 million, or ~~12.4%~~45.3%, over the same period last year ~~while~~and income from operations decreased ~~$0.7 million. Operating income in~~$16.6 million, or 95.7%. In North America, the resulting effects of the COVID-19 pandemic led to the shutdown of automotive and heavy-truck manufacturing for much of the second quarter of 2020, which adversely impacted our logistics segment was negatively impacted by lower operating margins and extended launch costs at key value-added operations. Overall, consolidated operating revenues increased due to several factors including significant operations in support of passenger vehicle and heavy-truck programs, a strong pricing environment across our transportation services

and an increase in fuel surcharges. Consolidated income from operations decreased, however, by $13.5 million to a loss of $3.5 million for the thirteen weeks ended September 30, 2017 compared to $10.0 million of operating income during the same period last year. Included in the operating loss during the period were $17.4 million of litigation accruals, which were associated with our transportation segment.results.

Operating revenues from truckload services ~~increased $10.7~~decreased $24.3 million to ~~$82.8~~$40.5 million during the thirteen weeks ended ~~September 30, 2017,~~July 4, 2020, compared to ~~$72.1~~$64.8 million for the same period last year. Included in truckload revenues ~~during~~for the ~~thirteen weeks ended September 30, 2017~~recently completed quarter were ~~$7.1~~$2.9 million in ~~separately-identified~~separately identified fuel surcharges compared to ~~$6.0~~$7.0 million during the same period last year. ~~During~~The decrease in truckload services reflects a 40.7% decrease in the ~~quarter, Universal’s~~number of loads hauled which was partially offset by a 6.8% increase in average operating revenue per load, excluding fuel ~~surcharges, increased 10.9% to $898, primarily due to an increase in revenue per mile. These increase were partially offset by a 1.6% decrease in the number of loads hauled.~~surcharges. During the quarter ended ~~September 30, 2017,~~July 4, 2020, Universal ~~hauled 78,965~~moved 36,445 loads compared to ~~80,224~~61,423 during the same period last year.

Revenues during the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 from brokerage services ~~increased $15.3~~decreased $26.6 million, or ~~26.4%~~29.8%, to ~~$73.3~~$62.8 million compared to $58.0 million during the same period last year. The growth is due to increases in the average operating revenue per load and in the number of loads hauled. Universal’s average operating revenue per load from brokerage services increased 10.7% to $1,392 during the thirteen weeks ended September 30, 2017, up from $1,257 during the thirteen weeks ended October 1, 2016. The number of brokerage loads hauled during the thirteen weeks ended September 30, 2017 increased 14.4% to 48,870 compared to 42,717 during the same period last year.

Intermodal services revenues increased $2.7 million to $39.1 million during the thirteen weeks ended September 30, 2017, up from $36.4 million during the same period last year. The increase reflects a $0.5 million increase in fuel surcharges and an increase in the number of loads hauled. Compared to the same period last year, the number of intermodal loads hauled during the thirteen weeks ended September 30, 2017 increased by 2.7%. The increase was partially offset as average operating revenue per load, excluding fuel surcharges, decreased by 3.7% when compared to the same period last year.

~~Operating revenues from dedicated services in the third quarter 2017 declined $3.1 million to $22.1 million compared to $25.2~~$89.4 million one year earlier. The decrease is primarily due to a ~~19.6%~~17.2% decrease in the number of brokerage loads ~~hauled~~moved and a 16.7% decrease ~~in fuel surcharges. Included in dedicated revenues in~~average operating revenue per load. During the second quarter ~~ended September 30, 2017 were $2.9 million in separately-identified fuel surcharges~~of 2020, Universal brokered 47,797 loads, compared to ~~$3.2~~57,710 loads during the same period last year.

Intermodal services revenues decreased $11.0 million, or 11.7%, to $82.9 million during the thirteen weeks ended July 4, 2020, down from $93.9 million during the same period last year. ~~These~~Intermodal revenues during the thirteen weeks ended July 4, 2020 also included $8.2 million in separately identified fuel surcharges, compared to $11.6 million during the same period last year. The decrease is due to decreases ~~were partially offset by a 6.7% increase~~ in the average operating revenue per load, excluding fuel ~~surcharges.~~surcharges, and in the number of loads hauled. During the thirteen weeks ended July 4, 2020, Universal moved 156,779 intermodal loads, compared to 164,761 loads during the same period last year, a decrease of 4.8%, while its average operating revenue per load, excluding fuel surcharges, decreased by 3.0%.

Operating revenues from dedicated services during the thirteen weeks ended July 4, 2020 decreased to $18.0 million compared to $35.9 million one year earlier. Dedicated services revenues included $1.3 million in separately identified fuel surcharges in the thirteen weeks ended July 4, 2020 compared to $4.3 million during the same period last year. The decrease in operating revenues was primarily attributable to the shutdown of North American automotive manufacturing for several weeks during the quarter.

Value-added services revenues ~~increased $15.9~~decreased $45.5 million to ~~$95.7~~$53.8 million ~~during~~in the thirteen weeks ended ~~September 30, 2017 compared~~July 4, 2020. This compares to ~~$79.8~~$99.2 million from value-added services one year earlier. Operations supporting passenger vehicle programs declined during the period due to plant shutdowns and reduced production during ramp up near the end of the second quarter. Value-added operations supporting heavy-truck production also decreased this quarter falling $20.6 million in the same period last year. Our continued support of major customer vehicle programs, as well as improvements in our heavy-truck operations positively impacted top-line revenues in Universal’s value-added services division. Overall, valued-added services grew by 19.9%thirteen weeks ended July 4, 2020 compared to the same period last year. Both platforms were adversely impacted by the shutdown of North American automotive and heavy-truck manufacturing for several weeks during the quarter.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the thirteen weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$21.5~~$49.7 million, or ~~16.3%~~27.9%, to ~~$153.3~~$128.6 million from ~~$131.8~~$178.4 million ~~during~~for the ~~same period last year.~~thirteen weeks ended June 29, 2019. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers, and is ~~generally~~ correlated with changes in demand for transportation-related services, which includes truckload, brokerage, intermodal and dedicated services. ~~The absolute increase in purchased transportation and equipment rental costs was primarily the result of an increase in transportation-related service revenues.~~ As a percentage of operating revenues, purchased transportation and equipment rent expense increased to ~~49.0%~~49.9% for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 from ~~48.6% one year earlier.~~46.5% during the same period last year. The increase ~~is primarily attributable~~was due to ~~a shift~~an increase in the mix of ~~our transportation services. For~~transportation-related service revenue. As a percentage of total revenues, transportation-related service revenue increased to 79.2% for the thirteen weeks ended ~~September 30, 2017, brokerage services, which have a higher cost of transportation, comprised 23.4% of total operating revenues~~April 4, 2020 compared to ~~21.4%~~74.1% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits expenses for the thirteen weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$11.5~~$36.1 million, or ~~17.4%~~38.5%, to ~~$77.6~~$57.6 million compared to ~~$66.1~~$93.7 million ~~during~~for the ~~same period last year.~~thirteen weeks ended June 29, 2019. Trends in these expenses are generally correlated with changes in operating facilities and headcount requirements and, therefore, increase and decrease with the level of demand for our value-added services and staffing needs of our operations. The decrease was due to layoffs and temporary furloughs to right-size staffing as a cost cutting measure in response to the economic slowdown as a result of the COVID-19 pandemic. As a percentage of operating revenues, personnel and related benefits expenses ~~increased~~decreased to ~~24.8%~~22.3% for the thirteen weeks ended ~~September 30, 2017,~~July 4, 2020, compared to ~~24.3% for~~24.4% during the ~~thirteen weeks ended October 1, 2016.~~same period last year. The percentage of direct personnel and related benefit expenses is derived on an aggregate basis from both existing and new programs, and from customer operations at various stages in their lifecycles. Individual operations may be impacted by additional production shifts or by overtime at selected operations. While generalizations about the impact of personnel and related benefits costs as a percentage of total revenue are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services.

