UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 29, 2026 |
Universal Logistics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Nevada |
0-51142 |
38-3640097 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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12755 E. Nine Mile Road |
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Warren, Michigan |
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48089 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 586 920-0100 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock, no par value |
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ULH |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 1, 2026, Universal Logistics Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the thirteen weeks ended April 4, 2026, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer and Treasurer
As previously disclosed in the Current Report on Form 8-K filed by the Company on April 8, 2026, Michael H. Rogers was appointed to serve as Chief Financial Officer and Treasurer of the Company, effective June 1, 2026.
On April 29, 2026, the Company’s subsidiary, Universal Management Services, Inc., entered into an employment agreement (the “Employment Agreement”) with Mr. Rogers in connection with his appointment as the Company’s Chief Financial Officer and Treasurer. The Employment Agreement provides that Mr. Rogers’ employment will commence on June 1, 2026 (the “Effective Date”).
Under the Employment Agreement, effective as of the Effective Date, Mr. Rogers will receive an annual base salary of $425,100, which, subject to his continued employment with the Company, will increase to $500,000 in June 2027. Mr. Rogers will also be eligible to participate in the Company’s annual cash incentive compensation program and, for 2026, will be eligible to receive a minimum cash bonus of $300,000, payable in October 2026, subject to his continued employment through the applicable payment date.
In addition, effective as of the Effective Date, Mr. Rogers will be eligible to receive a restricted stock award with an aggregate grant date value of approximately $127,500, which is expected to vest over a four-year period, with 25% vesting on each anniversary of the grant date, subject to Mr. Rogers’ continued employment. The restricted stock award will be granted under the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan and will be subject to the terms of such plan and a separate restricted stock award agreement between the Company and Mr. Rogers.
Mr. Rogers will also be entitled to participate in the Company’s employee benefit plans and programs generally available to senior executives of the Company, including health, dental, vision, disability, life insurance and paid time off benefits.
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Audit Committee Appointment
On April 29, 2026, the Board of Directors appointed Michael A. Regan to serve as a member of the Audit Committee, effective immediately. Mr. Regan has served as a director of the Company since 2013. The Board of Directors has determined that Mr. Regan is independent under the applicable listing standards of The Nasdaq Stock Market LLC and qualifies as an audit committee financial expert. There are no arrangements or understandings between Mr. Regan and any other person pursuant to which he was selected as a member of the Audit Committee, and there are no transactions involving Mr. Regan that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on April 29, 2026. At the Annual Meeting, the stockholders elected 9 directors to serve as the Board of Directors until the next Annual Meeting of Stockholders, approved on an advisory basis the 2025 compensation awarded to our named executive officers, and ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the calendar year 2026. Final vote tabulations are indicated below:
Proposal No. 1: Election of Directors
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Nominee |
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For |
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Withheld |
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Grant E. Belanger |
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23,885,723 |
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2,018,353 |
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Frederick P. Calderone |
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20,633,906 |
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5,270,170 |
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Clarence W. Gooden |
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25,493,027 |
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411,049 |
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Marcus D. Hudson |
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24,051,648 |
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1,852,428 |
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Matthew J. Moroun |
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20,431,071 |
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5,473,005 |
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Matthew T. Moroun |
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20,108,850 |
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5,795,226 |
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Tim Phillips |
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20,296,799 |
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5,607,277 |
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Michael A. Regan |
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25,243,141 |
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660,935 |
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H.E. “Scott” Wolfe |
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20,640,086 |
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5,263,990 |
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There were 196,327 broker non-votes with respect to this proposal.
Proposal No. 2: Non-binding advisory vote to approve the compensation of the Company’s named executive officers
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For |
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Against |
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Abstain |
25,683,675 |
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176,542 |
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43,859 |
There were 196,327 broker non-votes with respect to this proposal.
Proposal No. 3: Ratification of the Company’s independent registered public accounting firm for 2026
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For |
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Against |
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Abstain |
26,082,205 |
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3,591 |
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14,607 |
Item 7.01 Regulation FD Disclosure.
On May 1, 2026, the Company issued a press release announcing that our Board declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 1, 2026 to stockholders of record on June 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
Employment Agreement between Universal Management Services, Inc. and Michael Rogers |
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99.1 |
Press Release dated May 1, 2026 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNIVERSAL LOGISTICS HOLDINGS, INC. |
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Date: |
May 1, 2026 |
By: |
/s/ Steven Fitzpatrick |
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Steven Fitzpatrick Secretary |
Exhibit 99.1

Universal Logistics Holdings, Inc. Reports First Quarter 2026 Financial Results; Declares Dividend
-First Quarter 2026 Operating Revenues: $367.6 million
-First Quarter 2026 Operating Income: $4.8 million
-First Quarter 2026 Earnings Per Share: $(0.13) per share
-Declares Quarterly Dividend: $0.105 per share
Warren, MI – May 1, 2026 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated first quarter 2026 net loss of $(3.5) million, or $(0.13) per basic and diluted share, on total operating revenues of $367.6 million. This compares to net income of $6.0 million, or $0.23 per basic and diluted share, during first quarter 2025 on total operating revenues of $382.4 million.
