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Form 8-K

sec.gov

8-K — UNIVERSAL LOGISTICS HOLDINGS, INC.

Accession: 0001193125-26-328643

Filed: 2026-07-31

Period: 2026-07-31

CIK: 0001308208

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ulh-20260731.htm (Primary)

EX-99.1 (ulh-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ulh-20260731.htm · Sequence: 1

8-K

0001308208false00013082082026-07-312026-07-31

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

Date of Report (Date of earliest event reported): July 31, 2026

Universal Logistics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada

0-51142

38-3640097

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

12755 E. Nine Mile Road

Warren, Michigan

48089

(Address of Principal Executive Offices)

(Zip Code)

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:

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

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 July 31, 2026, the Company issued a press release announcing its financial and operating results for the thirteen weeks and twenty-six weeks ended July 4, 2026, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On July 31, 2026, the Company issued a press release announcing that the Company’s board of directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on October 1, 2026 to shareholders of record on September 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.

(d) Exhibits.

99.1

Press Release dated July 31, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

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.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Date:

July 31, 2026

By:

/s/ Steven Fitzpatrick

Steven Fitzpatrick

Secretary

EX-99.1

EX-99.1

Filename: ulh-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Universal Logistics Holdings, Inc. Reports Second Quarter 2026 Financial Results; Declares Dividend

-

Second Quarter 2026 Operating Revenues: $379.3 million

-

Second Quarter 2026 Operating Income: $45.1 million

-

Second Quarter 2026 GAAP Earnings Per Share: $0.99 per share

-

Second Quarter 2026 Adjusted Earnings Per Share: $0.16 per share

-

Declares Quarterly Dividend: $0.105 per share

Warren, MI – July 31, 2026 — Universal Logistics Holdings, Inc. (NASDAQ: ULH) today reported consolidated operating revenues of $379.3 million, income from operations of $45.1 million, net income of $26.2 million, and $0.99 GAAP earnings per basic and diluted share for the second quarter 2026.

Universal’s operating results for the second quarter 2026 include a $45.3 million gain on the sale of certain real property located in Kearny, New Jersey, a $3.9 million non-cash impairment charge related to a group of tractors that are no longer expected to be utilized in operations and $12.3 million of charges related to developments in outstanding legal matters during the period. In the aggregate, these items increased operating income by $29.1 million and are included in our other non-reportable segment.

For comparative purposes, Universal reported total operating revenues of $393.8 million, income from operations of $19.9 million, net income of $8.3 million, and $0.32 earnings per basic and diluted share for the corresponding period last year.

Universal’s operating margin, calculated using GAAP income from operations, was 11.9% for the second quarter of 2026, compared with 5.1% during the same period last year. Excluding the gain recognized in connection with the Kearny sale, non-cash impairment charge and legal charges, the Company’s adjusted income from operations in the second quarter 2026, a non-GAAP measure, was $16.0 million. As a percentage of total operating revenue, Universal’s adjusted operating margin, a non-GAAP measure, for the second quarter 2026 was 4.2%, compared to an adjusted operating margin of 5.1% during the same period last year. The Company's second quarter 2026 adjusted earnings, a non-GAAP measure, was $0.16 per diluted share.

The Company’s adjusted EBITDA, a non-GAAP measure, during the second quarter 2026 was $49.2 million, compared to adjusted EBITDA of $56.2 million one year earlier. As a percentage of total operating revenue, Universal's adjusted EBITDA margin, a non-GAAP measure, for the second quarter 2026 was 13.0%, compared to adjusted EBITDA margin of 14.3% 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 presented in the accompanying tables and related disclosures.

“Our second quarter results reflect improved execution within our portfolio of transportation and logistics services,” stated Tim Phillips, Universal’s CEO. “Our contract logistics and trucking segments delivered solid results, reflecting our disciplined operating approach and commitment to providing best-in-class service. We also made meaningful progress within our intermodal segment, positioning the business to benefit from a continued recovery in freight markets. While we recognize that the recovery remains in its early stages and market conditions continue to evolve, we believe the freight cycle is moving in a favorable direction. We remain committed to executing our long-term strategy, investing in our people and operations, and creating sustainable value for our customers and stockholders.”