Operating supplies and expenses. Operating supplies and expenses ~~increased~~decreased by ~~$2.6~~$13.8 million, or ~~10.1%~~44.8%, to ~~$28.3~~$17.0 million for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$25.7~~$30.7 million for the thirteen weeks ended ~~October 1, 2016.~~June 29, 2019. These expenses include items such as fuel, maintenance, cost of materials, ~~insurance,~~ communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The ~~increase~~decrease was primarily due to operational cost cutting measures in response to the economic slowdown caused by the COVID-19 pandemic. The primary elements of the decrease included decreases of $6.0 million in operating supplies and ~~expenses was primarily the result of increases in~~ material costs in ~~our~~ operations supporting heavy-truck ~~programs. Partially offsetting the increase were decreases~~programs, $3.7 million in ~~permit expense of $1.1 million and~~ fuel expense on company ~~equipment of $0.2 million. As a percentage of operating revenues, operating supplies~~tractors, $2.7 million in vehicle maintenance, and ~~expenses was 9.0% for the thirteen weeks ended September 30, 2017 compared to 9.5% for the thirteen weeks ended October 1, 2016.~~$1.1 million in travel and entertainment.

Commission expense. Commission expense for the thirteen weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$0.3~~$2.8 million, or ~~3.7%~~36.1%, to ~~$8.5~~$5.0 million from ~~$8.2~~$7.9 million for the thirteen weeks ended ~~October 1, 2016.~~June 29, 2019. Commission expense ~~generally increases or decreases~~decreased due to decreased revenue in ~~proportion to our transportation-related services, except in cases where we generate a higher proportion of our revenues at company-managed terminals where no commissions are paid.~~the agency based truckload business. As a percentage of operating revenues, commission expense decreased to ~~2.7%~~1.9% compared to 2.1% for the thirteen weeks ended September 30, 2017, compared to 3.0% one year earlier. During the third quarter 2017, transportation related services decreased as a percentage of total operating revenues and a higher proportion of transportation revenues were generated at company-managed terminals.June 29, 2019.

Occupancy expense. Occupancy expenses decreased by ~~$0.6~~$0.9 million, or ~~7.4%~~8.9%, to ~~$7.5~~$9.0 million for the thirteen weeks ended ~~September 30, 2017. This compares~~July 4, 2020 compared to ~~$8.1~~$9.9 million for the thirteen weeks ended ~~October 1, 2016. Occupancy expense remained relatively stable, while we experienced~~June 29, 2019. The decrease was primarily attributable to a ~~modest~~ decrease in building rents ~~and property taxes.~~as we consolidated facilities for certain value-added programs.

General and administrative. General and administrative expense decreased by $3.1 million, or 31.7%, to $6.6 million from $9.6 million in the thirteen weeks ended June 29, 2019. The decrease was primarily attributable to a decrease in salaries, wages, and benefit costs. Also included in general and administrative expense for the thirteen weeks ended ~~September 30, 2017 increased by $1.5~~July 4, 2020 was $0.5 million ~~or 20.0%, to $9.0 million from $7.5 million during~~in professional service fees associated with the ~~same period last year.~~June 2020 cyber-attack. As a percentage of operating revenues, general and administrative expense ~~was 2.9%~~increased to 2.6% for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~2.8% for the thirteen weeks ended October 1, 2016. Included~~2.5% in the ~~increase was $1.8 million of charges for litigation related matters.~~prior year.

Insurance and claims. Insurance and claims expense for the thirteen weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$15.7~~$0.1 million, ~~and included $15.6~~or 1.9%, to $4.9 million ~~of charges for legal matters. See Item 1: Note 12 to the Unaudited Consolidated Financial Statements for further information on legal matters. Insurance and claims expense~~from $5.0 million for the thirteen weeks ended ~~September 30, 2017~~June 29, 2019. The decrease was ~~$20.6~~attributable to a decrease in our auto liability premiums and contractor insurance. This was largely offset by an increase in cargo and service failure claims, including $0.5 million ~~compared~~in service claims related to ~~$4.9 million during~~ the ~~same period last year.~~ June 2020 cyber-attack. As a percentage of operating revenues, insurance and claims increased to ~~6.6%~~1.9% for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~1.8%~~1.3% for the thirteen weeks ended ~~October 1, 2016.~~June 29, 2019.

Depreciation and amortization. Depreciation and amortization expense for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 increased by ~~$2.7~~$1.1 million, or ~~29.7%~~6.4%, to ~~$11.8~~$18.5 million from ~~$9.1~~$17.4 million for the thirteen weeks ended ~~October 1, 2016. The increase was primarily due to elevated levels of capital expenditures in recent years.~~June 29, 2019. During the thirteen weeks ended July 4, 2020, depreciation expense increased $1.2 million and amortization expense decreased $0.1 million. The increase in depreciation expense ~~was partially offset by reductions in amortization expense as certain intangible assets become fully amortized.~~is attributable to additional cost from the continued recapitalization of our fleet.

Interest expense, net. Net interest expense was ~~$2.5~~$3.4 million for the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$2.1~~$4.1 million for the thirteen weeks ended ~~October 1, 2016.~~June 29, 2019. The ~~increase of~~decrease in net interest expense reflects ~~an increase~~a decrease in the average interest ~~rates~~rate on our ~~variable rate debt.~~outstanding borrowings. As of ~~September 30, 2017,~~July 4, 2020, our outstanding borrowings ~~totaled $244.9~~were $405.6 million compared to ~~$250.6~~$372.2 million at ~~the same time last year.~~June 29, 2019.