In first quarter 2026, Universal’s operating income was $4.8 million, compared to $15.7 million in the first quarter one year earlier. As a percentage of operating revenue, operating margin for first quarter 2026 was 1.3%, compared to 4.1% during the same period last year.
The Company's EBITDA, a non-GAAP measure, during first quarter 2026 was $40.7 million, compared to $51.7 million one year earlier. EBITDA margin, a non-GAAP measure, for first quarter 2026 was 11.1%, compared to 13.5% during the same period last year.
The Company provides reconciliations of each non-GAAP financial measure used in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP. These quantitative reconciliations, together with management’s explanation of the purposes for which the non-GAAP measures are used, are presented in the accompanying tables and related disclosures.
“Our first-quarter performance reflects a slow start to the year driven primarily by continued weakness in our intermodal segment, including lower volumes and pricing pressure,” stated Universal’s CEO Tim Phillips. “Although we experienced positive momentum as the quarter progressed, the softness in the first two months proved to be a meaningful drag on our overall results for the period. While the recovery in our intermodal franchise is taking longer than anticipated, we continue to implement operational improvements and remain committed to restoring this segment to profitability. We are confident in the overall strength and resilience of Universal’s business model and remain focused on executing our strategy to drive long-term, sustainable success.”
Segment Information:
Contract Logistics
-First Quarter 2026 Operating Revenues: $269.5 million
-First Quarter 2026 Operating Income: $17.5 million
In the contract logistics segment, which includes our value-added and dedicated services, first quarter 2026 operating revenues increased 5.3% to $269.5 million, compared to $255.9 million for the same period last year.
Included in contract logistics segment revenues were $7.9 million in separately identified fuel surcharges from dedicated transportation services, compared to $8.6 million in the same period last year. At the end of first quarter 2026, we managed 79 value-added programs compared to a total of 87 programs at the end of first quarter 2025.
Income from operations in the contract logistics segment during first quarter 2026 was $17.5 million, compared to $23.9 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for first quarter 2026 was 6.5%, compared to 9.3% in the prior-year period.
Intermodal
-First Quarter 2026 Operating Revenues: $47.9 million
-First Quarter 2026 Operating (Loss): $(13.1) million
Operating revenues in the intermodal segment decreased 32.3% to $47.9 million in first quarter 2026, compared to $70.7 million for the same period last year. The year-over-year decline reflects lower load volumes and continued softness in demand and pricing pressures.
Included in intermodal segment revenues for the recently completed quarter were $5.4 million in separately identified fuel surcharges, compared to $8.2 million during the same period last year. Intermodal segment revenues also include other accessorial charges such as detention, demurrage and storage, which totaled $7.2 million during first quarter 2026, compared to $8.1 million one year earlier.
Load volumes declined 23.3%, and the average operating revenue per load, excluding fuel surcharges, declined an additional 10.4% on a year-over-year basis. In first quarter 2026, the intermodal segment experienced an operating loss of $(13.1) million compared to $(10.7) million one year earlier. As a percentage of revenue, operating margin in the intermodal segment for first quarter 2026 was (27.4)%, compared to (15.1)% one year earlier.
Trucking
-First Quarter 2026 Operating Revenues: $50.2 million
-First Quarter 2026 Operating Income: $0.6 million
In the trucking segment, first quarter 2026 operating revenues decreased 9.7% to $50.2 million, compared to $55.6 million for the same period last year.
First quarter 2026 trucking segment revenues included $16.2 million of brokerage services, compared to $18.0 million during the same period last year. Also included in our trucking segment revenues were $3.6 million in separately identified fuel surcharges during first quarter 2026, compared to $3.5 million in fuel surcharges during the same period last year.
On a year-over-year basis, load volumes declined 8.9% and the average operating revenue per load, excluding fuel surcharges, declined an additional 6.0%. Income from operations in first quarter 2026 was $0.6 million compared to $2.2 million during the same period last year. As a percentage of revenue, operating margin in the trucking segment for first quarter 2026 was 1.1% compared to 3.9% during the same period last year.
Cash Dividend
Universal Logistics Holdings, Inc. also announced today that its Board of Directors has declared a cash dividend of $0.105 per share of common stock. The dividend is payable to stockholders of record at the close of business on June 1, 2026 and is expected to be paid on July 1, 2026.