Contract Logistics

-

Second Quarter 2026 Operating Revenues: $271.4 million

-

Second Quarter 2026 Operating Income: $24.6 million

In the contract logistics segment, which includes our value-added and dedicated services, second quarter 2026 operating revenues increased 4.2% to $271.4 million, compared to $260.6 million for the same period last year.

Contract logistics segment revenues included $10.5 million in separately identified fuel surcharges from dedicated transportation services, compared to $7.3 million during the same period last year. At the end of the second quarter 2026, we managed 79 value-added programs, compared to 87 programs at the end of the second quarter 2025.

Income from operations in the contract logistics segment during the second quarter 2026 was $24.6 million, compared to $21.8 million during the same period last year. As a percentage of revenue, operating margin in the contract logistics segment for the quarter was 9.1%, compared to 8.4% during the same period last year.

Intermodal

-

Second Quarter 2026 Operating Revenues: $44.1 million

-

Second Quarter 2026 Operating (Loss): $(10.4) million

Operating revenues in the intermodal segment decreased 36.0% to $44.1 million in the second quarter, compared to $68.9 million for the same period last year. The year-over-year decline reflects lower load volumes and continued softness in demand and pricing pressures.

Intermodal segment revenues included $7.1 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 $5.2 million during the quarter, compared to $9.2 million one year earlier.

Load volumes declined 34.0%, and the average operating revenue per load, excluding fuel surcharges, declined an additional 6.3% on a year-over-year basis. In the second quarter 2026, the intermodal segment incurred an operating loss of $(10.4) million compared to an operating loss of $(5.7) million during the same period last year. As a percentage of revenue, operating margin in the intermodal segment for the second quarter 2026 was (23.7)%, compared to (8.2)% one year earlier.

Trucking

-

Second Quarter 2026 Operating Revenues: $63.8 million

-

Second Quarter 2026 Operating Income: $2.9 million

Operating revenues in the trucking segment decreased slightly to $63.8 million, compared to $64.1 million during the same period last year.

Trucking segment revenues included $18.8 million from brokerage services, compared to $18.4 million during the same period last year. Also included in our trucking segment revenues for the quarter were $5.6 million in separately identified fuel surcharges, compared to $3.4 million in fuel surcharges during the same period last year.

On a year-over-year basis, load volumes declined 15.7%; however, the average operating revenue per load, excluding fuel surcharges, increased 15.5%. Income from operations in the trucking segment was to $2.9 million compared to $3.3 million during the same period last year. As a percentage of revenue, the segment’s operating margin was 4.5% compared to 5.2% 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 September 1, 2026 and is expected to be paid on October 1, 2026.

Other Matters

As of July 4, 2026, Universal held cash and cash equivalents totaling $20.3 million and had total outstanding borrowings of $695.5 million, a decrease of $59.2 million during the quarter and $106.8 million since December 31, 2025. At July 4, 2026, the Company had approximately $238.8 million available under its $500 million revolving credit facility and was in compliance with its financial covenants. Capital expenditures during the quarter totaled $67.7 million, including a $55.0 million non-cash expenditure related to the previously disclosed property exchange.

Universal also reports selected non-GAAP financial measures to supplement its financial results presented in accordance with GAAP. These measures and the corresponding reconciliations to GAAP are described in more detail below in the section captioned “Non-GAAP Financial Measures.”

Source: Universal Logistics Holdings, Inc.

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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Statements regarding freight-market conditions and recovery, future demand and pricing, operating initiatives and the Company’s strategies and objectives are forward-looking statements.

