(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

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

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 August ~~8, 2022,~~7, 2023, was ~~26,277,549.~~26,287,973.


	July 2, 2022			December 31, 2021			July 1, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	14,683		$	13,932		$	65,014		$	47,181
Marketable securities		8,237			8,031			10,107			10,000
Accounts receivable – net of allowance for doubtful accounts of $11,667 and $7,841, respectively		400,017			341,398
Accounts receivable – net of allowance for credit losses of $14,019 and $14,308, respectively								317,254			350,720
Other receivables		24,636			26,318			24,910			25,146
Prepaid expenses and other		33,613			30,209			28,489			25,629
Due from affiliates		1,443			807			2,124			976
Total current assets		482,629			420,695			447,898			459,652
Property and equipment – net of accumulated depreciation of $356,211 and $333,833, respectively		343,729			345,583
Property and equipment – net of accumulated depreciation of $347,388 and $352,231, respectively								438,663			391,154
Operating lease right-of-use asset		106,149			105,859			100,093			99,731
Goodwill		170,730			170,730			170,730			170,730
Intangible assets – net of accumulated amortization of $114,586 and $107,461, respectively		81,224			88,349
Intangible assets – net of accumulated amortization of $128,205 and $121,843, respectively								67,604			73,967
Deferred income taxes		2,060			2,060			1,394			1,394
Other assets		4,945			4,215			8,984			7,050
Total assets	$	1,191,466		$	1,137,491		$	1,235,366		$	1,203,678
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	118,650		$	117,837		$	76,730		$	87,138
Current portion of long-term debt		52,448			61,160			70,038			65,303
Current portion of operating lease liabilities		28,259			24,566			29,614			28,227
Accrued expenses and other current liabilities		43,953			43,627			41,774			43,106
Insurance and claims		39,770			43,357			31,708			30,574
Due to affiliates		14,232			17,839			27,259			20,627
Income taxes payable		10,539			4,323			9,154			11,926
Total current liabilities		307,851			312,709			286,277			286,901
Long-term liabilities:
Long-term debt, net of current portion		362,868			366,188			308,005			313,197
Operating lease liabilities, net of current portion		83,584			85,984			77,013			77,600
Deferred income taxes		61,250			61,250			69,585			69,585
Other long-term liabilities		8,946			9,150			5,096			9,465
Total long-term liabilities		516,648			522,572			459,699			469,847
Shareholders' equity:
Common stock, no par value. Authorized 100,000,000 shares; 30,995,734 and 30,986,702 shares issued; 26,277,549 and 26,919,455 shares outstanding, respectively		30,995			30,988
Common stock, no par value. Authorized 100,000,000 shares; 31,006,629 and 30,996,205 shares issued; 26,287,973 and 26,277,549 shares outstanding, respectively								31,006			30,997
Paid-in capital		4,794			4,639			5,094			4,852
Treasury stock, at cost; 4,718,185 and 4,067,247 shares, respectively		(96,690	)		(82,385	)
Treasury stock, at cost; 4,718,656 shares								(96,706	)		(96,706	)
Retained earnings		437,182			356,071			556,511			513,589
Accumulated other comprehensive (loss):
Interest rate swaps, net of income taxes of $(193) and $(60), respectively		(567	)		(178	)
Interest rate swaps, net of income taxes of $816 and $726, respectively								2,418			2,156
Foreign currency translation adjustments		(8,747	)		(6,925	)		(8,933	)		(7,958	)
Total shareholders’ equity		366,967			302,210			489,390			446,930
Total liabilities and shareholders’ equity	$	1,191,466		$	1,137,491		$	1,235,366		$	1,203,678


	Thirteen Weeks Ended						Twenty-six Weeks Ended						Thirteen Weeks Ended						Twenty-six Weeks Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Operating revenues:
Truckload services	$	61,061		$	58,880		$	118,544		$	118,582		$	51,860		$	61,061		$	98,261		$	118,544
Brokerage services		101,929			102,532			209,101			199,451			60,325			101,929			128,998			209,101
Intermodal services		156,865			106,601			314,478			210,318			91,585			156,865			202,611			314,478
Dedicated services		79,452			50,396			154,938			98,357			86,069			79,452			171,301			154,938
Value-added services		127,875			104,374			253,982			211,307			122,733			127,875			248,797			253,982
Total operating revenues		527,182			422,783			1,051,043			838,015			412,572			527,182			849,968			1,051,043
Operating expenses:
Purchased transportation and equipment rent		227,215			198,031			459,346			387,363			139,879			227,215			295,964			459,346
Direct personnel and related benefits		127,334			111,000			264,002			218,552			138,046			126,746			277,138			262,840
Operating supplies and expenses		46,027			32,713			88,151			69,805			41,101			46,027			87,290			88,151
Commission expense		10,757			8,570			20,780			15,894			7,643			10,757			15,815			20,780
Occupancy expense		10,001			9,389			20,196			17,569			11,041			10,001			22,193			20,196
General and administrative		11,541			9,693			21,603			18,869			13,418			12,129			25,334			22,765
Insurance and claims		2,598			5,735			11,180			12,070			5,889			2,598			13,968			11,180
Depreciation and amortization		27,058			16,339			43,286			35,424			19,160			27,058			37,675			43,286
Total operating expenses		462,531			391,470			928,544			775,546			376,177			462,531			775,377			928,544
Income from operations		64,651			31,313			122,499			62,469			36,395			64,651			74,591			122,499
Interest income		6			14			6			32			621			6			1,373			6
Interest expense		(3,925	)		(2,940	)		(6,358	)		(6,121	)		(5,742	)		(3,925	)		(11,469	)		(6,358	)
Other non-operating income (expense)		(823	)		6,079			130			7,085			284			(823	)		299			130
Income before income taxes		59,909			34,466			116,277			63,465			31,558			59,909			64,794			116,277
Income tax expense		15,210			8,862			29,570			16,205			7,992			15,210			16,352			29,570
Net income	$	44,699		$	25,604		$	86,707		$	47,260		$	23,566		$	44,699		$	48,442		$	86,707
Earnings per common share:
Basic	$	1.69		$	0.95		$	3.25		$	1.76		$	0.90		$	1.69		$	1.84		$	3.25
Diluted	$	1.69		$	0.95		$	3.25		$	1.75		$	0.90		$	1.69		$	1.84		$	3.25
Weighted average number of common shares outstanding:
Basic		26,453			26,919			26,660			26,918			26,287			26,453			26,284			26,660
Diluted		26,468			26,936			26,668			26,933			26,308			26,468			26,312			26,668
Dividends declared per common share	$	0.105		$	0.105		$	0.210		$	0.210		$	0.105		$	0.105		$	0.210		$	0.210


	Twenty-six Weeks Ended						Twenty-six Weeks Ended
	July 2, 2022			July 3, 2021			July 1, 2023			July 2, 2022
Cash flows from operating activities:
Net income	$	86,707		$	47,260		$	48,442		$	86,707
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		43,286			35,424			37,675			43,286
Noncash lease expense		14,337			12,873			15,295			14,337
Gain on marketable equity securities		(92	)		(1,384	)		(199	)		(92	)
Gain on disposal of property and equipment		(2,743	)		(721	)		(1,519	)		(2,743	)
Amortization of debt issuance costs		207			240			378			207
Write-off of debt issuance costs		583			—			—			583
Stock-based compensation		162			162			251			162
Provision for doubtful accounts		5,501			2,597
Provision for credit losses								4,116			5,501
Deferred income taxes		133			(21	)		—			133
Change in assets and liabilities:
Trade and other accounts receivable		(64,438	)		(32,999	)		29,518			(64,438	)
Prepaid expenses and other assets		(4,424	)		(2,460	)		(4,509	)		(4,424	)
Principal reduction in operating lease liabilities		(13,085	)		(12,232	)		(15,117	)		(13,085	)
Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable		8,154			7,637
Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities								(10,484	)		8,154
Due to/from affiliates, net		(4,243	)		(2,916	)		5,484			(4,243	)
Other long-term liabilities		(727	)		(4	)		(4,369	)		(727	)
Net cash provided by operating activities		69,318			53,456			104,962			69,318
Cash flows from investing activities:
Capital expenditures		(37,544	)		(16,941	)		(79,842	)		(37,544	)
Proceeds from the sale of property and equipment		5,567			3,878			2,540			5,567
Proceeds from the sale of marketable securities								92			—
Purchases of marketable securities		(114	)		(114	)		—			(114	)
Proceeds from sale of marketable securities		—			117
Net cash used in investing activities		(32,091	)		(13,060	)		(77,210	)		(32,091	)
Cash flows from financing activities:
Proceeds from borrowing - revolving debt		262,065			191,947			—			262,065
Repayments of debt - revolving debt		(274,828	)		(192,820	)		—			(274,828	)
Proceeds from borrowing - term debt		193,926			3,946			33,738			193,926
Repayments of debt - term debt		(192,262	)		(31,276	)		(34,573	)		(192,262	)
Dividends paid		(8,422	)		(8,480	)		(5,520	)		(8,422	)
Capitalized financing costs		(1,723	)		—			—			(1,723	)
Purchases of treasury stock		(14,305	)		—			—			(14,305	)
Net cash used in financing activities		(35,549	)		(36,683	)		(6,355	)		(35,549	)
Effect of exchange rate changes on cash and cash equivalents		(927	)		622			(3,564	)		(927	)
Net increase in cash		751			4,335			17,833			751
Cash and cash equivalents – beginning of period		13,932			8,763			47,181			13,932
Cash and cash equivalents – end of period	$	14,683		$	13,098		$	65,014		$	14,683
Supplemental cash flow information:
Cash paid for interest	$	5,638		$	5,993		$	11,018		$	5,638
Cash paid for income taxes	$	23,368		$	22,909		$	19,511		$	23,368

	Common stock		Paid-in capital		Treasury stock			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balances – December 31, 2020	$	30,981	$	4,484	$	(82,385	)	$	293,643		$	(7,150	)	$	239,573
Net income		—		—		—			21,656			—			21,656
Comprehensive income		—		—		—			—			1,200			1,200
Dividends ($0.105 per share)		—		—		—			(2,865	)		—			(2,865	)
Stock based compensation		7		155					—			—			162
Balances - April 3, 2021		30,988		4,639		(82,385	)		312,434			(5,950	)		259,726
Net income		—		—		—			25,604			—			25,604
Comprehensive income		—		—		—			—			(636	)		(636	)
Dividends ($0.105 per share)		—		—		—			(2,786	)		—			(2,786	)
Balances – July 3, 2021	$	30,988	$	4,639	$	(82,385	)	$	335,252		$	(6,586	)	$	281,908
																	Common stock		Paid-in capital		Treasury stock			Retained earnings			Accumulated other comprehensive income (loss)			Total
Balances – December 31, 2021	$	30,988	$	4,639	$	(82,385	)	$	356,071		$	(7,103	)	$	302,210		$	30,988	$	4,639	$	(82,385	)	$	356,071		$	(7,103	)	$	302,210
Net income		—		—		—			42,008			—			42,008			—		—		—			42,008			—			42,008
Comprehensive income		—		—		—			—			(2,593	)		(2,593	)
Comprehensive income (loss)																		—		—		—			—			(2,593	)		(2,593	)
Dividends ($0.105 per share)																		—		—		—			(2,819	)		—			(2,819	)
Purchases of treasury stock		—		—		(5,254	)		—			—			(5,254	)		—		—		(5,254	)		—			—			(5,254	)
Dividends ($0.105 per share)		—		—		—			(2,819	)		—			(2,819	)
Stock based compensation		7		155		—			—			—			162			7		155		—			—			—			162
Balances - April 2, 2022		30,995		4,794		(87,639	)		395,260			(9,696	)		333,714
Balances – April 2, 2022																	$	30,995	$	4,794	$	(87,639	)	$	395,260		$	(9,696	)	$	333,714
Net income		—		—		—			44,699			—			44,699			—		—		—			44,699			—			44,699
Comprehensive income		—		—		—			—			382			382
Comprehensive income (loss)																		—		—		—			—			382			382
Purchases of treasury stock		—		—		(9,051	)		—			—			(9,051	)		—		—		(9,051	)		—			—			(9,051	)
Dividends ($0.105 per share)		—		—		—			(2,777	)		—			(2,777	)
Balances – July 2, 2022	$	30,995	$	4,794	$	(96,690	)	$	437,182		$	(9,314	)	$	366,967
Dividends ($0.105 per share)																		—		—		—			(2,777	)		—			(2,777	)
Balances - July 2, 2022																	$	30,995	$	4,794	$	(96,690	)	$	437,182		$	(9,314	)	$	366,967