Other Matters
As of April 4, 2026, Universal held cash and cash equivalents totaling $17.9 million. Outstanding debt at the end of first quarter 2026 was $754.7 million and capital expenditures totaled $9.6 million.
Universal calculates and reports certain financial metrics, in addition to those prepared in accordance with GAAP, for purposes of its lending arrangements and to assist management in evaluating operating performance by isolating and excluding the impact of certain non-operating expenses associated with corporate development activities. These measures, which are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. are described in more detail below in the section captioned “Non-GAAP Financial Measures.”
Source: Universal Logistics Holdings, Inc.
For Further Information:
Steven Fitzpatrick, Investor Relations
SFitzpatrick@UniversalLogistics.com
About Universal:
Universal Logistics Holdings, Inc. (“Universal”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico and Canada. Our operating subsidiaries provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including value-added, dedicated, intermodal and trucking services. In this press release, the terms “us,” “we,” “our,” or the “Company” refer to Universal and its consolidated subsidiaries.
Forward Looking Statements
Some of the statements contained in this press release might be considered forward-looking statements. These statements identify prospective information. Forward-looking statements can be identified by words such as: “expect,” “anticipate,” “intend,” “plan,” “goal,” “prospect,” “seek,” “believe,” “targets,” “project,” “estimate,” “future,” “likely,” “may,” “should” and similar references to future periods.
Forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. These risks and uncertainties include, but are not limited to, market conditions; customer demand; pricing and competitive pressures; the timing, execution, and effectiveness of cost-reduction, efficiency, or restructuring initiatives; operating costs; labor availability; and other factors affecting operating income and margins.
Additional information about the factors that may adversely affect these forward-looking statements is contained in Universal’s reports and filings with the Securities and Exchange Commission. Universal assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share data)
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Thirteen Weeks Ended |
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April 4, |
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March 29, |
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2026 |
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2025 |
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Operating revenues: |
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Truckload services |
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$ |
33,977 |
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$ |
37,778 |
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Brokerage services |
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16,753 |
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20,265 |
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Intermodal services |
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47,312 |
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68,455 |
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Dedicated services |
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84,118 |
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85,007 |
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Value-added services |
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185,415 |
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170,885 |
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Total operating revenues |
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367,575 |
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382,390 |
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Operating expenses: |
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Purchased transportation and equipment rent |
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60,678 |
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79,743 |
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Direct personnel and related benefits |
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176,203 |
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164,501 |
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Operating supplies and expenses |
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48,327 |
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51,312 |
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Commission expense |
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4,186 |
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4,255 |
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Occupancy expense |
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15,559 |
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11,253 |
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General and administrative |
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14,604 |
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13,193 |
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Insurance and claims |
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7,598 |
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6,965 |
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Depreciation and amortization |
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35,643 |
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35,488 |
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Total operating expenses |
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362,798 |
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366,710 |
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Income from operations |
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4,777 |
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15,680 |
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Interest expense, net |
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(9,706 |
) |
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(8,224 |
) |
Other non-operating income |
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295 |
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|
578 |
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Income (loss) before income taxes |
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(4,634 |
) |
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8,034 |
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Provision for income taxes |
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(1,123 |
) |
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2,020 |
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Net income (loss) |
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$ |
(3,511 |
) |
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$ |
6,014 |
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Earnings per common share: |
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Basic |
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$ |
(0.13 |
) |
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$ |
0.23 |
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Diluted |
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$ |
(0.13 |
) |
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$ |
0.23 |
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Weighted average number of common shares outstanding: |
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Basic |
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26,353 |
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26,320 |
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Diluted |
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26,353 |
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26,346 |
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Dividends declared per common share: |
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$ |
0.105 |
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$ |
0.105 |
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UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Condensed Consolidated Balance Sheets
(In thousands)
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April 4, 2026 |
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December 31, 2025 |
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Assets |
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Cash and cash equivalents |
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$ |