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)

Thirteen Weeks Ended

Twenty-six Weeks Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

Operating revenues:

Truckload services

$

45,039

$

45,922

$

79,017

$

83,700

Brokerage services

19,449

19,571

36,201

39,836

Intermodal services

43,411

67,745

90,723

136,199

Dedicated services

88,106

81,828

172,224

166,835

Value-added services

183,318

178,728

368,733

349,613

Total operating revenues

379,323

393,794

746,898

776,183

Operating expenses:

Purchased transportation and equipment rent

67,014

81,508

127,692

161,251

Direct personnel and related benefits

164,798

168,032

341,002

332,533

Operating supplies and expenses

56,287

50,358

104,614

101,669

Commission expense

4,468

4,395

8,653

8,651

Occupancy expense

16,264

11,803

31,823

23,056

General and administrative

16,019

14,026

31,088

27,203

Insurance and claims

17,523

7,599

25,121

14,563

Depreciation and amortization

33,184

36,203

68,827

71,691

(Gain) on disposal of property and equipment

(45,257

)

(23

)

(45,722

)

(7

)

Impairment expense

3,886

3,886

Total operating expenses

334,186

373,901

696,984

740,610

Income from operations

45,137

19,893

49,914

35,573

Interest expense, net

(10,560

)

(8,852

)

(20,266

)

(17,075

)

Other non-operating income (expense)

(2

)

149

293

727

Income before income taxes

34,575

11,190

29,941

19,225

Provision for income taxes

8,389

2,874

7,266

4,895

Net income

$

26,186

$

8,316

$

22,675

$

14,330

Earnings per common share:

Basic

$

0.99

$

0.32

$

0.86

$

0.54

Diluted

$

0.99

$

0.32

$

0.86

$

0.54

Weighted average number of common shares outstanding:

Basic

26,370

26,331

26,361

26,325

Diluted

26,370

26,341

26,361

26,341

Dividends declared per common share:

$

0.105

$

0.105

$

0.210

$

0.210

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

July 4,

2026

December 31,

2025

Assets

Cash and cash equivalents

$

20,311

$

26,846

Marketable securities

10,351

Accounts receivable - net

267,374

261,337

Other current assets

90,052

84,308

Total current assets

377,737

382,842

Property and equipment - net

779,747

819,495

Other long-term assets - net

525,530

569,651

Total assets

$

1,683,014

$

1,771,988

Liabilities and stockholders' equity

Current liabilities, excluding current maturities of debt

$

217,482

$

203,245

Debt - net

692,582

797,571

Other long-term liabilities

211,904

230,817

Total liabilities

1,121,968

1,231,633

Total stockholders' equity

561,046

540,355

Total liabilities and stockholders' equity

$

1,683,014

$

1,771,988

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data

Thirteen Weeks Ended

Twenty-six Weeks Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

Contract Logistics Segment:

Average number of value-added direct employees

6,792

7,407

7,028

7,329

Average number of value-added full-time equivalents

43

48

46

42

Number of active value-added programs

79

87

79

87

Intermodal Segment:

Number of loads (a)

62,291

94,327

140,121

195,797

Average operating revenue per load, excluding fuel surcharges (a)

$

521

$

556

$

489

$

540

Average number of tractors

1,017

1,392

1,079

1,396

Number of depots

8

8

8

8

Trucking Segment:

Number of loads

26,519

31,451

52,595

60,073

Average operating revenue per load, excluding fuel surcharges

$

2,226

$

1,927

$

1,996

$

1,902

Average number of tractors

520

602

533

617

Average length of haul

402

369

392

381

(a) Excludes operating data from freight forwarding division in order to improve the relevance of the statistical data related to our brokerage services and improve the comparability to our peer companies.

UNIVERSAL LOGISTICS HOLDINGS, INC.

Unaudited Summary of Operating Data - Continued

(Dollars in thousands)

Thirteen Weeks Ended

Twenty-six Weeks Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

Operating Revenues by Segment:

Contract logistics

$

271,424

$

260,556

$

540,957

$

516,448

Intermodal

44,077

68,914

91,931

139,610

Trucking

63,822

64,069

114,010

119,652

Other

255

473

Total

$

379,323

$

393,794

$

746,898

$

776,183

Income from Operations by Segment:

Contract logistics

$

24,599

$

21,770

$

42,071

$

45,629

Intermodal

(10,450

)

(5,676

)

(23,566

)

(16,385

)

Trucking

2,855

3,340

3,421

5,530

Other

28,133

459

27,988

799

Total

$

45,137

$

19,893

$

49,914

$

35,573

Non-GAAP Financial Measures

This press release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include adjusted income from operations, adjusted net income, adjusted earnings per diluted share, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), and adjusted EBITDA margin.

