Hello and welcome to the Universal Logistics Holding Inc. Third Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. During the course of this call, management may make forward-looking statements based on their best view of the business as seen today. Statements that are forward-looking relate to Universal's business objectives or expectations and can be identified by the use of the words such as believe, expect, anticipate, and project. Such statements are subject to uncertainties and risks and actual results could differ materially from those expectations. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Jeff Rogers, Chief Executive Officer; Mr. Jude Beres, Chief Financial Officer and Mr. Steven Fitzpatrick, Vice President, Finance and Investor Relations for Universal Logistics Holding Inc. Thank you. Mr. Rogers, you may begin.

Thanks, Vergil. Good morning. Thank you for joining the Universal Logistics Holding's third quarter earnings call. This morning I'll begin with a few openings comments. Jude will provide some financial color and Steve will assist with our Q&A. As with previous quarters, we see mixed results from our business portfolio. Our consolidated third quarter revenue was down 4.5% or $12.7 million compared to third quarter 2015 with $5.1 million or 40% of that decline attributable to lower fuel surcharges. The freight environment continues to be challenging. Despite that, our dedicated business is growing and providing solid margins. Our brokerage business growth remains strong with new customer inroads being built every day. Strong growth continues in our value added business, fuelled by automotive volumes that remain high and continued success winning new contracts. As good as that is, value added growth was slowed by the reduction in Class 8 truck production volumes, that are projected to remain depressed through 2017. Starting with our transportation services, revenue was essentially flat sequentially, but down 8.2% or $14.5 million to $163.6 million from third quarter 2015. Lower fuel surcharge represents $3.3 million of the decline. Flatbed rates and volume continued to strain transportation revenue and profitability. Flatbed demand remains well below last year. We have though seen an increase in our van loads of 7% over third quarter last year. Keep in mind that within our legacy truckload group, flatbed represents 54% of our total loads. Continued weakness in the energy sector and weak industrial end markets has negatively impacted our revenue. We did experience a slight pickup in retail and consumer along with signs of life in steels and metals, but not enough to offset the impact from the energy and industrials. Overall load count was up 2.7%, while revenue per load was…

: Consolidated income from operations decreased $6.9 million to $10 million compared to $16.9 million in the third quarter of 2015. EBITDA decreased 25.1% to $19.1 million in the third quarter of 2015, which compares the $25.5 million one year earlier. Our operating margin and EBITDA margin for the third quarter of 2015 are 3.7% and 7% of total operating revenues. These metrics compared to 6% and 9%, respectively in the third quarter of 2015. Looking at our segment performance for the third quarter of 2016, in our transportation segment which includes our legacy truckload, intermodal, NVOCC and freight brokerage businesses, income from operations decreased 43.4% to $4.6 million from $8.1 million in the third quarter of 2015. Operating revenues for the quarter totaled $169.7 million, down 9.2% from $186.9 million in the same quarter last year. In our logistics segment, which includes our value added logistics and dedicated transportation business, income from operations decreased 47.1% to $5.4 million on $101.1 million of total operating revenues compared to $10.1 million income from operations on $97.2 million in total operating revenue in 2015. On our balance sheet, we held cash and cash equivalents totaling $1.5 million and marketable securities of $13.8 million. Outstanding debt net of 1.7 million of debt issuance cost, totaled $248.9 million. Updating our interest forecast, we are projecting interest expense for the year to be between $8 million to $8.5 million depending on the timing of some capital expenditures. Capital expenditures for the quarter totaled $36.2 million for a total of $82.3 million for the year. We are reaffirming our CapEx guidance and expect this year's capital expenditures to be in the $100 million range; $60 million for transportation, intermodal and material handling equipment and $40 million to support our value added business. And finally, our Board of Directors declared Universal's $0.07 per share regular quarterly dividend. This quarter's dividend is payable to shareholders of record at the close of business on November 7th, 2016 and is expected to be paid on November 17th, 2016. Vergil, we are ready to take some questions.

[Operator Instructions]. Your first question comes from Chris Wetherbee from Citigroup. Your line is open.

Hey thanks good morning guys.

Good Morning.

Good morning.

Hey wanted talk about the Class 8 truck market and sort of your exposure to that. So, obviously that hurt in the quarter. I think you have talked a little bit about some of your cost flexibility, maybe being lagged a little bit, but responding. So, could you give us a sense in terms of – you know how you are able to kind of flex the cost structure in the go-forward period? It feels like Class 8 trucks always have the potential to be low for a while, so just want to get a sense of how much of drag that might be going forward?