Balances – December 31, 2022																	$	30,997	$	4,852	$	(96,706	)	$	513,589		$	(5,802	)	$	446,930
Net income																		—		—		—			24,876			—			24,876
Comprehensive income (loss)																		—		—		—			—			(909	)		(909	)
Dividends ($0.105 per share)																		—		—		—			(2,759	)		—			(2,759	)
Stock based compensation																		6		155		—			—			—			161
Balances – April 1, 2023																	$	31,003	$	5,007	$	(96,706	)	$	535,706		$	(6,711	)	$	468,299
Net income																		—		—		—			23,566			—			23,566
Comprehensive income (loss)																		—		—		—			—			196			196
Dividends ($0.105 per share)																		—		—		—			(2,761	)		—			(2,761	)
Stock based compensation																		3		87		—			—			—			90
Balances - July 1, 2023																	$	31,006	$	5,094	$	(96,706	)	$	556,511		$	(6,515	)	$	489,390

(1)

Basis of Presentation

~~(1)~~

~~Basis of Presentation~~

The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly-owned subsidiaries (“Universal”) have been prepared by the Company’s management. In these notes, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, ~~2021~~2022 and ~~2020~~2021 and for each of the years in the three-year period ended December 31, ~~2021~~2022 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.

The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended July 1, 2023. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported.

In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment. The change resulted in additional depreciation expense of ~~$9.7~~$9.7 million recorded during the ~~thirteen weeks and twenty-six weeks~~quarter ended July 2, 2022 ($7.2 million net of tax, or ~~$0.27~~$0.27 per basic and diluted share).

In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The Company remains committed to doing its part to protect its employees, customers, vendors and the general public from the spread of COVID-19. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers.

The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the ~~impacts of the COVID-19 pandemic.~~

~~Although we estimate COVID-19 had the largest~~negative impact ~~on our business during the second quarter 2020, we are unable to predict with any certainty the future impact COVID-19 may~~inflationary pressures can have on our ~~operational~~operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and ~~financial performance. The Company will~~other operating costs to continue to ~~monitor these conditions in future periods as new information becomes available and will update its analyses accordingly.~~ increase.

(2)

Revenue Recognition

~~(2)~~

~~Recent Accounting Pronouncements~~

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, 2022. The Company has evaluated the provisions of 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 credit and 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 does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

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 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. The Company is evaluating the new guidance but does not expect it to have a material impact on our consolidated financial statements.

Universal is a holding company that owns subsidiaries engaged in providing customized transportation and logistics services. For financial reporting, we broadly group the services provided by ~~Universal’s~~our consolidated subsidiaries 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. ~~Truckload services also include our final mile and ground expedited services.~~

To complement our available capacity, we provide customers with 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.~~customer.

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

Transportation services are short-term in nature; agreements governing their provision generally have a term of ~~less than~~ one ~~year.~~year or less. 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 that is transferred to a customer over the course of 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 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):

July 2,
2022

December 31,
2021

Prepaid expenses and other - contract assets

$
1,930

$
2,023


	July 1, 2023		December 31, 2022
Prepaid expenses and other - contract assets	$	789	$	839

We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period.

~~UNIVERSAL LOGISTICS HOLDINGS, INC.~~

~~Notes to Unaudited Consolidated Financial Statements - Continued~~

(3)

Marketable Securities

~~(4)~~

~~Marketable Securities~~

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 basis 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 7.6.

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


	July 1, 2023		December 31, 2022
Fair value	$	10,107	$	10,000
Cost basis		7,265		7,351
Unrealized gain	$	2,842	$	2,649

July 2,
2022

December 31,
2021

Fair value

$
8,237

$
8,031

Cost basis

6,540

6,426

Unrealized gain

$
1,697

$
1,605

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

July 2,
2022

December 31,
2021

Gross unrealized gains

$
2,624

$
2,574

Gross unrealized losses

(927
)

(969
)
Net unrealized gains

$
1,697

$
1,605

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

The Company did 0tnot sell marketable equity securities during the thirteen-week or twenty-six week period July 2, 2022.

During the thirteen-week and twenty-six week periods ended July ~~2, 2022, or~~1, 2023, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $121,000 and $108,000, respectively, which was reported in other non-operating income (expense) for the ~~thirteen-week period ended July 3, 2021.~~ period.

During the thirteen-week and twenty-six week periods ended July 2, 2022, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately ~~$(857,000)~~$(857,000) and ~~$92,000,~~$92,000, respectively, which was reported in other non-operating income (expense) for the period.

(4)

Accrued Expenses and twenty-six week periods ended July 3, 2021, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $385,000 and $1,359,000, respectively, which was reported in other non-operating income (expense) for the period.

~~UNIVERSAL LOGISTICS HOLDINGS, INC.~~

~~Notes to Unaudited Consolidated Financial Statements - Continued~~

Other Current Liabilities

~~(5)~~

~~Accrued Expenses and Other Current Liabilities~~

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


	July 1, 2023		December 31, 2022
Accrued payroll	$	18,917	$	15,889
Accrued payroll taxes		3,041		2,124
Driver escrow liabilities		3,983		4,101
Legal settlements and claims		4,850		5,850
Commissions, other taxes and other		10,983		15,142
Total	$	41,774	$	43,106

July 2,
2022

December 31,
2021

Accrued payroll

$
15,953

$
13,645

Accrued payroll taxes

7,316

7,132

Driver escrow liabilities

3,776

3,754

Legal settlements and claims

9,350

9,350

Commissions, other taxes and other

7,558

9,746

Total

$
43,953

$
43,627

(5)

Debt

~~(6)~~

~~Debt~~

Debt is comprised of the following (in thousands):

Interest Rates
at July 2, 2022

July 2,
2022

December 31,
2021

Outstanding Debt:

Revolving Credit Facility (1)

3.29%

$
150,494

$
163,257

Equipment Financing (2)

2.25% to 5.13%

104,254

103,298

Real Estate Facility (3)

3.65%

162,594

—

Margin Facility (4)

2.89%

—

—

Debt paid upon refinancing:

Term Loan (1) (3)

NA

—

120,000

Real Estate Notes (3)

NA

—

41,887

Unamortized debt issuance costs

(2,026
)

(1,094
)

415,316

427,348

Less current portion of long-term debt

52,448

61,160

Total long-term debt, net of current portion

$
362,868

$
366,188

(1) Our Revolving Credit Facility provides for maximum borrowings of $350 million in the form of a $200 million revolver, and it previously included a $150 million term loan. Borrowings under the Revolving Credit Facility may be made until and mature on November 26, 2023, and they ~~bear interest at LIBOR or a base rate plus an applicable margin for each based the Company’s leverage ratio. The t~~

Interest Rates
at July 1, 2023

July 1,
2023

December 31,
2022

Outstanding Debt:

Revolving Credit Facility (1) (2)

6.49%

$
—

$
—

UACL Credit Agreement (2)

Term Loan

7.24%

77,000

79,000

Revolver

7.24%

—

—

Equipment Financing (3)

2.25% to 7.27%

157,610

148,177

Real Estate Facility (4)

7.26%

147,437

155,705

Margin Facility (5)

6.24%

—

—

Unamortized debt issuance costs

(4,004
)

(4,382
)

378,043

378,500

Less current portion of long-term debt

70,038

65,303

Total long-term debt, net of current portion

$
308,005

$
313,197

(1) On September 30, 2022, we amended our Revolving Credit Facility by increasing the revolving credit commitment to up to $400.0 million. Borrowings under the Revolving Credit Facility may now be made until maturity on September 30, 2027, and they bear interest at index-adjusted SOFR or a base rate plus an applicable margin for each based on the Company’s leverage ratio. The term loan proceeds were advanced on November 27, 2018, and the Company repaid in full its then outstanding balance on the term loan on April 29, 2022. The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At July 1, 2023, we were in compliance with all covenants under the facility, and $400.0 million was available for borrowing on the revolver.

9~~erm loan proceeds were advanced on November 27, 2018, and on April 29, 2022, the Company repaid in full its then outstanding balance on the term loan.~~ The Revolving Credit Facility is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At July 2, 2022, we were in compliance with all covenants under the facility, and $49.5 million was available for borrowing on the revolver.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

~~(6)~~

(5)

Debt – continued

(2) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25% to 5.13%.

(3) Our Real Estate Facility provides for a $165.4 million term loan, the full amount of which was advanced on April 29, 2022. The Company used the facility’s proceeds to repay the outstanding balances under the term loan portion of the Revolving Credit Facility and certain other Real Estate Financing obligations. The facility matures on April 29, 2032. Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10%. The facility bears interest at Term SOFR, plus an applicable margin equal to 2.12%. ~~At July 2, 2022, we were in compliance with all covenants under the facility.~~

(2) Our UACL Credit and Security Agreement (the “UACL Credit Agreement”) provides for maximum borrowings of $90 million in the form of an $80.0 million term loan and a $10.0 million revolver. Term loan proceeds were advanced on September 30, 2022 and used to repay existing indebtedness under the Revolving Credit Facility. The term loan matures on September 30, 2027 and will be repaid in consecutive quarterly installments, as defined in the UACL Credit Agreement, commencing December 31, 2022. The remaining term loan balance is due at maturity. Borrowings under the revolving credit facility may be made until maturity on September 30, 2027. Borrowings under the UACL Credit Agreement bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin for each based on the borrower’s leverage ratio. The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At July 1, 2023, $10.0 million was available for borrowing on the revolver, and the borrowers were in compliance with all covenants under the facility, provided that compliance with the fixed charge coverage ratio required application of a $2 million equity cure by Universal Logistics Holdings, Inc. as permitted by the agreement. After giving effect to application of net cash proceeds comprising the cure amount and recalculation of the financial covenant, the borrowers were in compliance with the fixed charge coverage ratio at July 1, 2023.

(3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary and a third party. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60monthly installments and bear interest at fixed rates ranging from 2.25% to 7.27%.

(4) Our Real Estate Facility provides for a $165.4 million term loan, the full amount of which was advanced on April 29, 2022. The Company used the facility’s proceeds to repay then existing balances under a term loan portion of the Revolving Credit Facility and certain other real estate financing obligations. The facility matures on April 29, 2032. Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10%. The facility bears interest at Term SOFR, plus an applicable margin equal to 2.12%. At July 1, 2023, we were in compliance with all covenants under the facility.