The Company believes these non-GAAP financial measures provide useful supplemental information to investors by facilitating comparisons of operating performance across periods and by excluding certain items and impairment charges that may not be indicative of our core operating results. These measures are used internally by management to analyze operating performance, develop budgets, and forecast future periods. However, these non-GAAP measures should not be considered in isolation or as a substitute for GAAP financial measures, and other companies may calculate similarly titled measures differently.

Reconciliation to GAAP Measures

Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the accompanying tables in this press release. Set forth below is a reconciliation of income from operations, the most comparable GAAP measure, to adjusted income from operations; and of net income, the most comparable GAAP measure, to adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA for each of the periods indicated. The Company encourages investors to review these reconciliations in conjunction with our GAAP results.

Thirteen Weeks Ended

Twenty-six Weeks Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

( in thousands, except percentages)

( in thousands, except percentages)

Adjusted income from operations

Income from operations

$

45,137

$

19,893

$

49,914

$

35,573

(Gain) on Kearny sale

(45,274

)

(45,274

)

Legal charges

12,250

12,250

Impairment expense

3,886

3,886

Adjusted income from operations

$

15,999

$

19,893

$

20,776

$

35,573

Adjusted operating margin (a)

4.2

%

5.1

%

2.8

%

4.6

%

Adjusted net income and adjusted diluted earnings per share

Net income

$

26,186

$

8,316

$

22,675

$

14,330

(Gain) on Kearny sale, net of income taxes (b)

(34,289

)

(34,287

)

Legal charges, net of income taxes (b)

9,278

9,277

Impairment expense, net of income taxes (b)

2,943

2,943

Adjusted net income

$

4,118

$

8,316

$

608

$

14,330

Adjusted diluted earnings per share (c)

$

0.16

$

0.32

$

0.02

$

0.54

(a) Adjusted operating margin is computed by dividing adjusted income from operations by total operating revenues for each of the periods indicated.

(b) For both the thirteen and twenty-six week periods ended July 4, 2026, the Company utilized an effective tax rate of 24.3%.

(c) Adjusted diluted earnings per share is computed by dividing adjusted net income by the weighted average number of diluted common shares outstanding for each of the periods indicated.

Thirteen Weeks Ended

Twenty-six Weeks Ended

July 4,

June 28,

July 4,

June 28,

2026

2025

2026

2025

( in thousands, except percentages)

( in thousands, except percentages)

Adjusted EBITDA

Net income

$

26,186

$

8,316

$

22,675

$

14,330

Income tax expense

8,389

2,874

7,266

4,895

Interest expense, net

10,560

8,852

20,266

17,075

Depreciation

30,359

30,596

63,164

60,585

Amortization

2,825

5,607

5,663

11,106

EBITDA

78,319

56,245

119,034

107,991

(Gain) on Kearny sale

(45,274

)

(45,274

)

Legal charges

12,250

12,250

Impairment expense

3,886

3,886

Adjusted EBITDA

$

49,181

$

56,245

$

89,896

$

107,991

Adjusted EBITDA margin (d)

13.0

%

14.3

%

12.0

%

13.9

%

(d) Adjusted EBITDA margin is computed by dividing adjusted EBITDA by total operating revenues for each of the periods indicated.

We present adjusted income from operations, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA, and adjusted 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.

Adjusted income from operations, adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA have limitations as an analytical tool. Some of these limitations are:

• Adjusted income from operations, adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

• Adjusted income from operations, adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted income from operations, adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements; and

• Other companies in our industry may calculate adjusted income from operations, adjusted net income and adjusted diluted earnings per share, and adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, adjusted income from operations, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA and adjusted 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 adjusted income from operations, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, adjusted EBITDA and adjusted EBITDA margin.

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Jul. 31, 2026

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Entity Tax Identification Number

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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