Chris, there is flexibility there. What we're seeing that maybe is a little bit abnormal to what we've seen in the past is because it's so dramatic down, the provider that we do service for has chosen to shut their plan down, basically one week a month, which creates a little bit of a problem from a cost perspective because you can't take the cost out permanently, you kind of have to flex up and down each month, and that's created a little bit of challenge for us in the near term. They are taking a look at how they want to stagger their production into 2017 and decide whether they want to take the whole production line down or maintain these one week a month type shutdowns which creates a lot of problems for us. So, we'll wait to see what happens next year and how they do it. But typically, and what I'm pretty pleased with in that area is, they've taken all the cost down based on the revenue decline, but when the plan shut down one week a month, it creates a little bit of an issue for us.

So, is that something we should watch going forward?

I do expect, I – well, we met with that OEM a couple of weeks ago and they are not, they kind of build there at the bottom, even though if you look at year-over-year production numbers, it shows a decline, but yes, that's really because of the first part of the year, they were heavier than they are now. We don't expect the production to get any lower and there might even be a little bit of uptick in 2017, but not much. So, we think we're at the bottom. We feel like we can manage it pretty well, so it's definitely not going to get any worse and you should be able to show some improvement I would think going forward into 2017.

Okay. That's helpful, I appreciate that. Then one other sort of auto questions, so production levels are relatively high, we are seeing though some degree of concern around SAAR levels as we look out into 2017. So, how should we think about the sensitivity of the business going forward and how maybe that kind of plays in. I think you've added some business wins, but just generally speaking in terms of the auto side of your business, and you've talked about 2017 and kind of how you guys tend to manage what might be a flat to potentially down SAAR environment?

Yeah, that's a really good question. And we're kind of seeing the same thing. Although, we have not seen a slowdown at all in any of the plants that we service, and I think we've talked about this before. We primarily, and not all of the plants, but primarily we support SUVs, light trucks and those sales are still booming, and I think the OEMs are taking advantage of all that they can, because those sales are still pretty high. So, we've not seen any slowdown. But I think expect – I think Ford came out and said that they are slowing production down a bit on 150. We don't support them in any of those assembly plans, but we are expecting automotive production to slowdown sometime in 2017, but we have not been given any forecast yet from the providers or from the OEMs that we provide service to that shows any slowdown. Another thing, keep in mind Chris is, a lot of the plants that we support, they are exporting some of that production that they didn't use to do. So, even though sales may be slowing down in the U.S., I think there is more exports of some of the models that we support that hopefully will peak production levels higher, longer you know through maybe a down cycle. But you know we all expect at some point they will slowdown, but we're sure not seeing it yet.

Okay. And just to be clear though, there's no reason to think that your costs flexibility relative to production levels is going to be reduce, meaning that you would have some of these potential issues with lower volumes, you know impairing profitability on as great a fashion as we saw on the Class 8, I put that example because those numbers were so dramatic to the downside. But in a slowing environment, you do have some cost flexibility, I'm assuming you kind of adapt to that?

Absolutely. Beauty of the model is, you know it's a fixed variable type arrangement, so even though we get a slowing volume, there is still a fixed component that covers us, but we are able to flex down very, very quickly. You know in a slower environment, the dramatic stuff is when it gets a little bit painful, but we don't, I don't think anybody is projecting or thinking a huge dramatic decrease in automotive production.

Okay. Great. Now that that helpful, and maybe one quick housekeeping, it's for you – let me on, it's mainly for Jude, just when you think about launch-related costs in the fourth quarter, I know we've got $8 million I think in pre-planning, so relative to the third quarter, I think you said $1.4 million in the third quarter. How do we think about that number for 4Q?

I think, it's probably will be about the same, Chris.

Okay. Great. Well, thanks very much for the time guys. I appreciate it.

Your next question comes from the line of Todd Fowler from KeyBanc Capital Markets.

Great. Thanks, good morning. Just to be clear, just on the launch cost, those are going to the SG&A line item, that's where they were this quarter and that's where we'll see them in the fourth quarter as well.

No they are in direct operating expense, normally the launch-related cost, is that what you're referring to Todd?

Yeah. That's right. So those are in direct operating?

Yeah, they are in direct. The wages and there will be some in the operating expenses for travel and IT equipment, that kind of stuff.

Okay, that helps. Then I guess, Jeff, where I wanted to spend a little bit of time, you know you had some comments on the end markets on the transportation side. It sounds like you saw a pick-up on the dry van business. Is that new business that you are winning, is that something that you are seeing in the spot market, you know just maybe a little bit of color, what supported the 7% volume growth on the van side this quarter?