(5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at ~~LIBOR~~Term SOFR plus ~~1.10%~~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 ~~2, 2022,~~1, 2023, the maximum available borrowings under the line of credit were ~~$4.6~~$5.2 million.

The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88%. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $98.3 million. At July 2, 2022, the fair value of the swap agreement was a liability of $0.8 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 7 for additional information pertaining to interest rate swaps.

The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88%. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027, and an amortizing notional amount of $88.3 million. At July 1, 2023, the fair value of the swap agreement was an asset of $3.2 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 6 for additional information pertaining to interest rate swaps.

FASB 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):

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

Our Revolving Credit Facility and our Real Estate Facility consist of variable rate borrowings. We categorize these borrowings as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our 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 as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at July ~~2, 2022~~1, 2023 is summarized as follows:

Carrying Value

Estimated Fair
Value

Equipment promissory notes

$
104,254

$
102,330


	Carrying Value		Estimated Fair Value

Equipment promissory notes	$	157,610	$	155,058

(7)

Leases ~~requires us~~

As of July 1, 2023, our obligations under operating lease arrangements primarily relate to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment for which we 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.~~sheet. 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 2, 2022, 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 ~~2, 2022,~~1, 2023, 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 1, 2023 and July 2, 2022 ~~and July 3, 2021~~ (in thousands):


	Thirteen Weeks Ended July 1, 2023
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	2,368	$	6,836		$	9,204
Short-term lease cost		19		4,921			4,940
Variable lease cost		223		834			1,057
Sublease income		—		—			—
Total lease cost	$	2,610	$	12,591		$	15,201

	Thirteen Weeks Ended July 2, 2022
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	2,371	$	6,214		$	8,585
Short-term lease cost		630		2,195			2,825
Variable lease cost		221		784			1,005
Sublease income		—		(28	)		(28	)
Total lease cost	$	3,222	$	9,165		$	12,387

Thirteen weeks ended July 2, 2022

With Affiliates

With Third Parties

Total

Lease cost

Operating lease cost

$
2,371

$
6,214

$
8,585

Short-term lease cost

630

2,195

2,825

Variable lease cost

221

784

1,005

Sublease income

-

(28
)

(28
)
Total lease cost

$
3,222

$
9,165

$
12,387

Thirteen weeks ended July 3, 2021

With Affiliates

With Third Parties

Total

Lease cost

Operating lease cost

$
2,514

$
5,840

$
8,354

Short-term lease cost

26

2,840

2,866

Variable lease cost

210

799

1,009

Sublease income

-

(265
)

(265
)
Total lease cost

$
2,750

$
9,214

$
11,964

1312

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

~~(8)~~

(7)

Leases – continued


	Twenty-six Weeks Ended July 1, 2023
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	4,779	$	13,455		$	18,234
Short-term lease cost		26		8,950			8,976
Variable lease cost		422		1,433			1,855
Sublease income		—		—			—
Total lease cost	$	5,227	$	23,838		$	29,065

	Twenty-six Weeks Ended July 2, 2022
	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	4,723	$	12,492		$	17,215
Short-term lease cost		1,277		6,435			7,712
Variable lease cost		415		1,691			2,106
Sublease income		—		(113	)		(113	)
Total lease cost	$	6,415	$	20,505		$	26,920

Twenty-six weeks ended July 2, 2022

With Affiliates

With Third Parties

Total

Lease cost

Operating lease cost

$
4,723

$
12,492

$
17,215

Short-term lease cost

1,277

6,435

7,712

Variable lease cost

415

1,691

2,106

Sublease income

-

(113
)

(113
)
Total lease cost

$
6,415

$
20,505

$
26,920

Twenty-six weeks ended July 3, 2021

With Affiliates

With Third Parties

Total

Lease cost

Operating lease cost

$
5,041

$
11,642

$
16,683

Short-term lease cost

27

3,996

4,023

Variable lease cost

420

1,388

1,808

Sublease income

-

(1,024
)

(1,024
)
Total lease cost

$
5,488

$
16,002

$
21,490

The following table summarizes other lease related information as of and for the twenty-six week periods ended July 1, 2023 and July 2, 2022 ~~and July 3, 2021~~ (in thousands):


	July 1, 2023
	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	4,706		$	13,315		$	18,021
Right-of-use assets obtained in exchange for new operating lease liabilities	$	145		$	13,897		$	14,042
Right-of-use assets change due to lease termination	$	(64	)	$	(66	)	$	(130	)
Weighted-average remaining lease term (in years)		4.6			3.6			3.9
Weighted-average discount rate		7.3	%		5.3	%		5.9	%

	July 2, 2022
	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	4,559		$	11,265		$	15,824
Right-of-use assets obtained in exchange for new operating lease liabilities	$	545		$	15,493		$	16,038
Right-of-use assets change due to lease termination	$	—		$	(1,370	)	$	(1,370	)
Weighted-average remaining lease term (in years)		5.3			4.0			4.4
Weighted-average discount rate		6.6	%		4.7	%		5.4	%

July 2, 2022

With
Affiliates

With Third
Parties

Total

Other information

Cash paid for amounts included in the measurement of operating leases

$
4,559

$
11,265

$
15,824

Right-of-use assets obtained in exchange for new operating lease liabilities

$
545

$
15,493

$
16,038

Right-of-use assets change due to lease termination

$
-

$
(1,370
)

$
(1,370
)
Weighted-average remaining lease term (in years)

5.3

4.0

4.4

Weighted-average discount rate

6.6
%

4.7
%

5.4
%

July 3, 2021

With
Affiliates

With Third
Parties

Total

Other information

Cash paid for amounts included in the measurement of operating leases

$
4,831

$
11,310

$
16,141

Right-of-use assets obtained in exchange for new operating lease liabilities

$
3,526

$
12,880

$
16,406

Weighted-average remaining lease term (in years)

5.8

4.7

5.1

Weighted-average discount rate

7.1
%

5.6
%

6.1
%

1413

UNIVERSAL LOGISTICS HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements - Continued

~~(8)~~

Future minimum lease payments under these operating leases as of July ~~2, 2022,~~1, 2023, are as follows (in thousands):


	With Affiliates		With Third Parties		Total
2023 (remaining)	$	4,646	$	13,449	$	18,095
2024		9,104		23,831		32,935
2025		7,420		20,550		27,970
2026		4,868		16,940		21,808
2027		3,741		8,158		11,899
Thereafter		6,826		1,335		8,161
Total required lease payments	$	36,605	$	84,263	$	120,868
Less amounts representing interest						(14,241	)
Present value of lease liabilities					$	106,627

With Affiliates

With Third Parties

Total

2022 (remaining)

$
4,533

$
12,526

$
17,059

2023

8,550

22,435

30,985

2024

8,413

18,275

26,688

2025

6,854

15,326

22,180

2026

4,387

12,960

17,347

Thereafter

9,116

4,210

13,326

Total required lease payments

$
41,853

$
85,732

$
127,585

Less amounts representing interest

(15,742
)
Present value of lease liabilities

$
111,843

(8)

Transactions with Affiliates

~~(9)~~

~~Transactions with Affiliates~~

In the ordinary course of business, ~~affiliated~~ companies ~~that are~~ owned or controlled by our controlling shareholder, Matthew T. Moroun, provide us with certain supplementary administrative support services, ~~to Universal,~~ including legal, human resources, tax, and IT infrastructure ~~and other requested~~ services. Universal’s audit committee reviews and approves related party ~~transactions with affiliates that involve Universal or its consolidated subsidiaries.~~transactions. The cost of ~~such~~these services is based on the actual or estimated utilization of the specific service.

Universal also purchases other services from companies owned or controlled by our controlling shareholder. Following is a schedule of costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended July ~~2, 2022~~1, 2023 and July ~~3, 2021,~~2, 2022, respectively (in thousands):

	Thirteen weeks ended				Twenty-six weeks ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021		Thirteen Weeks Ended				Twenty-six Weeks Ended
									July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Insurance	$	17,334	$	11,807	$	34,831	$	23,303	$	18,872	$	17,334	$	39,127	$	34,831
Real estate rent and related costs		2,981		3,357		6,079		6,271		3,271		2,981		6,538		6,079
Administrative support services		1,112		1,882		2,294		1,997		624		1,112		2,228		2,294
Truck fuel, maintenance and other operating costs		2,010		233		3,080		411		1,856		2,010		3,794		3,080
Contracted transportation services		369		10		689		19		58		369		171		689
Total	$	23,806	$	17,289	$	46,973	$	32,001	$	24,681	$	23,806	$	51,858	$	46,973

We pay 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.

We lease 32 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements that are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 8,7, “Leases” for further information regarding the cost of leased properties.

We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our controlling shareholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At July ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, there were ~~$19.2~~$17.6 million and ~~$20.4~~$16.2 million, respectively, included in each of these accounts for insured claims.

Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At July ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, amounts due to affiliates were ~~$14.2~~$27.3 million and ~~$17.8~~$20.6 million, respectively.

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 services provided to affiliates forDuring the ~~thirteen~~twenty-six weeks ~~and~~ended July 1, 2023, we purchased used tractors from an affiliate totaling $6.3 million. There were no such purchases made during the twenty-six weeks ended July 2, ~~2022 and July 3, 2021 (in thousands):~~

~~At July 2, 2022 and December 31, 2021, amounts due from affiliates were $1.4 million and $0.8 million, respectively.~~2022.

In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for ~~$8.3~~$8.3 million. The purchase price was established by an independent, ~~third party~~third-party appraisal. The Company made an initial deposit of ~~$200,000,~~$0.2 million in 2022, and paid the balance ~~of the purchase price is due~~ at closing ~~which is expected to occur~~ in the ~~third~~first quarter of ~~2022.~~2023.

We periodically assist companies that are owned by our controlling shareholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to affiliates for the thirteen weeks and twenty-six weeks ended July 1, 2023 and July 2, 2022 (in thousands):


	Thirteen Weeks Ended				Twenty-six Weeks Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Contracted transportation services	$	1,766	$	447	$	1,868	$	602
Facilities and related support		60		60		120		120
Total	$	1,826	$	507	$	1,988	$	722

At July 1, 2023 and December 31, 2022, amounts due from affiliates were $2.1 million and $1.0 million, respectively.

In May 2022, we sold an inactive Mexican subsidiary to an affiliate for approximately ~~$0.1~~$0.1 million. The purchase price was based on the book value of the net assets sold in the transaction, and as such, 0no gain or loss was recorded.

On May 13, 2022, the Company commenced a “Dutch auction” tender offerto repurchase up to 100,000 shares of the Company’s outstanding common stock at a price of not greater than ~~$28.00~~$28.00 nor less than ~~$25.00~~$25.00 per share. Following the expiration of the tender offer on June 15, 2022, we accepted 164,189 shares, including 64,189 oversubscribed shares tendered, of our common stock for purchase at ~~$28.00~~$28.00 per share, for a total purchase price of approximately ~~$4.6~~$4.6 million, excluding fees and expenses related to the offer. The total number of shares purchased in the tender offer includes 5,000 shares tendered by a director of the Company, Mr. H.E. “Scott” Wolfe. We paid for the accepted shares with available cash and funds borrowed under our existing line of credit.

(9)

Stock Based Compensation

~~(10)~~

~~Stock Based Compensation~~

On April 23, 2014, our Board of Directors adopted our 2014 Amended and Restated Stock Incentive Plan. The Plan was approved at the 2014 annual meeting of shareholders and became effective as of the date our Board adopted 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 Plan.~~ In May 2022, the Company’s shareholders approved an amendment to the Plan to increase the number of shares of common stock authorized for issuance by 200,000 shares. Grants under the Plan may be made in the form of options, restricted stock awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock.