Other non-operating income (expense). Other non-operating income for the thirteen weeks ended July 4, 2020 was ~~$0.7~~$0.8 million compared to $0.1 million for the thirteen weeks ended ~~September 30, 2017 compared to $0.2 million for~~June 29, 2019. During the thirteen weeks ended ~~October 1, 2016. Included in other non-operating income during the thirteen weeks ended September 30, 2017~~July 4, 2020 there were ~~$0.6~~$0.9 million of holding gains onfrom changes in the ~~sale~~fair market value of marketable securities compared to $0.1 million ~~during the same period last year.~~

~~Provision for income taxes. The net loss during~~of realized gain on sales of marketable securities in the thirteen weeks ended ~~September 30, 2017 generated a~~June 29, 2019.

Income tax expense. Income tax expense for the thirteen weeks ended July 4, 2020 was $2.0 million ~~tax benefit,~~ compared to ~~income tax expense of $3.1~~$6.7 million for the thirteen weeks ended ~~October 1, 2016,~~June 29, 2019, based on an effective tax rate ~~of 37.3%~~24.9% and ~~38.5%,~~25.2% respectively. The decrease in income tax expense is attributable to a decrease in taxable earnings and our effective tax rate.

~~Thirty-nine~~Twenty-six Weeks Ended ~~September 30, 2017~~July 4, 2020 Compared to ~~Thirty-nine~~Twenty-six Weeks Ended ~~October 1, 2016~~June 29, 2019

Operating revenues. Operating revenues for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 increased $93.9~~July 4, 2020 decreased $120.4 million, or ~~11.6%~~15.8%, to ~~$902.6~~$640.1 million from ~~$808.7~~$760.6 million ~~during~~for the ~~same period last year.~~twenty-six weeks ended June 29, 2019. Included in operating revenues are separately-identified fuel surcharges of ~~$43.8~~$32.4 million for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$37.8~~$45.1 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. Consolidated income from operations decreased $22.5 million, or 39.3%, to $34.7 million during the twenty-six week period ended July 4, 2020 compared to $57.2 million during the same period last year. Revenues from our transportation segment ~~increased $56.0~~decreased $58.0 million, or ~~11.3%; however,~~11.6%, while income from operations decreased ~~$10.2~~$3.7 million, or 14.3%, compared to the same period last year. The ~~decrease~~transportation segment was ~~primarily attributable to $17.4 million~~negatively impacted by a significant decline in volumes during the first half of ~~accruals made for on-going legal matters. See Item 1: Note 12~~2020 due to the ~~Unaudited Consolidated Financial Statements for further~~

~~information on legal matters.~~economic slowdown resulting from the COVID-19 pandemic. In our logistics segment, revenues ~~increased $38.4~~decreased $62.7 million, or ~~12.3%~~24.0%, over the same period last year ~~while~~and income from operations decreased ~~$18.2 million. Operating income~~$18.7 million, or 60.1%. In North America, the resulting effects of the COVID-19 pandemic led to the shutdown of automotive and heavy-truck manufacturing in the first half of 2020 which adversely impacted our logistics segment was negatively impacted by certain large underperforming operations, including where we ultimately exited a value-added program in Mexico. Overall, consolidated operating revenues increased due to several factors including the ramp-up of key customer vehicle programs, an increase in fuel surcharges, a strong transportation pricing environment, and improvements in key markets. Consolidated income from operations decreased, however, by $28.6 million to $12.1 million, compared to $40.7 million in the thirty-nine weeks ended October 1, 2016. The decrease is primarily attributable to lower operating margins, extended launch costs at key value-added operations, operating losses in our Mexican value-added operations, and $17.4 million of accruals associated with on-going litigation in our transportation business.results.

Operating revenues from truckload services ~~increased $15.2~~decreased $31.1 million to ~~$231.0~~$99.4 million during the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017,~~July 4, 2020, compared to ~~$215.8~~$130.5 million for the same period last year. Included in truckload revenues for the recently completed twenty-six week period were ~~$20.8~~$5.8 million in ~~separately-identified~~separately identified fuel surcharges ~~during the thirty-nine weeks ended September 30, 2017~~ compared to ~~$17.2~~$13.8 million during the same period last year. ~~Universal’s average operating revenue per load, excluding fuel surcharges, increased 7.1% due to increases~~The decrease in ~~length of haul and in revenue per mile. This increase was partially offset by~~truckload services reflects a ~~1.5%~~24.0% decrease in the number of loads hauled. During the ~~quarter~~twenty-six weeks ended ~~September 30, 2017,~~July 4, 2020, Universal ~~hauled 239,220~~moved 93,132 loads compared to ~~242,899~~122,515 during the same period last year.

Revenues during the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 from brokerage services ~~increased $31.8~~decreased $26.6 million, or ~~19.4%~~15.2%, to ~~$196.0~~$148.7 million compared to ~~$164.2~~$175.2 million ~~during the same period last year.~~one year earlier. The ~~growth~~decrease is due to ~~increases~~a 2.2% decrease in the number of brokerage loads moved as well as a 12.4% decrease in the average operating revenue per ~~load and in~~load. During the ~~number of loads hauled. Universal’s average operating revenue per load from brokerage services increased 7.2% to $1,315 during the thirty-nine~~twenty-six weeks ended ~~September 30, 2017, up from $1,227 during the thirty-nine weeks ended October 1, 2016. The number of brokerage~~July 4, 2020, Universal moved 108,849 loads, ~~hauled during the thirty-nine weeks ended September 30, 2017 increased 14.6% to 139,996~~ compared to ~~122,207~~111,319 loads during the same period last year.

Intermodal services revenues increased ~~$5.7~~$8.2 million, or 4.4%, to ~~$113.7~~$193.2 million during the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017,~~July 4, 2020, up from ~~$108.0~~$185.0 million during the same period last year. Intermodal revenues during the twenty-six weeks ended July 4, 2020 also included $21.8 million in separately identified fuel surcharges, compared to $22.2 million during the same period last year. The increase ~~reflects a $1.3 million increase in fuel surcharges and~~is attributable to an increase in the number of intermodal loads ~~hauled. Compared~~hauled, which was partially offset by a decrease in the average operating revenue per load, excluding fuel surcharges. During the twenty-six weeks ended July 4, 2020, Universal moved 354,562 intermodal loads, compared to 329,938 loads during the same period last year, an increase of 7.5%, while the ~~number of intermodal loads hauled during the thirty-nine weeks ended September 30, 2017 increased by 3.1% to 258,847 loads compared to 251,082 during the same period last year.~~average operating revenue per load, excluding fuel surcharges, declined 1.2%.