Sure, and most of it is new business that we're bringing. We've kind of focused, I can't remember if I've talked to anybody about this at the previous meeting that we've had, but we've shifted a little bit of our focus within the truckload group and we still have the agent-based business in owner/operators and that model. But, what've we've done is we've tried to build out their company facilities to be more regional and local-focused, and that's why we're seeing the van pick up. Because if you think about what's going on in the trucking market is, it's very, very difficult to hire and retain drivers in that irregular route type moves. But we've had success hiring drivers and bringing on new business that's primarily vans, because we're going after more of the local regional type model and type business. And it's very similar to a dedicated type model, but we just don't call it that. That's really still part of truckload and it's not dedicated, but that's kind of what it is, it's more of a local and regional, and that's what we're seeing the new growth on the van side.

Good. Okay. That make sense and that's helpful. Then just in more core industrial markets, so it sounds like that CO maybe is a little bit better, but off of a low base. And with the energy markets, are you seeing anything, as it is bouncing on the bottom at a low level or is it actually getting a little bit worse and just trying to get a sense of what you're seeing on kind of the legacy flatbed side?

We saw some increased activity probably mid-quarter definitely on the steel that kind of tapered off, but we did see a little bit of an increase there. The oil and gas, we're actually seeing a little more activity, as fuel, you know as the cost of oil has reached that $50 a barrel and slightly higher, that kind of be the level where people are willing to go back and do a little bit more drilling and we're seeing that for sure down in the Southern area of the United States and even in Pennsylvania, I think we've got some picked up activity, where they are doing some of the fracking. So, I think the $50 mark seems to be the sweet spot. If it's above that, I think you see more drilling, if it goes back below that, then it kinds of slows down. So, we're seeing a little bit more on the oil and gas side too.

Okay. Then just one more, just kind of on the transportation side, you know, you talked about a strong pipeline in dedicated. How do we think about, I mean $100 million number obviously a big number, but what's realistic to think about maybe in 2017 as far as the growth rate for that business? And would that be something that you'd have to commit capital too and bring on more either trailer capacity or trucking capacity, how do we think about the investment that you have to make to support some of that growth?

The dedicated is definitely more asset heavy than the rest of the businesses. So, when you look at that $100 million pipeline and we're absolutely not going to bring on $100 million on this dedicated business, because the other day, we're trying to be very, very disciplined when it comes to dedicated. If you remember two years ago, we were upside down on the dedicated model and take us a long-time to get that cleaned up and fixed. Part of that was some of the pricing issues, and you know the automotive guys are tough when it comes to that dedicated model and what they expect from a pricing perspective. So, we are not going to bring on new business and let that meet our criteria from a margin perspective. And I think, I've talked about that before. We're shooting for a 10% margin on dedicated. And if we can't get that, we're not going to bring it on. So, of that $100 million, there's absolutely some that just will not hit that target. But, it's nice to see the fact that people or are – you know the customer is liking what we're doing. Our service has improved tremendously because we have invested some new tractors and trailers into dedicated. So, as we bring on new business that would, you know we would be required to bring on and probably spend a little bit more per month, tractor trailer perspective than we do in the rest of the business. But I'm happy to do that if I can get that 10% plus return. So, we'll just have to see, but you know it's exciting that the customers like what we're doing. They are at least giving us the opportunity to bid and try to secure the business, but we absolutely of that $100 million, I would be probably happy. I think we are shooting for about a 10%. We hope to get a 10% growth next year in dedicated. So, if we get $10 million of that $100 million, that is 10% margin, I'll be pretty happy with that.

Got it. Okay, that helps. And then just the last one I had, you know Jeff and this kind of dovetails into what you are just talking about on the dedicated side. You know, when I think about the past couple of years, you came in, there was some work to do on the dedicated side, there was some work to do maybe you from reporting standpoint, even from a branding stand point. As you sit here today, you know, I understanding that, in some of your end markets, you remain challenged, but we just think about the opportunity within the business, have you – you know positioned the business to where you want it to be and now it's a little bit more dependent on just the end markets picking back up, requirement market is picking back up. Are there more things that you want to do as far as kind of internally within the organization on the cost side, looking at different places, end markets to be in? Just trying to get, maybe a view of kind of how you are thinking about the business going forward for the next couple of years?