OnIn May 2023, the Company granted 3,549 shares of common stock to non-employee directors. These restricted stock awards have a fair value of $25.42 per share, based on the closing price of the Company’s stock on the grant date, and vested immediately.

In March 2023, the Company granted 34,611 shares of restricted stock to certain of its employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $27.59 per share, based on the closing price of the Company’s stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to continued employment with the Company.

In September 9, 2021, the Company granted 2,355 shares of restricted stock to an employee of the Company. The restricted stock award has a fair value of ~~$20.46~~$20.46 per share, based on the closing price of the Company’s stock on the grant date. The unvested shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with the ~~Company~~Company.

OnIn February 5, 2020, the Company granted 5,000 shares of restricted stock to our Chief Financial Officer. The restricted stock award has a fair value of ~~$17.74~~$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.

In January ~~10,~~ 2020, the Company granted 60,000 shares of restricted stock to our Chief Executive Officer. The restricted stock award has a fair value of ~~$18.82~~$18.82 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and 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 February 20, 2019, the Company granted 44,500 shares of restricted stock to certain of its employees, including 10,000 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $23.56 per share, based on the closing price of the Company’s stock, and any non-vested shares under the awards vest in four equal increments on each February 20 in 2020, 2021, 2022 and 2023.

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
Non-vested at January 1, 2022		81,105		$	19.60
						Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023							73,759		$	19.23
Granted		—		$	-		38,160		$	27.39
Vested		(6,875	)	$	23.56		(10,424	)	$	24.19
Forfeited		—		$	-		—		$	—
Balance at July 2, 2022		74,230		$	19.24
Balance at July 1, 2023							101,495		$	21.79

In ~~each of~~ the twenty-six week periods ended July ~~2, 2022~~1, 2023 and July ~~3, 2021,~~2, 2022, the total grant date fair value of vested shares recognized as compensation costs was ~~$0.2 million.~~$0.3 million and $0.2 million, respectively. Included in compensation cost during the twenty-six week period ended July 1, 2023 was approximately $0.1 million recognized as a result of the grant of 3,549 shares of stock to non-employee directors. No non-employee directors compensation costs was recorded during the twenty-six week period ended July 2, 2022. As of July ~~2, 2022,~~1, 2023, there was approximately ~~$1.4~~$2.2 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 ~~$0.2~~$0.7 million in ~~2023, $0.4~~2024, $0.3 million in ~~each 2024 and 2026, and $0.2~~2025, $0.6 million in ~~each~~2026, $0.4 million in 2027, and $0.2 million in 2028.

(10)

Earnings Per Share

~~(11)~~

~~Earnings Per Share~~

Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the thirteen weeks and twenty-six weeks ended July ~~2, 2022,~~1, 2023, there were ~~14,554~~21,634 and ~~8,247~~27,954 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the thirteen weeks and twenty-six weeks ended July ~~3, 2021, 16,704~~2, 2022, 14,554 and ~~15,689~~8,247 weighted average non-vested shares of restricted stock, respectively, were included in the denominator for the calculation of diluted earnings per share.

In the thirteen weeks and twenty-six weeks ended July 2, 2022, we excluded 0 and 6,875 shares, respectively, of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive. ~~NaN~~No such shares were excluded from the calculation of diluted earnings per share during the thirteen weeks or twenty-six weeks ended July ~~3, 2021.~~ 1, 2023.

~~(12)~~

~~Dividends~~

(11)

Dividends

On ~~May 5, 2022,~~April 27, 2023, our Board of Directors declared a cash dividend of ~~$0.105~~$0.105 per share of common stock, payable on July ~~5, 2022~~3, 2023 to shareholders of record at the close of business on June ~~6, 2022.~~5, 2023. 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.

(12)

Segment Reporting

~~(13)~~

~~Segment Reporting~~

We report our financial results in 4four distinct reportable segments: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides. 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 contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated primarily by our agents using a mix of owner-operators, company equipment and broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries.

Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker.

The following tables summarize information about our reportable segments for the thirteen week and twenty-six week periods ended July 1, 2023 and July 2, 2022 ~~and July 3, 2021~~ (in thousands):


	Operating Revenues
	Thirteen Weeks Ended				Twenty-six Weeks Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Contract logistics	$	208,802	$	207,327	$	420,098	$	408,920
Intermodal		91,585		156,865		202,611		314,478
Trucking		81,243		106,545		160,958		204,030
Company-managed brokerage		29,595		55,119		63,551		120,325
Other		1,347		1,326		2,750		3,290
Total operating revenues	$	412,572	$	527,182	$	849,968	$	1,051,043


	Eliminated Inter-segment Revenues
	Thirteen Weeks Ended				Twenty-six Weeks Ended
	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Contract logistics	$	136	$	1,500	$	436	$	3,219
Intermodal		844		2,594		1,809		6,054
Trucking		198		51		339		116
Company-managed brokerage		932		956		1,838		1,834
Total eliminated inter-segment revenues	$	2,110	$	5,101	$	4,422	$	11,223


	Income from Operations
	Thirteen Weeks Ended					Twenty-six Weeks Ended
	July 1, 2023			July 2, 2022		July 1, 2023			July 2, 2022
Contract logistics	$	32,789		$	29,425	$	60,570		$	52,900
Intermodal		(246	)		21,368		6,565			44,378
Trucking		4,423			9,611		8,212			17,030
Company-managed brokerage		(786	)		4,155		(1,160	)		8,018
Other		215			92		404			173
Total income from operations	$	36,395		$	64,651	$	74,591		$	122,499

~~(14)~~

~~Commitments and Contingencies~~

(13)

Commitments and Contingencies

~~Commitments~~

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

~~Legal Proceedings~~

The Company is involved from time to time in claims, proceedings, and litigation, including the matters described in Item 16 of Part II, “Financial Statements and Supplementary Data — Note 16 — Commitments and Contingencies” of our 2021 Annual Report on Form 10-K and in Item 1 of Part I, “Financial Statements — Note 14 — Commitments and Contingencies” of our Quarterly Report on Form 10-Q for the Period Ended April 2, 2022, as supplemented by the following:

On August 4, 2022, the Company reached a Non-Board Settlement Agreement (the “Settlement Agreement”) with the International Brotherhood of Teamsters resolving the previously disclosed National Labor Relations Board charges from March 2021 and January 2022. Pursuant to the terms of the Settlement Agreement, the Company is required to, among other things, reinstate certain terminated drivers and compensate them for back pay totaling approximately $2.8 million, for which the Company has an accrued liability.

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 July ~~2, 2022,~~1, 2023, approximately ~~38%~~32% of our employees ~~in the United States, Canada and Colombia, and 78% of our employees in Mexico~~ were subject to collective bargaining agreements that are renegotiated periodically, ~~less than 1%~~18% of which are subject to contracts that expire in ~~2022.~~ 2023.

(14)

Subsequent Events

~~(15)~~

~~Subsequent Events~~

On July ~~28, 2022,~~7, 2023, the Company closed on the purchase of a terminal in Compton, Los Angeles County, California. The purchase price was $80.0 million. The Company previously made a deposit of $1.0 million and used a combination of available cash on hand and funds borrowed under its existing line of credit to fund the balance at closing.

On July 27, 2023, our Board of Directors declared ~~the regular quarterly~~a cash dividend of ~~$0.105~~$0.105 per share of common stock, payable on October 2, 2023 to shareholders of record at the close of business on September ~~5, 2022 and is expected to be paid on October 3, 2022.~~4, 2023. 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.

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,” “targets,” “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, ~~2021~~2022 and Part II, Item 1A of this Form 10-Q, as well as any other cautionary language in 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.

Universal Logistics Holdings, Inc. is a holding company that owns subsidiaries engaged in providing a variety of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia. Our operating subsidiaries provide customers with a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services.

Our operating subsidiaries 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~~flexible business model is highly scalable and will continue to support our growth with comparatively modest capital expenditure requirements. Our ~~asset-light~~business 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~~regard to pricing and volumes, and also by the extent to which we dedicate resources and 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 Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and the unaudited Consolidated Financial Statements and related notes contained in this Quarterly Report on Form 10-Q.

~~The Company remains committed~~A prolonged period of inflationary pressures could cause interest rates, equipment, maintenance, labor and other operating costs to ~~doing its part to protect its employees, customers, vendors and the general public from the spread of the coronavirus outbreak (COVID-19). We will~~ continue to ~~adapt~~increase. If the Company is unable to offset rising costs through corresponding customer rate increases, such increases could adversely affect our ~~operations as required to ensure safety while continuing to provide a high level~~results of ~~service to our customers.~~

The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s financial and operating results, which could be material, will be determined by the length of time the pandemic continues, its severity, government regulations imposed in response to the pandemic, and to its general effect on the economy and transportation demand.operations.

While operating cash flows may be negatively impacted by ~~the pandemic,~~inflation-driven cost increases, 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~~inflation-driven cost increases last longer than anticipated, and/or our cash flow from operations decline more than expected, we may need to obtain additional financing. The Company’s ability to fund future operating expenses and capital expenditures, as well as its ability to meet future debt service obligations or refinance indebtedness will depend on future operating performance, which will be affected by general economic, financial, and other factors beyond our control.

For financial reporting, we broadly group our services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. Our truckload, brokerage and intermodal services associated with individual freight shipments coordinated by our agents and company-managed terminals, while our dedicated and value-added services to specific customers on a contractual basis, generally pursuant to contract terms of one year or ~~longer~~.longer. The following table sets forth operating revenues resulting from each of these categories for the thirteen weeks and twenty-six weeks ended July ~~2, 2022~~1, 2023 and July ~~3, 2021,~~2, 2022, presented as a percentage of total operating revenues:

The following table sets forth items derived from our consolidated statements of income for the thirteen weeks and twenty-six weeks ended July ~~2, 2022~~1, 2023 and July ~~3, 2021,~~2, 2022, presented as a percentage of operating revenues:


	Thirteen Weeks Ended						Twenty-six Weeks Ended						Thirteen Weeks Ended						Twenty-six Weeks Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021			July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
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		43.1			46.8			43.7			46.2			33.9			43.1			34.8			43.7
Direct personnel and related benefits		24.2			26.3			25.1			26.1			33.5			24.0			32.6			25.0
Operating supplies and expenses		8.7			7.7			8.4			8.3			10.0			8.7			10.3			8.4
Commission expense		2.0			2.0			2.0			1.9			1.9			2.0			1.9			2.0
Occupancy expense		1.9			2.2			1.9			2.1			2.7			1.9			2.6			1.9
General and administrative		2.2			2.3			2.1			2.3			3.3			2.3			3.0			2.2
Insurance and claims		0.5			1.4			1.1			1.4			1.4			0.5			1.6			1.1
Depreciation and amortization		5.1			3.9			4.1			4.2			4.6			5.1			4.4			4.1
Total operating expenses		87.7			92.6			88.3			92.5			91.2			87.7			91.2			88.3
Income from operations		12.3			7.4			11.7			7.5			8.8			12.3			8.8			11.7
Interest and other non-operating income (expense), net		(0.9	)		0.8			(0.6	)		0.1
Interest and other non-operating expense, net														(1.2	)		(0.9	)		(1.2	)		(0.6	)
Income before income taxes		11.4			8.2			11.1			7.6			7.6			11.4			7.6			11.1
Income tax expense		2.9			2.1			2.9			2.0			1.9			2.9			1.9			2.9
Net income		8.5	%		6.1	%		8.2	%		5.6	%		5.7	%		8.5	%		5.7	%		8.2	%

Thirteen Weeks Ended July ~~2, 2022~~1, 2023 Compared to Thirteen Weeks Ended July ~~3, 2021~~2, 2022

Operating revenues. Operating revenues for the thirteen weeks ended July ~~2, 2022 increased $104.4~~1, 2023 decreased $114.6 million, or ~~24.7%~~21.7%, to ~~$527.2~~$412.6 million from ~~$422.8~~$527.2 million for the thirteen weeks ended July ~~3, 2021.~~2, 2022. Included in operating revenues are separately-identified fuel surcharges of $28.6 million for the thirteen weeks ended July 1, 2023 compared to $46.1 million for the thirteen weeks ended July 2, ~~2022 compared to $23.0 million for the thirteen weeks ended July 3, 2021.~~2022. Consolidated income from operations ~~increased $33.3~~decreased $28.3 million, or ~~106.5%~~43.7%, to ~~$64.7~~$36.4 million for the second quarter ~~2022~~2023 compared to ~~$31.3~~$64.7 million during the same period last year. ~~Included in second~~Second quarter 2022 ~~operating~~ results ~~was~~include a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the ~~period. During~~period as well as $9.7 million in additional depreciation expense due to the ~~second quarter 2022, Universal also revised~~revision of the ~~estimated~~ useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million during the period. Second quarter 2021 results include a favorable legal settlement which resulted in a $5.7 million pre-tax gain recorded in other non-operating income.equipment.