Operating revenues from dedicated services during the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 were relatively flat at $71.4~~July 4, 2020 decreased to $49.6 million compared to ~~$71.3~~$72.9 million one year earlier. Dedicated services revenues included $4.8 million in separately identified fuel surcharges in the twenty-six weeks ended July 4, 2020 compared to $8.9 million during the same period last year. ~~Included~~The decrease in ~~dedicated service~~operating revenues was primarily attributable to the shutdown of North American automotive manufacturing for several weeks during the ~~thirty-nine~~first half of 2020.

Value-added services revenues decreased $47.7 million to $149.2 million in the twenty-six weeks ended ~~September 30, 2017 were $9.7~~July 4, 2020. This compares to $196.9 million from value-added services one year earlier. Value-added operations supporting heavy-truck production saw revenues decrease by $26.9 million in ~~separately-identified fuel surcharges~~the first half of 2020, while operations supporting passenger vehicle programs also saw decreased revenues compared to ~~$8.7 million during~~ the same period last year. ~~Excluding fuel surcharges, average operating revenue per load increased 1.7% primarily due to a longer length~~Both platforms were adversely impacted by the shutdown of ~~haul; however, the number of loads hauled declined 2.7%~~North American automotive and heavy-truck manufacturing during the ~~same period.~~

Value-added services revenues increased $41.2 million to $290.5 million during the thirty-nine weeks ended September 30, 2017 compared to $249.3 million in the same period last year. Our continued supportfirst half of major customer vehicle programs, as well as improvements in our heavy-truck operations positively impacted top-line revenues in Universal’s value-added services division. The year-over-year increase in value-added services revenues was 16.5%.2020.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$41.6~~$46.2 million, or ~~10.8%~~13.0%, to ~~$427.1~~$309.5 million from ~~$385.5~~$355.7 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers, and is ~~generally~~ correlated with changes in demand for transportation-related services, which includes truckload, brokerage, intermodal and dedicated services. The absolute ~~increase~~decrease in purchased transportation and equipment rental costs was primarily the result of ~~an increase~~a decrease in transportation-related service revenues. ~~However, as~~For the twenty-six weeks ended July 4, 2020, transportation-related services revenues decreased 12.9% compared to the same period last year. As a percentage of operating revenues, purchased transportation and equipment rent expense ~~decreased~~increased to ~~47.3%~~48.3% for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 from ~~47.7%~~46.8% during the same period last year. The ~~decrease is primarily attributable~~increase was due to an increase in the mix of transportation-related service revenue. As a ~~shift in our~~percentage of total revenues, transportation-related service ~~mix. For~~revenue increased to 76.7% for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017, transportation-related services accounted for 67.8% of total operating revenues~~July 4, 2020 compared to ~~69.2%~~74.1% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits expenses for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$37.9~~$31.8 million, or ~~19.3%~~17.0%, to ~~$234.4~~$155.0 million compared to ~~$196.5~~$186.8 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. Trends in these expenses are generally correlated with changes in operating facilities and headcount requirements and, therefore, increase and decrease with the level of demand for our value-added services and staffing needs of our operations. ~~During~~The decrease was due to layoffs and temporary furloughs to right-size staffing as a cost cutting measure in response to the thirty-nine weeks ended September 30, 2017, we experienced an increase in direct personnel and related benefit costs associated with our Mexican value-added operations and extended launch costs supporting key value-added operations during an extended launch phase.economic slowdown as a result of the COVID-19 pandemic. As a percentage of operating revenues, personnel and related benefits expenses ~~increased~~decreased to ~~26.0%~~24.2% for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017,~~July 4, 2020, compared to ~~24.3%~~24.6% during the same period last year. The percentage of direct personnel and related benefit expenses is derived on an aggregate basis from both

existing and new programs, and from customer operations at various stages in their lifecycles. Individual operations may be impacted by additional production shifts or by overtime at selected operations. While generalizations about the impact of personnel and related benefits costs as a percentage of total revenue are difficult, we manage compensation and staffing levels, including the use of contract labor, to maintain target economics based on near-term projections of demand for our services.

Operating supplies and expenses. Operating supplies and expenses ~~increased~~decreased by ~~$13.0~~$13.9 million, or ~~17.2%~~22.5%, to ~~$88.8~~$47.7 million for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$75.8~~$61.5 million for the ~~thirty-nine~~twenty-six weeks ended October 1, 2016. As a percentage of operating revenues, operating supplies and expenses increased to 9.8% for the thirty-nine weeks ended September 30, 2017 from 9.4% for the thirty-nine weeks ended October 1, 2016.June 29, 2019. These expenses include items such as fuel, maintenance, cost of materials, ~~insurance,~~ communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The ~~increase~~decrease was primarily due to operational cost cutting measures in response to the economic slowdown caused by the COVID-19 pandemic. The primary elements of the decrease included decreases of $6.8 million in operating supplies and expenses was primarily the result of increases in travel and meals costs of $5.0 million largely associated with our Mexican value-added operations, as well as extended launch costs. Included in the increase is also a $1.6 million increase in material costs in operations supporting ~~heavy-truck. Additional elements of the increase are increases~~heavy-truck programs, $4.1 million in ~~vehicle maintenance of $2.0 million, utilities of $0.9 million,~~ fuel expense on company ~~equipment~~tractors, $2.9 million in vehicle maintenance, and $1.3 million in travel and entertainment. These decreases were partially offset by an increases of ~~$0.5~~$1.4 million ~~and permit expense of $0.4 million.~~in professional service fees.

Commission expense. Commission expense for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 decreased by ~~$0.4~~$3.5 million, or ~~1.6%~~22.3%, to ~~$24.3~~$12.2 million from ~~$24.7~~$15.7 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. Commission expense ~~generally increases or decreases~~decreased due to decreased revenue in ~~proportion to our transportation-related services, except in cases where we generate a higher proportion of our revenues at company-managed terminals where no commissions are paid.~~the agency based truckload business. As a percentage of operating revenues, commission expense decreased to ~~2.7%~~1.9% compared to 2.1% for the ~~thirty-nine~~twenty-six weeks ended September 30, 2017, compared to 3.1% during the same period last year. For the thirty-nine weeks ended September 30, 2017, transportation-related services decreased as a percentage of total operating revenues, and a higher percentage of those revenues were generated by company-managed operations.June 29, 2019.