17,922 |
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$ |
26,846 |
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Marketable securities |
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— |
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10,351 |
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Accounts receivable - net |
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257,405 |
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261,337 |
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Other current assets |
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83,895 |
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84,308 |
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Total current assets |
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359,222 |
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382,842 |
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Property and equipment - net |
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796,109 |
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819,495 |
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Other long-term assets - net |
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568,917 |
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569,651 |
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Total assets |
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$ |
1,724,248 |
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$ |
1,771,988 |
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Liabilities and stockholders' equity |
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Current liabilities, excluding current maturities of debt |
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$ |
201,622 |
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$ |
203,245 |
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Debt - net |
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750,301 |
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797,571 |
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Other long-term liabilities |
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233,738 |
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230,817 |
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Total liabilities |
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1,185,661 |
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1,231,633 |
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Total stockholders' equity |
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538,587 |
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|
540,355 |
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Total liabilities and stockholders' equity |
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$ |
1,724,248 |
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$ |
1,771,988 |
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UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Summary of Operating Data
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Thirteen Weeks Ended |
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April 4, |
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March 29, |
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2026 |
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2025 |
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Contract Logistics Segment: |
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Average number of value-added direct employees |
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7,264 |
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|
7,250 |
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Average number of value-added full-time equivalents |
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|
48 |
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|
37 |
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Number of active value-added programs |
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79 |
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|
87 |
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|
|
|
|
|
|
|
Intermodal Segment: |
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Number of loads (a) |
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77,830 |
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|
101,470 |
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Average operating revenue per load, excluding fuel surcharges (a) |
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$ |
463 |
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|
$ |
517 |
|
Average number of tractors |
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|
1,140 |
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|
|
1,401 |
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Number of depots |
|
|
8 |
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|
|
8 |
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|
|
|
|
|
|
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Trucking Segment: |
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|
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Number of loads |
|
|
26,076 |
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|
|
28,622 |
|
Average operating revenue per load, excluding fuel surcharges |
|
$ |
1,762 |
|
|
$ |
1,874 |
|
Average length of haul |
|
|
383 |
|
|
|
393 |
|
Average number of tractors |
|
|
545 |
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|
|
633 |
|
(a) Excludes operating data from freight forwarding division in order to improve the relevance of the statistical data related to our intermodal segment and improve the comparability to our peer companies.
UNIVERSAL LOGISTICS HOLDINGS, INC.
Unaudited Summary of Operating Data - Continued
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended |
|
|
|
April 4, |
|
|
March 29, |
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|
|
2026 |
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|
2025 |
|
Operating Revenues by Segment: |
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|
|
|
|
|
Contract logistics |
|
$ |
269,533 |
|
|
$ |
255,892 |
|
Intermodal |
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|
47,854 |
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|
|
70,697 |
|
Trucking |
|
|
50,188 |
|
|
|
55,582 |
|
Other |
|
|
— |
|
|
|
219 |
|
Total |
|
$ |
367,575 |
|
|
$ |
382,390 |
|
|
|
|
|
|
|
|
Income from Operations by Segment: |
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|
|
|
|
|
Contract logistics |
|
$ |
17,472 |
|
|
$ |
23,859 |
|
Intermodal |
|
|
(13,115 |
) |
|
|
(10,709 |
) |
Trucking |
|
|
566 |
|
|
|
2,190 |
|
Other |
|
|
(146 |
) |
|
|
340 |
|
Total |
|
$ |
4,777 |
|
|
$ |
15,680 |
|
Non-GAAP Financial Measures
In addition to providing consolidated financial statements based on generally accepted accounting principles in the United States of America (GAAP), we are providing additional financial measures that are not required by or prepared in accordance with GAAP (non-GAAP). We present EBITDA and EBITDA margin, each a non-GAAP measure, as supplemental measures of our performance. We define EBITDA as net income (loss) plus (i) interest expense, net, (ii) income taxes, (iii) depreciation, and (iv) amortization. We define EBITDA margin as EBITDA as a percentage of total operating revenues. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis.
In accordance with the requirements of Regulation G issued by the Securities and Exchange Commission, we are presenting the most directly comparable GAAP financial measure and reconciling the non-GAAP financial measure to the comparable GAAP measure. Set forth below is a reconciliation of net income, the most comparable GAAP measure, to EBITDA for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended |
|
|
|
April 4, |
|
|
March 29, |
|
|
|
2026 |
|
|
2025 |
|
|
|
( in thousands) |
|
EBITDA |
|
|
|
|
|
|
Net income (loss) |
|
$ |
(3,511 |
) |
|
$ |
6,014 |
|
Income tax expense |
|
|
(1,123 |
) |
|
|
2,020 |
|
Interest expense, net |
|
|
9,706 |
|
|
|
8,224 |
|
Depreciation |
|
|
32,805 |
|
|
|
29,989 |
|
Amortization |
|
|
2,838 |
|
|
|
5,499 |
|
EBITDA |
|
$ |
40,715 |
|
|
$ |
51,746 |
|
|
|
|
|
|
|
|
EBITDA margin (a) |
|
|
11.1 |
% |
|
|
13.5 |
% |
(a) EBITDA margin is computed by dividing EBITDA by total operating revenues for each of the periods indicated.
We present EBITDA and EBITDA margin because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
EBITDA has limitations as an analytical tool. Some of these limitations are:
EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA and EBITDA margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and only supplementally on EBITDA and EBITDA margin.