In the contract logistics segment, which includes value-added and dedicated services, operating revenues increased ~~$52.6~~$1.5 million, or ~~34.0%~~0.7%, to ~~$207.3~~$208.8 million in the second quarter ~~2022~~2023 compared to ~~$154.8~~$207.3 million in the previous year. Income from operations in the contract logistics segment increased ~~$13.5~~$3.4 million, or ~~84.5%~~11.4%, to ~~$29.4~~$32.8 million for the thirteen weeks ended July ~~2, 2022~~1, 2023 compared to ~~$15.9~~$29.4 million in the same period last year. In the second quarter of ~~2022,~~2023, Universal managed 6468 value-added programs compared to 6064 in the prior year period. During the recently completed quarter, dedicated transportation load count decreased slightly by 0.1% to 155,899 from 156,119 in the second quarter 2021. Despite a decline in load count, dedicated transportation revenue grew as the result of new business wins, including a major shuttle operation and repricing existing customer contracts. Also includedIncluded in dedicated transportation revenue for the second quarter ~~2022~~2023 were ~~$11.0~~$8.6 million in separately identified fuel surcharges, compared to ~~$5.2~~$11.0 million in the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the second quarter ~~2022~~2023 was ~~14.2%~~15.7% compared to ~~10.3%~~14.2% during the same period last year.

In the intermodal segment, operating revenues ~~increased $50.3~~decreased $65.3 million, or 41.6%, to ~~$156.9~~$91.6 million in the second quarter ~~2022~~2023 compared to ~~$106.6~~$156.9 million in the previous year. Intermodal revenues for the thirteen weeks ended July ~~2, 2022~~1, 2023 included ~~$25.2~~$13.6 million in separately identified fuel surcharges, compared to ~~$11.7~~$25.2 million in the same period last year. During the second quarter ~~2022,~~2023, Universal moved ~~145,916~~112,925 intermodal loads compared to ~~169,441~~145,916 in the second quarter ~~2021,~~2022, a decrease of ~~13.9%~~22.6%, while its average operating revenue per load, excluding fuel surcharges ~~increased 42.1%~~decreased 15.3% to ~~$696~~$590 from ~~$490.~~$696. Intermodal segment revenues also include accessorial charges such as detention, demurrage and storage, which totaled ~~$33.6~~$13.4 million during the second quarter ~~2022,~~2023, compared to ~~$15.0~~$33.6 million one year earlier. Income from operations in the intermodal segment ~~increased $15.2~~decreased $21.6 million to ~~$21.4~~a loss of $(0.2) million for the thirteen weeks ended July ~~2, 2022~~1, 2023 compared to ~~$6.2~~operating income of $21.4 million in the second quarter ~~2021.~~2022. As a percentage of revenue, operating margin in the intermodal segment for the second quarter ~~2022~~2023 was ~~13.6%~~(0.3)%, compared to ~~5.8%~~13.6% during the same period last year.

In the trucking segment, operating revenues ~~increased $6.8~~decreased $25.3 million, or 23.7%, to ~~$106.5~~$81.2 million in the second quarter ~~2022~~2023 compared to ~~$99.8~~$106.5 million in the prior year period. Included in trucking segment revenues for the second quarter ~~2022~~2023 were ~~$9.9~~$6.4 million in separately identified fuel surcharges compared to ~~$6.0~~$9.9 million during the second quarter ~~2021.~~2022. Income from operations in the trucking segment ~~increased $3.1~~decreased $5.2 million to ~~$9.6~~$4.4 million for the second quarter ~~2022~~2023 compared to ~~$6.5~~$9.6 million in the same period last year. During the recently completed quarter, Universal’s average operating revenue per load, excluding fuel surcharges, ~~increased 43.4%~~decreased 10.7% to ~~$1,844~~$1,646 from ~~$1,286~~$1,844 in the prior year ~~period; however, this increase was partially offset by a 30.0% decrease in~~period and load ~~volumes. During the second quarter 2022, Universal moved 52,986 loads compared~~volumes decreased 13.7% to ~~75,645 during the same period last year.~~45,717 from 52,986. As a percentage of revenue, operating margin in the trucking segment for the second quarter ~~2022~~2023 was ~~9.0%~~5.4%, compared to ~~6.5%~~9.0% during the same period last year. Included in the trucking segment’s second quarter 2022 operating results was a $3.0 million credit related to ~~insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period. This credit~~a previously disclosed item, which favorably impacted ~~the trucking~~this segment’s operating margin by ~~282~~280 basis points.

In the company-managed brokerage segment, operating revenues decreased ~~$5.3~~$25.5 million, or ~~8.8%~~46.3%, to $29.6 million in the thirteen weeks ending July 1, 2023 compared to $55.1 million in the thirteen weeks ending July 2, ~~2022 compared to $60.4 million in the thirteen weeks ending July 3, 2021.~~2022. During the recently completed quarter, the average operating revenue per load ~~excluding fuel surcharges, increased 6.8%~~decreased 20.3% to $1,599 from $2,006 ~~from $1,879 in the second quarter 2021; however,~~and load volumes fell ~~26.8%~~21.5% to ~~22,701~~17,814 from ~~31,006.~~22,701. Second quarter 2023 operating losses in the company-managed brokerage segment were $(0.8) million compared to $4.2 million of operating income during the same period last year. As a percentage of revenue, operating margin for the company-managed brokerage segment was ~~7.5%~~(2.7)% for the second quarter ~~2022~~2023 compared to ~~4.0%~~7.5% in the same period last year.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the second quarter ~~2022 increased $29.2~~2023 decreased $87.3 million, or ~~14.7%~~38.4%, to ~~$227.2~~$139.9 million from ~~$198.0~~$227.2 million during the same period last year. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers. The increases or decreases are generally correlated with changes in demand for transactional transportation-related services, which includes truckload, brokerage, and intermodal ~~and to a lesser extent, dedicated services, which uses a higher mix of company-drivers compared to owner-operators.~~services. The absolute ~~increase~~decrease in purchased transportation and equipment rental costs was primarily the result of an overall ~~increase~~decrease in transactional transportation-related services. Second quarter ~~2022~~2023 transactional transportation-related service revenues ~~increased 25.4%~~decreased 36.3% compared to the second quarter of ~~2021.~~2022. As a percentage of operating revenues, purchased transportation and equipment rent expense

decreased to ~~43.1%~~33.9% compared to ~~46.8%~~43.1% during the same period last year ~~was~~ due to a decrease in the mix of ~~brokerage~~transactional transportation services ~~revenue, where the cost of transportation is typically higher than our other transportation businesses.~~revenue. As a percentage of total revenues, ~~brokerage~~transactional transportation services revenue decreased to ~~19.3%~~49.4% for ~~2021~~the second quarter 2023 compared to ~~24.3%~~60.7% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits for the thirteen weeks ended July ~~2, 2022~~1, 2023 increased by ~~$16.3~~$11.3 million, or ~~14.7%~~8.9%, to ~~$127.3~~$138.0 million compared to ~~$111.0~~$126.7 million during the same period last year. 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 staffing needs in our contract logistics segment, which includes value-added services and dedicated ~~transportation.~~transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase in second quarter 2023 was due to an increase in the ~~launch~~number of ~~new business wins and improved volumes experienced at~~employee drivers in our ~~contract logistics operations during the current quarter.~~California intermodal operations. As a percentage of operating revenues, personnel and related benefits ~~decreased~~increased to ~~24.2%~~33.5% for the thirteen weeks ended July 1, 2023, compared to 24.0% for the thirteen weeks ended July 2, ~~2022, compared to 26.3% for the thirteen weeks ended July 3, 2021.~~2022. The percentage 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 ~~$13.3~~$4.9 million, or ~~40.7%~~10.7%, to $41.1 million for the thirteen weeks ended July 1, 2023 compared to $46.0 million for the thirteen weeks ended July 2, ~~2022 compared to $32.7 million for the thirteen weeks ended July 3, 2021.~~2022. These expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The main elements driving the change were ~~increases~~decreases of ~~$8.2~~$2.5 million in fuel expense on company tractors ~~$3.1~~and $0.9 million in ~~vehicle and other maintenance, and $2.7 million in bad debt expense. These increases were partially offset by a $1.4 million decrease in professional fees.~~maintenance.

Commission expense. Commission expense for the second quarter ~~2022 increased~~2023 decreased by ~~$2.2~~$3.1 million, or ~~25.5%~~28.9%, to ~~$10.8~~$7.6 million from ~~$8.6~~$10.8 million for the second quarter ~~2021.~~2022. Commission expense ~~increased~~decreased due to ~~increased~~decreased revenue in ~~the agency based~~our agency-based truckload business. As a percentage of operating revenues, commission expense was ~~unchanged at~~1.9% compared to 2.0%. for the second quarter 2022.

Occupancy expense. Occupancy expenses increased by ~~$0.6~~$1.0 million, or ~~6.5%~~10.4%, to $11.0 million for the thirteen weeks ended July 1, 2023. This compares to $10.0 million for the thirteen weeks ended July 2, 2022. ~~This compares to $9.4 million for the thirteen weeks ended July 3, 2021.~~ The increase was ~~primarily~~ attributable to an increase in building ~~rents.~~rents and property taxes.

General and administrative. General and administrative expense for the thirteen weeks ended July ~~2, 2022~~1, 2023 increased by ~~$1.8~~$1.3 million, or 10.6%, to ~~$11.5~~$13.4 million from ~~$9.7~~$12.1 million in the thirteen weeks ended July ~~3, 2021.~~2, 2022. The increase was ~~primarily attributable~~due to ~~an increase~~increases of $0.6 million in professional fees and $0.6 million in salaries, wages, and benefits. As a percentage of operating revenues, general and administrative expense was ~~2.2%~~3.3% for the second quarter ~~2022~~2023 compared to 2.3% for the second quarter ~~2021.~~2022.