Occupancy expense. Occupancy expenses decreased by ~~$0.8~~$1.3 million, or ~~3.4%~~6.9%, to ~~$23.0~~$17.8 million for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$23.8~~$19.1 million for the ~~thirty-nin~~etwenty-six weeks ended ~~October 1, 2016. Occupancy expense remained relatively stable, while we experienced~~June 29, 2019. The decrease was primarily attributable to a ~~modest~~ decrease in building rents ~~and property taxes.~~as we consolidated facilities for certain value-added programs.

General and administrative. General and administrative expense ~~for~~decreased by $3.4 million, or 17.9%, to $15.5 million from $18.9 million in the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 increased by $2.1 million, or 9.9%,~~June 29, 2019. The decrease was primarily attributable to ~~$23.4 million. This compares to $21.3 million for the thirty-nine weeks ended October 1, 2016. Salaries,~~a decrease in salaries, wages, and ~~benefit costs, which is the largest component of~~benefits. Also included in general and administrative expense ~~increased $0.7~~for the twenty-six weeks ended July 4, 2020 was $0.5 million ~~and there was an additional $1.8 million increase for litigation related charges.~~in professional service fees associated with the June 2020 cyber-attack. As a percentage of operating revenues, general and

administrative expense ~~remained at 2.6% in each~~decreased to 2.4% for the ~~thirty-nine~~thirteen weeks ended ~~September 30, 2017 October 1, 2016.~~ July 4, 2020 compared to 2.5% for the thirteen weeks ended June 29, 2019.

Insurance and claims. Insurance and claims expense for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 increased~~July 4, 2020 decreased by ~~$22.4~~$1.6 million, or 13.9%, to ~~$36.0~~$9.7 million from ~~$13.6~~$11.3 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016. Included~~June 29, 2019. The decrease was primarily attributable to a decrease in ~~the increase~~our auto liability premiums and contractor insurance. This was ~~a $15.6 million accrual for on-going legal matters as well as a $6.2 million~~partially offset by an increase in cargo ~~scrap~~ and service failure claims ~~expense primarily~~, including $0.5 million in service claims related to ~~our value-added operations. See Item 1: Note 12 to~~ the ~~Unaudited Consolidated Financial Statements for further information on legal matters.~~ June 2020 cyber-attack. As a percentage of operating revenues, insurance and claims ~~increased to 4.0%~~remained consistent at 1.5% for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 compared to 1.7% for the thirty-nine weeks ended October 1, 2016.~~July 4, 2020.

Depreciation and amortization. Depreciation and amortization expense for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 increased by ~~$6.9~~$3.7 million, or ~~25.7%~~10.8%, to ~~$33.7~~$38.0 million from ~~$26.8~~$34.3 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. During the twenty-six weeks ended July 4, 2020, depreciation expense increased $3.8 million and amortization expense was unchanged. The increase ~~was primarily due~~in depreciation expense is attributable to ~~higher levels~~additional cost from the continued recapitalization of ~~capital expenditures in recent years, which was partially offset by reductions in amortization expense as certain intangible assets become fully amortized.~~our fleet.

Interest expense, net. Net interest expense was ~~$7.2~~$7.6 million for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 compared to ~~$6.2~~$8.5 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016.~~June 29, 2019. The ~~increase of~~decrease in net interest expense reflects ~~an increase~~a decrease in the average interest ~~rates~~rate on our ~~variable rate debt.~~outstanding borrowings. As of ~~September 30, 2017,~~July 4, 2020, our outstanding borrowings were ~~$244.9~~$405.6 million compared to ~~$250.6~~$372.2 million at ~~October 1, 2016.~~June 29, 2019.

Other non-operating income (expense). Other non-operating expense for the twenty-six weeks ended July 4, 2020 was $2.8 million compared to other non-operating income ~~was $1.3~~of $1.0 million for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017, which compares to $0.4 million for~~June 29, 2019. Included in other non-operating expense in the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016. Included~~July 4, 2020 were $2.5 million of holding losses on changes in the fair value of marketable securities compared to $0.8 million in gains included in other non-operating income during the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017 were $0.9 million of gains on the sale of marketable securities compared to $0.1 million during the same period last year.~~June 29, 2019.

~~Provision for income taxes~~Income tax expense. ~~Provision for income taxes~~Income tax expense for the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017~~July 4, 2020 was ~~$2.4~~$6.0 million compared to ~~$13.5~~$12.5 million for the ~~thirty-nine~~twenty-six weeks ended ~~October 1, 2016,~~June 29, 2019, based on an effective tax rate of ~~38.8%~~24.6% and ~~38.5%~~25.2%, respectively. The decrease in income tax expense is attributable to a decrease in taxable earnings as well as a decrease in the effective tax rate.

Our primary sources of liquidity are funds generated by operations, loans and extensions of credit under our availability to borrow under the $120 million revolver that is part of our asset-based loan facility (“ABL Facility”) and the $20 million revolver that is part of our Westport Facility, our availability to borrowcredit facilities, on margin against our marketable securities ~~proceeds~~and from ~~the issuance of~~ installment notes, and proceeds from the sales of marketable securities. ~~Additionally, our ABL Facility includes an accordion feature which would allow us to increase availability by up to $30 million upon our request. Beginning in December 2015, we~~We use secured, asset lending to fund a substantial portion of purchases of real estate, tractors, trailers and ~~selected warehouse~~material handling equipment.

We employ an asset-light operating strategy which we believe lowers our capital expenditure requirements. In general, our facilities used in our value-added services are leased on terms that are either substantially matched to our customer’s contracts, are month-to-month or are provided to us by our customers. We also utilize owner-operators and third-party carriers to provide a significant portion of our transportation and specialized services. A significant portion of the tractors and trailers used in our business are provided by our owner-operators. In addition, our use of agents reduces our overall need for large terminals. As a result, our capital expenditure requirements are limited in comparison to most large transportation and logistics service providers, which maintain significant properties and sizable fleets of owned tractors and trailers.

During the ~~thirty-nine~~twenty-six weeks ended ~~September 30, 2017,~~July 4, 2020, our capital expenditures totaled ~~$46.7~~$42.4 million. These expenditures primarily consisted of real estate, transportation equipment and investments in support of our value-added service operations. Our asset-light business model depends somewhat on the customized solutions we implement for specific customers. As a result, our capital expenditures will depend on specific new contracts and the overall age and condition of our owned transportation equipment. To improve our liquidity during the COVID-19 pandemic, we deferred a portion of our capital expenditures to the second half of the year. Through the ~~end~~remainder of ~~2017,~~2020, exclusive of any acquisitions of businesses, we expect our capital expenditures to be in the range of 3%8% to 4%9% of operating revenues. We expect to make these capital expenditures for the acquisition of transportation equipment, ~~to support our more dynamic approach to fleet management,~~ to support our new and existing value-added service operations, and for the acquisition of real property and improvements to our existing terminal yard and ~~container~~ facilities.