Thanks Todd. That's a really good question. You know as we sit back and look at the changes that we've made and obviously we've made significant leadership changes, we've made significant organizational changes. You know I feel pretty good about where we're at form a branding perspective, matter of fact, we're getting ready to launch a new website in the next week or so, that I think will clearly do a much better job of explaining who we are and what we do, and that's been a big struggle, because as you know, a lot of people come, why we've changed the name from Universal Truckload to Universal Logistics is because we're not just a truckload carrier. We're pretty good at that, but that's not who we are. So, I think – I feel pretty good about the fact that we're starting to get better at selling the story on who we are, what we do and customers are appreciating that, especially on the value-add side. Because growth is not, you know is not our problem on the value-add side, it's you know getting better at launching multiple projects that warrants in getting the cost and the run rate faster to get where we need to from a margin perspective. So, I feel good about that as far as branding. I feel good about, what I've got the organization focused on, on where we want to grow and the type of business we want to grow in. We're going to continue to try to expand outside of automotive, and we've had some great success this year, and I see a lot of that in the pipeline on the value add side going forward. We're going to continue to expand into aerospace and other industrial markets that aren't as depressed right now, and I think that will help. So, we feel pretty good. There is still a ton of opportunity in the back office from a technology perspective and huge laser-focus on that. That's one of the things I really appreciate what Jude has brought to the table, is because that's what he does. He digs in and we're looking at efficiencies and focused on what technology can do for us. Because I mean – there is just a tremendous amount of opportunity. So, where I think we are positioned is pretty darn good, to be able to take advantage as the end markets do start coming around. And you know, again Class 8, it's going to be a year before things really I think play out and get much better there. Some of the other industrials may see some improvement. I think steel and metals will come back a little bit. I think oil and gas is going to come back in the next year. So, I feel really good about where we're positioned and what we can take advantage of as things get better within the environment that we play in.

Okay. I really appreciate the time this morning. Thanks for all the help.

You bet. Thanks Todd.

[Operator Instructions]. Your next question comes from John Larkin from Stifel. Your line is open.

Good morning gentlemen and thanks for taking the time here with us this morning.

You bet.

We were talking a minute ago about the dedicated opportunities and so forth. It sounded to me in your prepared remarks that virtually all of the activity in the automotive sector, which seems to be your area of expertise. I guess there is racks involved and other special equipment involved there. Is that are fair assessment or have you cast in that more broadly in the dedicated space?

Well, I think, what we have seen in our growth so far has all been automotive, because again that is our expertise and there's really not a lot of special equipment to that. John, it is racks and so we're bringing automotive supplies into an OTC and we're taken empty racks back to that supplier. But you do that that with a van, it's a little bit heavier duty type van, because they do get beat up a little bit with the automotive activity and the weight and all the things that you are doing. But it's pretty much a normal tractor and a little bit heavier duty trailer. So, there is not a lot of special equipment involved. We are trying to expand out of automotive and dedicated as well. We're trying – we're looking at different things. We've got several customers in the hopper in that – within that $100 million pipeline that are non-automotive. You know as we talk about with the board this week and you know our IP is we want to expand outside of automotive, but when the automotive guys keep giving us a bunch of business, I'm not going to say no as long as it fits, so it's kind of like – you know we're going to keep growing where it makes sense within automotive, because we feel pretty darn comfortable with automotive. But the intent is to get other business as well.

And I guess you've concluded that, it's just not feasible to provide that dedicated service even in the automotive market with owner/operators that really you need company equipment. Is…

We do have some owner/operators that support certain lanes, but for the most part, we try to do it with employees. It just seems to fit better.

Are you able to get some slip seating activity with that owned equipment or is it really just night operations?

It's both. We do have certain operations that fit very, very well with slip seating and that you know if we could slip seat a 100%, it would be perfect, but you just can't because of the requirement in some of the pickups that some of the supplier require to feed, and we call it the milk runs that support the automotive guys. But we do slip seat, but that's probably less than half of what we do are able to slip seat.

Got it. Then on the new value added projects, quite a list there, at least number wise, five new ones you are rolling out now, one new one in the fourth quarter, two more in the first quarter that you know about, plus there could be some others. Can you give us some color as to the specific industries those eight incremental projects are involved in, how many are automotive or any of them in Mexico if they are automotive, and then what other industries if any are represented in that group of eight?

There is aerospace in there, there is retail in there, there is automotive. The breakdown, I think there is one aerospace, one retail, the rest would be automotive. One of those is we're calling Mexico, but it's in existing facility that's just doubling in size. So, it's a huge increase in what we're going to do in Mexico for an existing customer, which we're pretty excited about. So, it's across the board, it's, you know there is more automotive than non-automotive, but we are excited about the fact that a couple of those are not automotive. So – and we see a couple on the horizon next year that are not going to be automotive, but we've won or very close to winning that we think will enhance our opportunities into aerospace.

What is the average revenue opportunity represented by each one of these incremental contracts just in very round numbers?