Insurance and claims. Insurance and claims expense for the second quarter ~~2022 decreased~~2023 increased by ~~$3.1~~$3.3 million to ~~$2.6~~$5.9 million from ~~$5.7~~$2.6 million in the second quarter ~~2021.~~2022. As a percentage of operating revenues, insurance and claims ~~decreased~~increased to ~~0.5%~~1.4% for the thirteen weeks ending July ~~2, 2022~~1, 2023 compared to ~~1.4%~~0.5% for the second quarter ~~2021. The decrease was attributable to~~2022. Second quarter 2022 included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period.

Depreciation and amortization. Depreciation and amortization expense for the thirteen weeks ended July ~~2, 2022 increased~~1, 2023 decreased by ~~$10.7~~$7.9 million, or ~~65.6%~~29.2%, to $19.2 million from $27.1 million ~~from $16.3 million~~ for ~~2021.~~the second quarter 2022. Depreciation expense ~~increased $10.7~~decreased $7.5 million and amortization expense ~~was unchanged.~~decreased $0.4 million. During the second quarter of 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million during the period.

Interest expense, net. Net interest expense was $5.1 million for the thirteen weeks ended July 1, 2023 compared to $3.9 million for the thirteen weeks ended July 2, ~~2022 compared to $2.9 million for the thirteen weeks ended July 3, 2021.~~2022. The increase in net interest expense reflects an increase in interest rates on our outstanding borrowings. As of July ~~3, 2022,~~1, 2023, our outstanding borrowings totaled ~~$417.3~~$382.0 million compared to ~~$433.5~~$417.3 million at the same time last year.

Other non-operating income (expense). Other non-operating ~~expense~~income was ~~$0.8~~$0.3 million for the second quarter ~~2022~~2023 compared to ~~other~~ non-operating ~~income~~expense of ~~$6.1~~$0.8 million in the prior ~~year.~~year period. Other non-operating ~~expense~~income for the second quarter ~~2022~~2023 includes a ~~$0.9~~$0.1 million pre-tax holding ~~loss~~gain on marketable securities due to changes in fair value recognized in income compared to a ~~$0.4~~$0.9 million ~~gain~~pre-tax holding loss in the ~~second quarter 2021. Other non-operating income for the second quarter of 2021 includes a $5.7 million pre-tax gain from a favorable legal settlement.~~previous year.

Income tax expense. Income tax expense for the second quarter ~~2022~~2023 was ~~$15.2~~$8.0 million, compared to ~~$8.9~~$15.2 million for the second quarter ~~2021,~~2022, based on an effective tax rate of ~~25.4%~~25.3% and ~~25.7%~~25.4%, respectively. The ~~increase~~decrease in income taxes in ~~2022~~2023 is the result of ~~an increase~~a decrease in taxable income and our effective tax rate for the thirteen weeks ended July ~~2, 2022~~1, 2023 compared to the thirteen weeks ended July ~~3, 2021.~~2, 2022.

Twenty-six Weeks Ended July ~~2, 2022~~1, 2023 Compared to Twenty-six Weeks Ended July ~~3, 2021~~2, 2022

Operating revenues. Operating revenues for the twenty-six weeks ended July ~~2, 2022 increased $213.0~~1, 2023 decreased $201.1 million, or ~~25.4%~~19.1%, to ~~$1,051.0~~$850.0 million from ~~$838.0~~$1,051.0 million for the twenty-six weeks ended July ~~3, 2021.~~2, 2022. Included in operating revenues are separately-identified fuel surcharges of $62.6 million for the twenty-six weeks ended July 1, 2023 compared to $80.7 million for the twenty-six weeks ended July 2, ~~2022 compared to $43.1 million for the twenty-six weeks ended July 3, 2021.~~2022. Consolidated income from operations ~~increased $60.0~~decreased $47.9 million, or ~~96.1%~~39.1%, to ~~$122.5~~$74.6 million for the first half ~~2022~~of 2023 compared to ~~$62.5~~$122.5 million during the same period last year. First half 2023 operating results were negatively impacted by a $1.2 million pre-tax charge for settlement of an auto liability claim in excess of policy limits. First half 2022 results include a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period as well as $9.7 million in additional depreciation expense due to the revision of the useful life and salvage value of certain equipment. ~~First half 2021 results include a favorable legal settlement which resulted in a $5.7 million pre-tax gain.~~

In the contract logistics segment, which includes value-added and dedicated services, operating revenues increased ~~$99.3~~$11.2 million, or ~~32.1%~~2.7%, to ~~$408.9~~$420.1 million in the first half ~~2022~~of 2023 compared to ~~$309.7~~$408.9 million in the previous year. Income from operations in the contract logistics segment increased ~~$20.1~~$7.7 million, or ~~61.4%~~14.5%, to ~~$52.9~~$60.6 million for the twenty-six weeks ended July ~~2, 2022~~1, 2023 compared to ~~$32.8~~$52.9 million in the same period last year. In the first half of ~~2022,~~2023, Universal managed 6468 value-added programs compared to 6064 in the prior year period. During the first half of 2022, dedicated transportation load count increased 0.5% to 314,118 from 312,494 in the first half 2021. Dedicated transportation also grew as the result of new business wins, including a major shuttle operation, as well as repricing existing customer contracts. Also includedIncluded in dedicated transportation revenue for the first half ~~2022~~of 2023 were ~~$19.8~~$18.3 million in separately identified fuel surcharges, compared to ~~$10.1~~$19.8 million in the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the first half ~~2022~~of 2023 was ~~12.9%~~14.4% compared to ~~10.6%~~12.9% during the same period last year.

In the intermodal segment, operating revenues ~~increased $104.2~~decreased $111.9 million, or 35.6%, to ~~$314.5~~$202.6 million in the first half ~~2022~~of 2023 compared to ~~$210.3~~$314.5 million in the previous year. Intermodal revenues for the twenty-six weeks ended July ~~2, 2022~~1, 2023 included ~~$43.5~~$30.7 million in separately identified fuel surcharges, compared to ~~$21.9~~$43.5 million in the same period last year. During the first half ~~2022,~~of 2023, Universal moved ~~300,123~~235,224 intermodal loads compared to ~~348,924~~300,123 in the first half ~~2021,~~of 2022, a decrease of ~~14.0%~~21.6%, while its average operating revenue per load, excluding fuel surcharges ~~increased 44.2%~~decreased 17.0% to ~~$697~~$578 from ~~$483.~~$697. Intermodal segment revenues also include accessorial charges such as detention, demurrage and storage, which totaled ~~$69.8~~$39.4 million during the first half ~~2022,~~of 2023, compared to ~~$26.0~~$69.8 million one year earlier. Income from operations in the intermodal segment ~~increased $29.7~~decreased $37.8 million to ~~$44.4~~$6.6 million for the twenty-six weeks ended July ~~2, 2022~~1, 2023 compared to ~~$14.6~~$44.4 million in the first half ~~2021.~~of 2022. As a percentage of revenue, operating margin in the intermodal segment for the first half ~~2022~~of 2023 was ~~14.1%~~3.2%, compared to ~~7.0%~~14.1% during the same period last year.

In the trucking segment, operating revenues ~~increased $9.4~~decreased $43.1 million, or 21.1%, to ~~$204.0~~$161.0 million in the first half ~~2022~~of 2023 compared to ~~$194.7~~$204.0 million in the prior year period. Included in trucking segment revenues for the first half ~~2022~~of 2023 were ~~$17.5~~$13.5 million in separately identified fuel surcharges compared to ~~$11.1~~$17.5 million during the first half ~~2021.~~of 2022. Income from operations in the trucking segment ~~increased $5.4~~decreased $8.8 million to ~~$17.0~~$8.2 million for the first half ~~2022~~of 2023 compared to ~~$11.7~~$17.0 million in the same period last year. During the first half of ~~2022,~~2023, Universal’s average operating revenue per load, excluding fuel surcharges, ~~increased 42.5%~~decreased 9.8% to ~~$1,804~~$1,627 from ~~$1,266~~$1,804 in the prior year ~~period; however, this increase was partially offset by a 30.0% decrease in~~period and load ~~volumes. During the first half 2022, Universal moved 103,846 loads compared~~volumes decreased 12.8% to ~~148,389 during the same period last year.~~90,572 from 103,846. As a percentage of revenue, operating margin in the trucking segment for the first half ~~2022~~of 2023 was ~~8.3%~~5.1%, compared to ~~6.0%~~8.3% during the same period last year. Included in the trucking segment’s first half 2022 operating results was a $3.0 million credit related to ~~insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the period. This credit~~a previously disclosed item, which favorably impacted ~~the trucking~~this segment’s operating margin by ~~147~~150 basis points.

In the company-managed brokerage segment, operating revenues decreased ~~$1.2~~$56.8 million, or ~~1.0%~~47.2%, to $63.6 million in the twenty-six weeks ending July 1, 2023 compared to $120.3 million in the twenty-six weeks ending July 2, ~~2022 compared to $121.5 million in the twenty-six weeks ending July 3, 2021.~~2022. During the first half of ~~2022,~~2023, the average operating revenue per load ~~excluding fuel surcharges, increased 16.0%~~decreased 21.2% to $1,650 from $2,094 ~~from $1,806 in the first half 2021; however,~~and load volumes fell ~~26.0%~~20.2% to ~~47,311~~37,770 from ~~63,891.~~47,311. First half 2023 operating losses in the company-managed brokerage segment were $(1.2) million compared to $8.0 million of operating income during the same period last year. As a percentage of revenue, operating margin for the company-managed brokerage segment was ~~6.7%~~(1.8)% for the first half ~~2022~~of 2023 compared to ~~2.4%~~6.7% in the same period last year. First half 2023 operating results were negatively impacted by a $1.2 million pre-tax charge for settlement of an auto liability claim in excess of policy limits.

Purchased transportation and equipment rent. Purchased transportation and equipment rental costs for the first half ~~2022 increased $72.0~~of 2023 decreased $163.4 million, or ~~18.6%~~35.6%, to ~~$459.3~~$296.0 million from ~~$387.4~~$459.3 million during the same period last year. Purchased transportation and equipment rent generally increases or decreases in proportion to the revenues generated through owner-operators and other third party providers. The increases or decreases are generally correlated with changes in demand for transactional transportation-related services, which includes truckload, brokerage, and intermodal ~~and to a lesser extent, dedicated services, which uses a higher mix of company-drivers compared to owner-operators.~~services. The absolute ~~increase~~decrease in purchased transportation and equipment rental costs was primarily the result of an overall ~~increase~~decrease in transactional transportation-related services. First half ~~2022~~2023 transactional transportation-related service revenues ~~increased 27.2%~~

decreased 33.1% compared to the first half of ~~2021.~~2022. As a percentage of operating revenues, purchased transportation and equipment rent expense decreased to ~~43.7%~~34.8% compared to ~~46.2%~~43.7% during the same period last year due to a decrease in the mix of ~~brokerage~~transactional transportation services ~~revenue, where the cost of transportation is typically higher than our other transportation businesses.~~revenue. As a percentage of total revenues, ~~brokerage~~transactional transportation services revenue decreased to ~~19.9%~~50.6% for ~~2021~~the first half of 2023 compared to ~~23.8%~~61.1% in the same period last year.