We have a cash dividend policy ~~which~~that anticipates a ~~total annual~~regular dividend of ~~$0.28~~$0.42 per share of common stock, payable in quarterly increments of ~~$0.07~~$0.105 per share of common stock. ~~We paid $0.28 per common share, or $8.0 million,~~After taking into account the regular quarterly dividends made during the year, our Board of Directors also evaluates the potential declaration of an annual special dividend payable in the first quarter of each year. During the year ended December 31, ~~2016. On October 26, 2017,~~2019, we paid a total of $0.53 per common share, or $15.0 million. Given the current operating environment and the uncertainty caused by the COVID-19 pandemic, on April 30, 2020, our Board of Directors ~~declared a~~temporarily suspended our regular quarterly ~~cash dividend of $0.07 per share of common stock, which is payable to shareholders of record at the close of business on November 6, 2017 and is expected to be paid on November 16, 2017.~~dividend. Future dividend policy and the payment of dividends, if any, will be determined by the

Board of Directors in light of circumstances then existing, including our earnings, financial condition and other factors deemed relevant by the Board of Directors.

~~We expect that~~While operating cash flows may be negatively impacted by the pandemic, the Company believes we will be able to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and loans and extensions of credit under our credit facilities and on margin against our marketable securities. Should the impact of the COVID-19 pandemic last longer than anticipated, and/or our cash flow from operations ~~working~~decline more than expected, we may need to obtain additional financing. The Company’s ability to fund future operating expenses and capital ~~and available borrowings~~expenditures, as well as its ability to meet future debt service obligations or refinance indebtedness will depend on future operating performance, which will be sufficient to meet our capital commitments, to fund our operational needs for at least the next twelve months, and to fund mandatory debt repayments. Based on the availability of borrowings under our credit facilities, borrowings against our marketable security portfolioaffected by general economic, financial, and other ~~financing sources, and assuming the continuation of~~factors beyond our ~~current level of profitability, we do not expect that we will experience any liquidity constraints in the foreseeable future.~~control.

We continue to evaluate business development opportunities, including potential acquisitions that fit our strategic plans. There can be no assurance that we will identify any opportunities that fit our strategic plans or will be able to execute any such opportunities on terms acceptable to us. Depending on the prospective consideration to be paid for an acquisition, any such opportunities would be financed first from available cash and cash equivalents and availability of borrowings under our credit facilities.

Our ~~ABL Facility~~secured credit facility (the “Credit Facility”) provides for maximum borrowings of ~~$120~~$350 million in the form of a $150 million term loan and a $200 million revolver at a variable rate of interest based on LIBOR or a base rate and matures on ~~December 23, 2020.~~November 26, 2023. The ~~ABL~~Credit Facility, which is secured by cash, deposits, ~~and~~ accounts receivable, and selected other assets of ~~our borrowing subsidiaries,~~the applicable borrowers, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ~~ratio~~and leverage ratios, and customary mandatory prepayments provisions. Our Credit Facility includes an accordion feature which allows us to ~~be maintained after a triggering event. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period.~~increase availability by up to $100 million upon our request. At ~~September 30, 2017,~~July 4, 2020, we were in compliance with all covenants under the ~~ABL~~Credit Facility, and ~~$40.5 million was available for borrowing.~~

One of our wholly-owned subsidiaries, Westport Axle Corporation, has a secured credit facility (the “Westport Facility”) that allows maximum borrowings of $60 million in the form of a $40 million term loan and a $20 million revolver. Borrowings under the Westport Facility, which matures on December 23, 2020, accrue interest at a variable interest rate based on LIBOR or a base rate and are secured by all of Westport’s assets. Universal becomes a guarantor upon the occurrence of certain events specified in the Westport Facility. Borrowings are repaid in part quarterly with the balance due at maturity. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. The Westport Facility includes

~~customary affirmative and negative covenants and events of default. At September 30, 2017, we were in compliance with all covenants, and $13.7~~$110.0 million was available for borrowing.

A ~~wholly-owned~~wholly owned subsidiary issued a series of promissory notes in order to finance transportation equipment (the “Equipment Financing”). The notes issued in connection with the Equipment Financing, which are secured by liens on ~~selected~~specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from ~~3.18%~~2.78% to ~~4.11%~~5.13%. ~~At September 30, 2017, we were in compliance with all covenants.~~

A ~~wholly-owned~~wholly owned subsidiary issued a series of promissory notes in order to finance certain purchases of real property (the “Real Estate Financing”). The promissory notes, ~~issued in connection with the Real Estate Financing require monthly payments of principal and accrued interest until their maturity on June 30, 2026. The notes~~which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, ~~included~~include certain affirmative and negative covenants and are generally payable in a collateral pool specified in the security documents. The Real Estate Financing includes an additional promissory note that is secured by other real property and improvements and matures on September 5, 2026.120 monthly installments. Each of the notes bears interest at variable rates ranging from LIBOR plus 1.85% to LIBOR plus 2.25%. At ~~September 30, 2017,~~July 4, 2020, we were in compliance with all covenants.

We also maintain a short-term line of credit secured by our portfolio of marketable securities (the “Margin Facility”). It bears interest at LIBOR plus 1.10%. The amount available under the Margin Facility is based on a percentage of the market value of the underlying securities. We did not have any amounts ~~outstanding under~~advanced against the ~~Margin Facility at September 30, 2017,~~line as of July 4, 2020, and the maximum available borrowings were ~~$7.0~~$4.9 million.

At ~~September 30, 2017,~~July 4, 2020, we had cash and cash equivalents of ~~$2.9~~$7.7 million compared to ~~$1.8~~$8.0 million at December 31, ~~2016. Net~~2019. Operating activities provided $108.4 million in net cash, ~~provided by operating activities was $70.4 million, while~~and we used ~~$45.1~~$40.2 million in investing activities and ~~$24.5~~$64.9 million in financing activities.