It's varied. A couple of them are million buck a pop, but then we've got another one of the huge ones that's $40 million. So, its' couple – really, really big wins and several small, you know I think one of them is $5 million or $8 million. So, it's really all over the board John, and it's – which is kind of exciting, because they're not all the same. Each one is a little bit different, which means you can kind of attack them a little bit differently, but it's pretty exciting. I mean what I see ahead of us from a value add and what we're doing and winning business and what the customer is appreciating, what we do inform, I'm pretty pleased with, and it's pretty exciting. you we'll get our arm around the cost, because there is no question about the fact that, you know the startup costs, you purchase for a little bit and with so many of them starting all at once and so many coming forward. But you know those guys that are in there have been doing this long time and they are really, really good. So, they will get their arms around it. So, I'm very, very happy and pretty excited about what I see there.

With the rate pressure on the classic old transportation side of the business, how would you assess that the state of the owner/operator community in in the Company? Are people basically leaving, are they parking their trucks positioned to come back in a year if things get better? Are they able to make their truck payments, give us sort of a state of the union on how your owner/operators are doing?

It's difficult and it varies depending on you know the markets that they are serving like you know the oil and gas guys, those guys just part their trucks and have foster trucks for the last year. We're starting to see like I said, a little bit of sign of life, because there is a little bit more activity, but those guys – you know – you got a guy that's been holding tight in and out of the oilfield for 20 years, that's all he wants to do. He doesn't want to go do something else, so he just parks his trucks. But then we've got guys that are doing really, really well on some of the very specific steel lanes that we have, even though steel is down, we still got a lot of activity and those guys are doing pretty well and pretty happy. Van seems to be the area where again the growth is happening right now and those are owner/operators, most guys are pretty happy and want more business.

I'm sorry, go ahead.

From my perspective, all the concerns about you know the capacity issues and the ELDs coming and you know the government overreach in my opinion from oversight, when it comes to trucking, that's all still very, very real and the owner operators are feeling it and they don't like it. So, it's all real. So, it will be interesting to see how 2017 plays out from a driver capacity perspective.

With that growth in dry van side of the business, you know a lot of owner/operator operations are live load, live unload, but in the last, I don't know 10 years or so, Landstar has made a big investment in their own dry van trailers which allows them to participate in the very large drop and hook side of the dry van business. Have you gone down the same path and is that one of the drivers of the growth in the dry van business?

The existing growth in dry van is not that – a lot of that's live unload. We do have some small trailer cools in some of those locations, but one of our largest customers is looking for us to kind of go down that road and model and provide large trailer cools, so that we can do kind of very similar thing that you are talking about. We're kind of analyzing that and determine whether not that makes sense for us. I think it does. So, we'll see, but I do see that the need for much large trailer investment in trader pools that we're going to play and grow that van business.

Now, there's been a lot of talk about on the insurance side, especially in the excess layers. Could you remind us what your self-insured retention level is presently and then whether you have had to renegotiate or come up with new relationships on the excess coverage side and whether your premiums have really taken off, we've heard people say that sometimes those premiums are up 50%, 60%, 70%?

John, this is Jude. Our premiums are pretty much flat. They are based on revenue and it's – we were responsible for anything over $1 million. So, we have an excess liability reserve on our book, but we're liable to anything over the standard millions dollars.

Okay.

John, it's Jeff again. Again, quite few of the agent/fleet owners that we've been talking to lately are very, very concerned about insurance rates, because those smaller fleets are just getting killed on what's happening from an insurance perspective.

When you said, you are responsible for everything over $1 million, you meant under $1 million is that right?

No, it's over a $1 million.

Okay. So…

It's a little bit different model John than what you are – what I would change to large the worldwide weight. Our current ownership like to do things, it's a little bit different than what the historical folks do or what other companies do?

Is that a captive insurance company or how is that structured, just remind us?

The related party.

Got it. Now it all makes sense. Then, on the M&A side, originally Universal is going to do a deal or two a year, kind of gotten away from that as the market, the end user market have become very difficult here. do you feel like the operation is stable enough and cleaned up enough that you can consider those sorts of things going forward, perhaps some tuck-ins or bolt-ons or do you think it's prudent to wait until the environment improves in your base markets?

I'll still say, as I've said for anything really, really significant, I don't think we're quite ready for it yet. But we're talking. I mean we've – you know we're looking at opportunities now. I don't know whether we'll pull the trigger or not John, but I still think for anything, you know game-changing significant, we're still little ways away from that I think.

Got it. That's all very helpful. Thanks for the great time this morning.

You bet.

You have no further questions in queue at this time. I'll turn the call back over to you.

I sure appreciate everybody taking their time and your interest in Universal. We'll talk to you next quarter. We'll see you.