Direct personnel and related benefits. Direct personnel and related benefits for the twenty-six weeks ended July ~~2, 2022~~1, 2023 increased by ~~$45.5~~$14.3 million, or ~~20.8%~~5.4%, to ~~$264.0~~$277.1 million compared to ~~$218.6~~$262.8 million during the same period last year. 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 staffing needs in our contract logistics segment, which includes value-added services and dedicated ~~transportation.~~transportation, as well as the use of employee drivers in certain of our intermodal operations. The increase ~~was due to the launch of new business wins and robust volumes experienced at our contract logistics operations during~~in the first half of ~~2022.~~2023 was primarily due to an increase in the number of employee drivers in our California intermodal operations. As a percentage of operating revenues, personnel and related benefits ~~decreased~~increased to ~~25.1%~~32.6% for the twenty-six weeks ended July 1, 2023, compared to 25.0% for the twenty-six weeks ended July 2, ~~2022, compared to 26.1% for the twenty-six weeks ended July 3, 2021.~~2022. The percentage 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 ~~$18.3~~$0.9 million, or ~~26.3%~~1.0%, to $87.3 million for the twenty-six weeks ended July 1, 2023 compared to $88.2 million for the twenty-six weeks ended July 2, ~~2022 compared to $69.8 million for the twenty-six weeks ended July 3, 2021.~~2022. These expenses include items such as fuel, maintenance, cost of materials, communications, utilities and other operating expenses, and generally relate to fluctuations in customer demand. The main ~~elements~~element driving the change were ~~increases~~decreases of ~~$16.0 million in fuel expense on company tractors, $3.0 million in vehicle and other maintenance, $2.9 million in bad debt expense, and $1.3~~$4.9 million in professional ~~fees. These increases were~~fees and $0.6 million in permits. This was partially offset by ~~decreases~~increases of $1.9 million in maintenance, $1.6 million in operating supplies and material costs in operations supporting ~~heavy truck~~heavy-truck programs, and ~~$2.0~~$1.2 million ~~in additional~~of fewer gains on sales of property ~~plant~~ and ~~equipment compared to the same period last year.~~equipment.

Commission expense. Commission expense for the first half ~~2022 increased~~of 2023 decreased by ~~$4.9~~$5.0 million, or ~~30.7%~~23.9%, to ~~$20.8~~$15.8 million from ~~$15.9~~$20.8 million for the first half ~~2021.~~of 2022. Commission expense ~~increased~~decreased due to ~~increased~~decreased revenue in ~~the agency based~~our agency-based truckload business. As a percentage of operating revenues, commission expense ~~increased~~was 1.9% compared to 2.0% for the first half of ~~2022, compared to 1.9% in the same period last year.~~2022.

Occupancy expense. Occupancy expenses increased by ~~$2.6~~$2.0 million, or ~~15.0%~~9.9%, to $22.2 million for the twenty-six weeks ended July 1, 2023. This compares to $20.2 million for the twenty-six weeks ended July 2, 2022. ~~This compares to $17.6 million for the twenty-six weeks ended July 3, 2021.~~ The increase was ~~primarily~~ attributable to an increase in building ~~rents.~~rents and property taxes.

General and administrative. General and administrative expense for the twenty-six weeks ended July ~~2, 2022~~1, 2023 increased by ~~$2.7~~$2.6 million, or 11.3%, to ~~$21.6~~$25.3 million from ~~$18.9~~$22.8 million in the twenty-six weeks ended July ~~3, 2021.~~2, 2022. The ~~increase was primarily attributable to an increase~~change included increases of $0.9 million in professional fees and $0.8 million in salaries, wages, and benefits. As a percentage of operating revenues, general and administrative expense was ~~2.1%~~3.0% for the first half ~~2022~~of 2023 compared to ~~2.3%~~2.2% for the first half ~~2021.~~of 2022.

Insurance and claims. Insurance and claims expense for the first half ~~2022 decreased~~of 2023 increased by ~~$0.9~~$2.8 million to ~~$11.2~~$14.0 million from ~~$12.1~~$11.2 million in the first half ~~2021.~~of 2022. As a percentage of operating revenues, insurance and claims ~~decreased~~increased to ~~1.1%~~1.6% for the twenty-six weeks ending July ~~2, 2022~~1, 2023 compared to ~~1.4%~~1.1% for the first half ~~2021. The decrease was attributable to~~of 2022. First half 2023 included a $1.2 million settlement of an auto liability claim in excess of policy limits. First half 2022 included a $3.0 million credit to insurance and claims expense resulting from the favorable settlement of certain auto liability claims during the ~~period as well as a $1.5 million decrease in auto liability insurance premiums. The decrease was partially offset by a $3.2 million increase in cargo and service failure claims.~~period.

Depreciation and amortization. Depreciation and amortization expense for the twenty-six weeks ended July ~~2, 2022 increased~~1, 2023 decreased by ~~$7.9~~$5.6 million, or ~~22.2%~~13.0%, to $37.7 million from $43.3 million ~~from $35.4 million~~ for ~~2021.~~the first half of 2022. Depreciation expense ~~increased $7.7~~decreased $4.8 million and amortization expense ~~increased $0.1~~decreased $0.8 million. During the first half of 2022, Universal revised the estimated useful life and salvage value of certain equipment, and these adjustments resulted in additional depreciation expense of $9.7 million during the period.

Interest expense, net. Net interest expense was $10.1 million for the twenty-six weeks ended July 1, 2023 compared to $6.4 million for the twenty-six weeks ended July 2, ~~2022 compared to $6.1 million for the twenty-six weeks ended July 3, 2021.~~2022. The increase in net interest expense reflects an increase in interest rates on our outstanding borrowings. As of July ~~3, 2022,~~1, 2023, our outstanding borrowings totaled ~~$417.3~~$382.0 million compared to ~~$433.5~~$417.3 million at the same time last year.

Other non-operating income (expense). Other non-operating income was ~~$0.1~~$0.3 million for the first half ~~2022~~of 2023 compared to ~~$7.1~~$0.1 million in the prior ~~year. Other non-operating income for the first half 2022 includes a $0.1 million pre-tax holding gain on marketable~~

~~securities due to changes in fair value recognized in income.~~year period. Other non-operating income for the first half of ~~2021~~2023 includes a ~~$5.7 million pre-tax gain from a favorable legal settlement and a $1.4~~$0.1 million pre-tax holding gain on marketable securities due to changes in fair value recognized in ~~income.~~income, unchanged from the prior year period.

Income tax expense. Income tax expense for the first half ~~2022~~of 2023 was ~~$29.6~~$16.4 million, compared to ~~$16.2~~$29.6 million for the first half ~~2021,~~of 2022, based on an effective tax rate of ~~25.4%~~25.2% and ~~25.5%~~25.4%, respectively. The ~~increase~~decrease in income taxes ~~in 2022~~ is the result of ~~an increase~~a decrease in taxable income and our effective tax rate for the twenty-six weeks ended July ~~2, 2022~~1, 2023 compared to the twenty-six weeks ended July ~~3, 2021.~~2, 2022.

Our primary sources of liquidity are funds generated by operations, loans and extensions of credit under our credit facilities, on margin against our marketable securities and from installment notes, and proceeds from the sales of marketable securities. We use secured asset lending to fund a substantial portion of purchases of tractors, trailers and material handling equipment.

We employ ~~an asset-light~~a flexible 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 twenty-six weeks ended July ~~2, 2022,~~1, 2023, our capital expenditures totaled ~~$37.5~~$79.8 million. These expenditures primarily consisted of transportation equipment and investments in support of our value-added service operations. Our ~~asset-light~~flexible 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. ~~Through~~Due to shortages, production backlogs, and limited availability of transportation equipment in recent years, as well as the ~~remainder~~acquisition of ~~2022, exclusive of any acquisitions of businesses and~~ strategic real estate, ~~purchases,~~our expenditures are projected to be somewhat higher than the customary range of 4% to 5% of our operating revenues. For the full year 2023, exclusive of acquisitions of businesses, we expect our capital expenditures to be in the range of ~~8% to 10%~~$235 million, consisting of ~~operating revenues.~~$110 million for capital equipment and $125 million for purchases of strategic real estate. We expect to make these capital expenditures for the acquisition of transportation equipment, to support our new and existing value-added service operations, ~~for a new administrative office complex~~ to ~~support~~expand our ~~growth,~~owned terminal network, and for improvements to our existing terminal ~~yards~~yard and container facilities. ~~Due~~

On July 7, 2023, the Company closed on the purchase of a terminal in Compton, Los Angeles County, California. The purchase price was $80.0 million. The Company previously made a deposit of $1.0 million and used a combination of available cash on hand and funds borrowed under its existing line of credit to ~~widespread shortages, production backlogs, and limited availability of transportation equipment during 2021, our 2022 expenditures are projected to be somewhat higher than~~fund the customary range of 4% to 5% of our operating revenues. As equipment manufacturers identify and implement solutions enabling them to overcome supply-side constraints, we would expect to return to a normalized level of capital expenditures in future periods.balance at closing.

We have a cash dividend policy that anticipates a regular dividend of $0.42 per share of common stock, payable in quarterly increments of $0.105 per share of common stock. After ~~taking into account~~considering the regular quarterly dividends made during the year, ~~our~~the Board of Directors also evaluates the potential declaration of an annual special dividend payable in the first quarter of each year. The Board of ~~directors~~Directors did not declare a special dividend in the first quarter of ~~2021.~~2023. On July ~~28, 2022,~~27, 2023, our Board of Directors did declare the regular quarterly cash dividend of $0.105 per share of common stock payable October ~~3, 2022~~2, 2023 to shareholders of record at the close of business on September ~~5, 2022.~~4, 2023. During the year ended December 31, ~~2021,~~2022, we paid a total of $0.42 per common share, or ~~$11.3~~$11.1 million. 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 May 13, 2022, the Company commenced a “Dutch auction” tender offer to repurchase up to 100,000 shares of the Company’s outstanding common stock at a price of not greater than $28.00 nor less than $25.00 per share. Following expiration of the tender offer on June 15, 2022, we accepted 164,189 shares, including 64,189 oversubscribed shares tendered,We continually evaluate our liquidity requirements and capital structure in light of our ~~common stock for purchase~~operating needs, growth initiatives and capital resources. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions. If such additional borrowing, lease financing, or equity capital is not available at ~~$28.00 per share, for a total purchase price~~the time we need it, then we may need to borrow more under the Revolving Credit Facility (if not then fully drawn), extend the maturity of ~~approximately $4.6 million, excluding fees and expenses related to the offer. We paid for the accepted shares with available cash and funds borrowed under our existing line of credit.~~

~~While operating cash flows may~~then-outstanding debt, or rely on alternative financing arrangements. There can be ~~negatively impacted by a prolonged pandemic, the Company believes~~no assurance that we will be able to ~~finance~~obtain additional debt under our ~~near term needs for working~~existing financial arrangements to satisfy our ongoing capital requirements. However, we believe that our existing liquidity and sources of capital are sufficient to support our operations 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 decline more than expected, we may need to obtain additional financing. The Company’s ability to fund future operating expenses and capital expenditures, as well as its ability to meet future debt service obligations or refinance indebtedness will depend on future operating performance, which will be affected by general economic, financial, and other factors beyond our control.12 months.

We ~~continue to~~also continually 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 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 revolving credit facility (the “Revolving Credit Facility”) provides for a ~~$200~~$400 million revolver at a variable rate of interest based on ~~LIBOR~~index-adjusted SOFR or a base rate and matures on ~~November 26, 2023.~~September 30, 2027. The Revolving Credit Facility, which is secured by cash, deposits, accounts receivable, and selected other assets of the applicable borrowers, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. Our Revolving Credit Facility includes an accordion feature which allows us to increase availability by up to ~~$100~~$200 million upon our request. At July ~~2, 2022,~~1, 2023, we were in compliance with all its covenants, and ~~$49.5~~$400.0 million was available for borrowing.