The ~~$70.4~~$108.4 million in net cash provided by operations was primarily attributed to ~~$3.8~~$18.3 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, gains on marketable equity securities and equipment sales, amortization of debt issuance costs, stock-based compensation, provisions for doubtful accounts and a change in deferred income taxes totaling ~~$29.9~~$54.3 million, net. Net cash provided by operating activities also reflects an aggregate decrease in net working capital totaling ~~$36.7~~$35.7 million. The ~~aggregate~~decrease in accounts receivable due to lower revenues and increases in accounts payable, accrued expenses and other current liabilities, and affiliated transactions were the primary drivers behind the decrease in working ~~capital is primarily the result of an increase~~capital. These decreases were partially offset by principal reductions in ~~trade accounts payable outstanding at the end of the period, increases in accruals made for on-going litigation, and~~operating lease liabilities, decreases in prepaid expenses and other ~~assets. The decrease was partially offset by an increase~~assets, and increases in ~~trade receivables attributable to higher revenues.~~other long-term liabilities. Affiliate transactions increased net cash provided by operating activities ~~during the thirty-nine weeks ended September 30, 2017~~ by ~~$1.8~~$1.7 million. The increase ~~consisted~~in net cash resulted from a decrease in accounts receivable from affiliates of $0.8 million and an increase in accounts payable to affiliates of ~~$2.0 million, while accounts receivable from affiliates increased $0.2~~$0.9 million.

The ~~$45.1~~$40.2 million in net cash used in investing activities consisted of ~~$46.7~~$42.4 million in capital expenditures ~~partially offset by $0.7 million in proceeds from equipment sales~~ and ~~$1.3 million in proceeds from sales of marketable securities. Purchases~~purchases of marketable securities totaling $0.4 million. These uses were partially offset by $2.5 million ~~during~~in proceeds from the ~~period.~~ sale of equipment.

We ~~also~~ used ~~$24.5~~$64.9 million in ~~net~~financing activities during the twenty-six weeks ended July 4, 2020. During the period, we paid cash ~~in financing activities. We~~dividends of $5.7 million and repurchased $5.0 million of treasury stock. At July 4, 2020, we had outstanding borrowings totaling ~~$244.9~~$405.6 million ~~at September 30, 2017~~ compared to ~~$262.8~~$459.7 million at December 31, ~~2016, a net decrease of $17.9 million.~~2019. We made ~~$266.4~~net repayments on our revolving lines of credit and margin facility totaling $61.3 million ~~of principal repayments~~ and borrowed ~~$248.5~~an additional $35.3 million ~~including $24.7 million in~~for new equipment ~~notes. During~~and real estate. We also made term loan, and equipment and real estate note payments totaling $28.2 million during the ~~period we also paid cash dividends of $6.0 million and made $0.6 million of common stock repurchases.~~ period.

A summary of critical accounting policies is presented in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies," of our Form 10-K for the year ended December 31, ~~2016.~~2019. There have been no changes in our accounting policies during the thirteen weeks ended ~~September 30, 2017.~~July 4, 2020.

Generally, demand for our value-added services delivered to existing customers increases during the second calendar quarter of each year as a result of the automotive industry’s spring selling season and decreases during the third quarter of each year due to the impact of scheduled OEM customer plant shutdowns in July and August for vacations and changeovers in production lines for new model years. Our value-added services business is also impacted in the fourth quarter by plant shutdowns during the December holiday period. However, due to the COVID-19 pandemic and its impact on North American automotive manufacturing, we may not experience normal seasonal demand for our services supporting the automotive production and selling cycles during the current year. Prolonged adverse weather conditions, particularly in winter months, can also adversely impact margins due to productivity declines and related challenges meeting customer service requirements.

Additionally, our transportation services business, excluding dedicated transportation tied to specific customer supply chains, is generally impacted by decreased activity during the post-holiday winter season and, in certain states during hurricane season, because some shippers reduce their shipments and inclement weather impedes trucking operations or underlying customer demand.

There have not been any material changes to the Company’s market risk during the thirteen weeks ended ~~September 30, 2017.~~July 4, 2020. For additional information, please see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15or 15d-15of the Securities Exchange Act of 1934, as amended (or the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2017,~~July 4, 2020, our disclosure controls and procedures were effective in causing the material information required to be disclosed in the reports that it files or submits under the Exchange Act (i) to be recorded, processed, summarized and reported, to the extent applicable, within the time periods required for us to meet the Securities and Exchange Commission’s (or SEC) filing deadlines for these reports specified in the SEC’s rules and forms and (ii) to be accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting during the thirteen weeks ended ~~September 30, 2017~~July 4, 2020 identified in connection with our evaluation that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

On October 16, 2017, a jury in state court in Cook County, Illinois rendered a verdict of $54.2 million against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a result of the accident, the plaintiff sustained non-life threatening injuries. In connection with the verdict, the jury determined that UACL was responsible for the liability associated with the accident, with UACL and the other co-defendants being jointly responsible for 40% of the compensatory damages. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $18.2 and $53.2 million. We intend to file motions in the trial court seeking judgment in UACL’s favor on certain claims that are the subject of the verdict, and for a new trial on others. We believe the facts and the law do not support the jury’s findings of liability against UACL, and we intend to appeal the verdict to the extent the circuit court does not set it aside as a result of these motions. Based on the Company’s best estimate of the liability at this time, the Company has recorded additional insurance and claims expense of $15.6 million increasing the total accrual for this matter to $18.2 million. While it is not feasible to predict with any certainty the outcome of this litigation, its ultimate resolution could be material to our cash flows and results of operations.

The Company is a plaintiff in a lawsuit that was filed on June 11, 2015 against, among others, Dalton Logistics, Inc. in the United States District Court for the Southern District of Texas. We are seeking approximately $1.9 million in damages from a debtor relating to its unpaid freight charges. In response to our filing of the complaint, the shareholders of Dalton filed a counterclaim against the Company alleging that the Company, in connection with certain unrelated negotiations with the defendant, breached an alleged agreement to acquire Dalton. The respective claims proceeded to trial and, on July 21, 2017, a jury returned two separate verdicts: One in favor of Universal for $1.9 million, and a second in favor of the defendant for approximately $5.7 million. The Company currently estimates the possible range of financial exposure in the matter to be between $0 and $3.8 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of $1.8 million. The Company is awaiting entry of a final judgment and assessing its post-trial and appellate strategies. While the outcome of these claims cannot be predicted with any certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations or cash flows.

The Company is involved in certain ~~other~~ claims and pending litigation ~~incidental to~~arising from the ordinary ~~course~~conduct of business. We also provide accruals for claims within our ~~business, primarily involving claims for personal injury and property damage incurred in the transportation of freight.~~self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we ~~believe all such litigation is adequately~~experience claims that are not covered by our insurance or ~~otherwise reserved for~~that exceed our estimated claim reserve, it could increase the volatility of our earnings and ~~that adverse results in one or more of those cases would not~~ have a materially adverse effect on our financial condition, ~~operating~~ results of operations or cash flows.

~~There~~Except as noted below, 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, ~~2016.~~2019.

The coronavirus outbreak or other similar outbreaks could negatively impact our financial condition, liquidity, results of operations, and cash flows.

The outbreak of the novel coronavirus (COVID-19), and any other outbreaks of contagious diseases or other adverse public health developments, could have a materially adverse effect on our financial condition, liquidity, results of operations, and cash flows. The rapid spread of COVID-19 has resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home orders, increased border security and closures. These measures and the public health concerns resulting from the outbreak have severely disrupted economic and commercial activity. The resulting impact on domestic and global supply chains has caused slowdowns and reduced freight demand for transportation companies such as ours. Because we have a significant concentration of customers within the automotive industry, our revenues have been significantly affected by the closure of North American automotive and heavy-truck manufacturing facilities beginning in late March. Although most automotive and heavy-truck operations have resumed production, additional closures and other consumer activity affecting our customers and any future wave of the virus or other similar outbreaks could further adversely affect our business. A significant portion of our revenue is also provided by a network of agents and owner-operators located throughout the United States and in Ontario, Canada. As the COVID-19 virus continues to spread in areas we service, a significant impact to our network due to illness or government restrictions could have a material adverse effect on our ability to service our customers and on our business and results of operations. In addition, the implementation of measures to protect the health and safety of our employees, customers, vendors and the general public may disrupt our ability to efficiently manage personnel and operations and to recruit and retain driver and non-driver personnel, which could have a materially adverse effect on our operating results. Further, negative financial results, an economic downturn or uncertainty, or a tightening of credit markets caused by COVID-19 or other similar outbreaks could have a material adverse effect on our liquidity and our ability to effectively meet our short- and long-term financial obligations.

Our information technology systems are subject to certain cyber risks and disasters that are beyond our control.

We depend heavily on the proper functioning and availability of our information, communications, and data processing systems, including operating and financial reporting systems, in operating our business. Our systems and those of our technology and communications providers are vulnerable to interruptions caused by natural disasters, power loss, telecommunication and internet failures, cyber-attack, and other events beyond our control. Accordingly, information security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us.

We have been, and in the future may be, subject to cybersecurity and malware attacks and other intentional hacking. Any failure to identify and address or to prevent a cyber- or malware-attack could result in service interruptions, operational difficulties, loss of revenues or market share, liability to our customers or others, the diversion of corporate resources, injury to our reputation and increased service and maintenance costs. In June 2020, we experienced a ransomware cyber-attack affecting certain of our network systems. We are currently investigating the attack, including the scope of transferred or extracted data, and continuing to assess the financial and other effects of this incident, which could have an adverse impact on our business, results of operations and reputation.

The following table provides information regarding the Company’s purchases of its common stock during the period from April 5, 2020 to July ~~2, 2017 to September 30, 2017,~~4, 2020, the Company’s ~~first~~second fiscal quarter:

~~On June 30, 2014, the Company announced that it had been authorized to purchase up to 800,000 shares of its common~~(1) The Company’s stock ~~from time to time in the open market. As of September 30, 2017, the Company may purchase 776,733 shares of its common stock under this authorization. No specific~~repurchase program does not have an expiration ~~date has been assigned to the authorization.~~date.

Included in the table above is also 2,850 shares of common stock acquired on August 28, 2017 by the Company from an employee for $44,175 upon exercising its right of first refusal pursuant to a restricted stock bonus award agreement.

The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form 10-Q.

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.


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

	Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding (Losses)			Fair Value
At September 30, 2017
Equity Securities	$	10,231	$	4,991	$	(574	)	$	14,648

At December 31, 2016
Equity Securities	$	10,168	$	4,780	$	(589	)	$	14,359

	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
At September 30, 2017
Equity securities	$	988	$	75	$	1,428	$	499	$	2,416	$	574

At December 31, 2016
Equity securities	$	426	$	41	$	2,438	$	548	$	2,864	$	589

	September 30, 2017		December 31, 2016

Payroll related items	$	9,718	$	8,379
Driver escrow liabilities		3,728		7,601
Commissions, taxes and other		11,362		3,785
Total	$	24,808	$	19,765

	July 4, 2020			December 31, 2019
Fair value	$	7,195		$	9,369
Cost		9,729			8,136
Unrealized gain (loss)	$	(2,534	)	$	1,233

	July 4, 2020			December 31, 2019
Gross unrealized gains	$	47		$	1,337
Gross unrealized losses		(2,581	)		(104	)
Net unrealized gains (losses)	$	(2,534	)	$	1,233

Balance as of January 1, 2020	$	168,451
Purchase accounting adjustments		1,588
Balance as of July 4, 2020	$	170,039

Fiscal Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares that May Yet be Purchased Under the Plans or Program
July 2, 2017 - July 29, 2017		-	$	-		-		800,000
July 30, 2017 - Aug. 26, 2017		-		-		-		800,000
Aug. 27, 2017 - Sept. 30, 2017		26,117		19.79		23,267		776,733
Total		26,117	$	19.79		23,267		776,733

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on November 15, 2004)

3.2		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3(i)-1 and 3(i)-2 to the Registrant’s Current Report on Form 8-K filed on November 1, 2012)

3.3		Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 2, 2016)

3.4		~~Fourth~~Fifth Amended and Restated Bylaws, ~~as amended~~ effective ~~April 28, 2016~~December 13, 2019 (incorporated by reference to Exhibit ~~3.2~~3.1 to the Registrant’s Current Report on Form 8-K filed on ~~May 2, 2016)~~December 16, 2019)

4.1		Amended and Restated Registration Rights Agreement among the Registrant, Matthew T. Moroun, the Manuel J. Moroun Revocable Trust and the M.J. Moroun 2012 Annuity Trust (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 26, 2012).

~~10.1~~		~~First Amendment to Credit Agreement between Westport Axle Corp. and Comerica Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2017).~~

~~10.2~~		Second Amendment to Credit Agreement between Westport Axle Corp. and Comerica Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2017).

31.1*		Chief Executive Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Chief Financial Officer certification, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Chief Executive Officer and Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Schema Document

101.CAL*		Inline XBRL Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Labels Linkbase Document

101.PRE*		Inline XBRL Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

		Universal Logistics Holdings, Inc.
		(Registrant)

Date: ~~November 9, 2017~~August 13, 2020	By:	/s/ Tim Phillips
		Tim Phillips Chief Executive Officer

Date: August 13, 2020	By:	/s/ Jude Beres
		Jude Beres Chief Financial Officer

~~Date: November 9, 2017~~	~~By:~~	~~/s/ Jeff Rogers~~
		~~Jeff Rogers~~ ~~Chief Executive Officer~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company