Our UACL Credit and Security Agreement (the “UACL Credit Agreement”) provides for maximum borrowings of $90 million in the form of an $80 million term loan and a $10 million revolver at a variable rate of interest based on index-adjusted SOFR or a base rate and matures on September 30, 2027. The UACL Credit Agreement, which is secured by cash, deposits, accounts receivable, and selected other assets of the applicable borrowers, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. Our UACL Credit Agreement includes an accordion feature which allows us to increase availability by up to $30 million upon our request. At July 1, 2023, $10.0 million was available for borrowing on the revolver, and the borrowers were in compliance with all covenants under the facility, provided that compliance with the fixed charge coverage ratio required application of a $2 million equity cure by Universal Logistics Holdings, Inc. as permitted by the agreement. After giving effect to application of net cash proceeds comprising the cure amount and recalculation of the financial covenant, the borrowers were in compliance with the fixed charge coverage ratio at July 1, 2023.

A 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 specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25% to ~~5.13%~~7.27%.

Certain wholly owned subsidiaries entered into a $165.4 million term loan facility to repay outstanding balances under a then-existing term loan and certain other real estate notes (the “Real Estate Facility”). The Real Estate Facility matures on April 29, 2032 and is secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The Real Estate Facility includes customary affirmative and negative covenants, and principal and interest is payable on the facility on a monthly basis, based on an annual amortization of 10%. The facility bears interest at Term SOFR, plus an applicable margin equal to 2.12%. At July ~~2, 2022,~~1, 2023, we were in compliance with all covenants under the facility.

We also maintain a short-term line of credit secured by our portfolio of marketable securities (the “Margin Facility”). It bears interest at ~~LIBOR~~Term SOFR 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 advanced against the line as of July ~~2, 2022,~~1, 2023, and the maximum available borrowings were ~~$4.6~~$5.2 million.

Any failure to comply with any material provision or covenant of the Revolving Credit Facility, UACL Credit Agreement, Equipment Financing, Real Estate Facility, Margin Facility, or other agreements governing our financing arrangements in the future could have a material adverse effect on our liquidity and operations.

At July ~~2, 2022,~~1, 2023, we had cash and cash equivalents of ~~$14.7~~$65.0 million compared to ~~$13.9~~$47.2 million at December 31, ~~2021.~~2022. Operating activities provided ~~$69.3~~$105.0 million in net cash, and we used ~~$32.1~~$77.2 million in investing activities and $6.4 million in financing ~~activities and $35.5 million in investing~~ activities.

The ~~$69.3~~$105.0 million in net cash provided by operations was primarily attributed to ~~$86.7~~$48.4 million of net income, which reflects non-cash depreciation and amortization, noncash lease expense, ~~gain~~gains on marketable equity securities ~~gains on~~and equipment sales, amortization ~~and write-off~~ of debt issuance costs, stock-based compensation, and provisions for ~~doubtful accounts~~credit losses totaling ~~$61.4~~$56.0 million, net. Net cash provided by operating activities also reflects an aggregate ~~increase~~decrease in net working capital totaling ~~$78.8~~$0.5 million. The primary drivers behind the ~~increase~~decrease in working capital was a decrease in trade and other accounts receivables, and an increase in accruals for insurance and claims. These were partially offset by principal reductions in operating lease liabilities during the period, ~~increases in trade and other accounts receivable and~~an increase in prepaid expenses and other assets, and decreases ~~in accruals for insurance and claims other long-term liabilities. These were partially offset by increases~~ in trade accounts payable, accrued expenses and other current liabilities, ~~and~~ income taxes ~~payable.~~payable and other long-term liabilities. Affiliate transactions ~~decreased~~increased net cash provided by operating activities by ~~$4.2~~$5.5 million. The ~~decrease in net cash~~increase resulted from a ~~decrease~~$6.6 million increase in accounts payable to affiliates, ~~of $3.6~~partially offset by a $1.1 million ~~and a decrease~~increase in accounts receivable from ~~affiliates of $0.6 million.~~affiliates.

The ~~$32.1~~$77.2 million in net cash used in investing activities consisted of ~~$37.5~~$79.8 million in capital expenditures, ~~and $0.1 million in marketable securities purchases. These uses were~~which was partially offset by ~~$5.6~~$2.5 million in proceeds from the sale of ~~equipment.~~ equipment and $0.1 million in proceeds from the sale of marketable securities.

We used ~~$35.5~~$6.4 million in financing activities during the twenty-six weeks ended July 2,1, 2023. We had outstanding borrowings totaling $382.0 million at July 1, 2023 compared to $382.9 million at December 31, 2022. During the period, we paid cash dividends of $8.4 million, $14.3 million for purchases of common stock and $1.7 million in capitalized financing costs. We had outstanding borrowings totaling $417.3 million at July 2, 2022 compared to $428.4 million at December 31, 2021. During the period we made ~~net repayments~~payments on our ~~revolving lines of credit totaling $12.8 million and~~ term loan and equipment and real estate ~~note payments~~notes totaling ~~$192.3 million. We also~~$34.6 million, and we borrowed ~~$193.9~~$33.7 million ~~during~~for new equipment. During the period, ~~to repay outstanding balances under a then-existing term loan and certain other real estate notes, and for new equipment.~~we also paid cash dividends of $5.5 million.

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, ~~2021.~~2022. There have been no changes in our accounting policies during the thirteen weeks ended July ~~2, 2022.~~ 1, 2023.

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. Conversely, such demand generally decreases during the third quarter of each year due to the impact of scheduled OEM customer plant shutdowns in July 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.

Our transportation services business is generally impacted by decreased activity during the post-holiday winter season and, in certain states, during hurricane season. At these times, some shippers reduce their shipments, and inclement weather impedes trucking operations or underlying customer demand.

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 July ~~2, 2022.~~1, 2023. For additional information, please see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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-15 or 15d-15 of 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 July ~~2, 2022,~~1, 2023, 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 July ~~2, 2022~~1, 2023 identified in connection with our evaluation that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

For information regarding legal proceedings, see Note 1413 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

~~Except as noted below, there~~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, ~~2021.~~2022.

~~A determination that independent contractors are employees could expose us to various liabilities and additional costs.~~

Federal and state legislators and other regulatory authorities, as well as independent contractors themselves, often seek to assert that independent contractors in the transportation services industry are employees rather than independent contractors. An example of such legislation enacted in California will now be enforceable against trucking companies following the U.S. Supreme Court’s recent decision not to hear an appeal in litigation challenging the legislation. Although no enforcement actions under the California legislation have been asserted against the Company, if the State of California seeks to re-classify our use of our independent contractors as employees, that result could materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits. In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate for prior periods. Any of the above increased costs would adversely affect our business and operating results.

(1) On July 29, 2021, the Company announced that it had been authorized to purchase up to 1,000,000 shares of its common stock from time to time in the open market. As of July 2, 2022, 513,251 shares remain available under this authorization. No specific expiration date has been assigned to the authorization.

~~(2) On May 13, 2022,~~None of the Company’s ~~announced that its Board~~directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended July 1, 2023, as such terms are defined under Item 408(a) of Directors authorized the repurchase of up to 100,000 shares of common stock through a “Dutch auction” tender offer at a price of not greater than $28.00 nor less than $25.00 per share. Following expiration of the tender offer on June 15, 2022, we accepted 164,189 shares, including 64,189 oversubscribed shares tendered, of our common stock for purchase at $28.00 per share, for a total purchase price of approximately $4.6 million, excluding fees and expenses related to the offer. We paid for the accepted shares with available cash and funds borrowed under our existing line of credit.Regulation S-K.

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


	Thirteen Weeks Ended						Twenty-six Weeks Ended					Thirteen Weeks Ended						Twenty-six Weeks Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021		July 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Net Income	$	44,699		$	25,604		$	86,707		$	47,260	$	23,566		$	44,699		$	48,442		$	86,707
Other comprehensive income (loss):
Unrealized changes in fair value of interest rate swaps, net of income taxes of $(215), $2, $(133) and $35, respectively		(630	)		30			(389	)		163
Unrealized changes in fair value of interest rate swaps, net of income taxes of $367, $(215), $90 and $(133), respectively													1,082			(630	)		262			(389	)
Foreign currency translation adjustments		1,012			(666	)		(1,822	)		401		(886	)		1,012			(975	)		(1,822	)
Total other comprehensive income (loss)		382			(636	)		(2,211	)		564		196			382			(713	)		(2,211	)
Total comprehensive income	$	45,081		$	24,968		$	84,496		$	47,824	$	23,762		$	45,081		$	47,729		$	84,496

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 (1)
April 3, 2022 - April 30, 2022		180,735		$	18.91		180,735		562,004
May 1, 2022 - May 28, 2022		48,753			21.28		48,753		513,251
May 29, 2022 - July 2, 2022		164,189	(2)		28.00		-		513,251
Total		393,677		$	22.99		229,488		513,251

Exhibit No.		~~Description~~
Exhibit No.		Description
~~3.1~~
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
~~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
~~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
~~3.4~~		Fifth Amended and Restated Bylaws, effective December 13, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2019)

31.1*
~~4.1~~		Second Amended and Restated Registration Rights Agreement dated July 28, 2021 among the Registrant and the Moroun Family Holders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 29, 2021)

~~10.1~~		Credit Agreement dated as of April 29, 2022 among UTSI Finance, Inc., UTS Realty, LLC, the lenders party thereto, and Fifth Third Bank, N.A., as agent for the lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)

~~10.2~~		Confirmation of Transaction, dated April 29, 2022, between Fifth Third Bank, N.A. and UTSI Finance, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 2, 2022)

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: August ~~11, 2022~~10, 2023	By:	/s/ Tim Phillips
		Tim Phillips Chief Executive Officer

Date: August ~~11, 2022~~10, 2023	By:	/s/ Jude Beres
		Jude Beres Chief Financial Officer


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	July 1, 2023			December 31, 2022
Gross unrealized gains	$	3,658		$	3,513
Gross unrealized losses		(816	)		(864	)
Net unrealized gains	$	2,842		$	2,649

	Interest Rates at July 2, 2022	July 2, 2022			December 31, 2021
Outstanding Debt:
Revolving Credit Facility (1)	3.29%	$	150,494		$	163,257
Equipment Financing (2)	2.25% to 5.13%		104,254			103,298
Real Estate Facility (3)	3.65%		162,594			—
Margin Facility (4)	2.89%		—			—
Debt paid upon refinancing:
Term Loan (1) (3)	NA		—			120,000
Real Estate Notes (3)	NA		—			41,887
Unamortized debt issuance costs			(2,026	)		(1,094	)
			415,316			427,348
Less current portion of long-term debt			52,448			61,160
Total long-term debt, net of current portion		$	362,868		$	366,188


	July 2, 2022								July 1, 2023
	Level 1		Level 2		Level 3		Fair Value Measurement		Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	14	$	—	$	—	$	14	$	151	$	—	$	—	$	151
Marketable securities		8,237		—		—		8,237		10,107		—		—		10,107
Interest rate swap										—		3,234		—		3,234
Total	$	8,251	$	—	$	—	$	8,251	$	10,258	$	3,234	$	—	$	13,492

Liabilities
Interest rate swaps	$	—	$	760	$	—	$	760
Total	$	—	$	760	$	—	$	760

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company