Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 04, 2024 | Jul. 01, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | UNIVERSAL LOGISTICS HOLDINGS, INC. | ||
Trading Symbol | ULH | ||
Entity Central Index Key | 0001308208 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 0-51142 | ||
Entity Tax Identification Number | 38-3640097 | ||
Entity Address, Address Line One | 12755 E. Nine Mile Road | ||
Entity Address, City or Town | Warren | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48089 | ||
City Area Code | 586 | ||
Local Phone Number | 920-0100 | ||
Title of 12(b) Security | Common Stock, no par value | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | MI | ||
Entity Common Stock, Shares Outstanding | 26,309,223 | ||
Entity Public Float | $ 192 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Southfield, Michigan | ||
Auditor Firm ID | 248 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement for the Registrant’s 2024 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,511 | $ 47,181 |
Marketable securities | 10,772 | 10,000 |
Accounts receivable - net of allowance for credit losses of $11,229 and $14,308, respectively | 287,946 | 350,720 |
Other receivables | 22,633 | 25,146 |
Prepaid expenses and other | $ 26,509 | $ 25,629 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Affiliated Entity [Member] | Affiliated Entity [Member] |
Total current assets | $ 361,081 | $ 459,652 |
Property and equipment, net | 565,480 | 391,154 |
Operating lease right-of-use asset | 87,208 | 99,731 |
Goodwill | 170,730 | 170,730 |
Intangible assets - net of accumulated amortization of $134,514 and $121,843, respectively | 61,296 | 73,967 |
Deferred income taxes | 1,225 | 1,394 |
Other assets | 6,503 | 7,050 |
Total assets | 1,253,523 | 1,203,678 |
Current liabilities: | ||
Accounts payable | 64,102 | 87,138 |
Current portion of long-term debt | 70,689 | 65,303 |
Current portion of operating lease liabilities | 29,998 | 28,227 |
Accrued expenses and other current liabilities | 43,062 | 43,106 |
Insurance and claims | 25,464 | 30,574 |
Due to affiliates | $ 20,700 | $ 20,600 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Affiliated Entity [Member] | Affiliated Entity [Member] |
Income taxes payable | $ 6,364 | $ 11,926 |
Total current liabilities | 260,416 | 286,901 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 311,235 | 313,197 |
Operating lease liability, net of current portion | 63,620 | 77,600 |
Deferred income taxes | 79,567 | 69,585 |
Other long-term liabilities | 6,487 | 9,465 |
Total long-term liabilities | 460,909 | 469,847 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 31,007,100 and 30,996,205 shares issued; 26,284,223 and 26,277,549 shares outstanding, respectively | 31,008 | 30,997 |
Paid-in capital | 5,103 | 4,852 |
Treasury stock, at cost; 4,722,877 and 4,718,656 shares | (96,840) | (96,706) |
Retained earnings | 595,450 | 513,589 |
Accumulated other comprehensive income (loss): | ||
Interest rate swaps, net of income taxes of $457 and $726, respectively | 1,350 | 2,156 |
Foreign currency translation adjustments | (3,873) | (7,958) |
Total shareholders’ equity | 532,198 | 446,930 |
Total liabilities and shareholders’ equity | 1,253,523 | 1,203,678 |
Affiliated Entity [Member] | ||
Current assets: | ||
Due from affiliates | 710 | 976 |
Current liabilities: | ||
Due to affiliates | $ 20,737 | $ 20,627 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 11,229 | $ 14,308 |
Intangible assets, accumulated amortization | $ 134,514 | $ 121,843 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,007,100 | 30,996,205 |
Common stock, shares outstanding | 26,284,223 | 26,277,549 |
Treasury stock,Shares | 4,722,877 | 4,718,656 |
Interest rate swaps, income taxes | $ 457 | $ 726 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating revenues: | |||
Total operating revenues | $ 1,662,139 | $ 2,015,456 | $ 1,750,980 |
Operating expenses: | |||
Purchased transportation and equipment rent, including related party amounts of $316, $1,072 and $1,695, respectively | 571,213 | 847,414 | 824,789 |
Direct personnel and related benefits, including related party amounts of $54,169, $51,879 and $42,371, respectively | 542,779 | 520,263 | 454,256 |
Operating supplies and expenses, including related party amounts of $9,221, $7,597 and $3,887, respectively | 170,994 | 177,440 | 149,394 |
Commission expense | 31,370 | 40,288 | 33,894 |
Occupancy expense, including related party amounts of $13,649, $12,220 and $12,384, respectively | 44,301 | 41,286 | 37,286 |
General and administrative, including related party amounts of $12,396, $11,801 and $8,923, respectively | 51,839 | 48,924 | 42,035 |
Insurance and claims, including related party amounts of $16,739, $15,754 and $17,997, respectively | 27,163 | 22,749 | 38,829 |
Depreciation and amortization | 77,036 | 76,657 | 67,537 |
Total operating expenses | 1,516,695 | 1,775,021 | 1,648,020 |
Income from operations | 145,444 | 240,435 | 102,960 |
Interest income | 1,454 | 132 | 43 |
Interest expense | (24,207) | (16,288) | (11,642) |
Other non-operating income | 1,608 | 1,143 | 7,220 |
Income before income taxes | 124,299 | 225,422 | 98,581 |
Income tax expense | 31,398 | 56,790 | 24,848 |
Net income | $ 92,901 | $ 168,632 | $ 73,733 |
Earnings per common share: | |||
Basic | $ 3.53 | $ 6.37 | $ 2.74 |
Diluted | $ 3.53 | $ 6.37 | $ 2.74 |
Weighted average number of common shares outstanding: | |||
Basic | 26,284 | 26,469 | 26,919 |
Diluted | 26,308 | 26,489 | 26,929 |
Dividends declared per common share | $ 0.42 | $ 0.42 | $ 0.42 |
Truckload services [Member] | |||
Operating revenues: | |||
Total operating revenues | $ 213,874 | $ 230,696 | $ 248,878 |
Brokerage services [Member] | |||
Operating revenues: | |||
Total operating revenues | 244,024 | 368,880 | 401,823 |
Intermodal services [Member] | |||
Operating revenues: | |||
Total operating revenues | 374,667 | 591,946 | 473,059 |
Dedicated services [Member] | |||
Operating revenues: | |||
Total operating revenues | 343,543 | 324,589 | 204,102 |
Value-added services [Member] | |||
Operating revenues: | |||
Total operating revenues | $ 486,031 | $ 499,345 | $ 423,118 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Truckload services, related party amounts | $ 6,682 | $ 903 | $ 660 |
Purchased transportation and equipment rent [Member] | |||
Operating expenses, related party amounts | 316 | 1,072 | 1,695 |
Direct personnel and related benefits [Member] | |||
Operating expenses, related party amounts | 54,169 | 51,879 | 42,371 |
Operating supplies and expenses [Member] | |||
Operating expenses, related party amounts | 9,221 | 7,597 | 3,887 |
Occupancy expense [Member] | |||
Operating expenses, related party amounts | 13,649 | 12,220 | 12,384 |
General and administrative expense [Member] | |||
Operating expenses, related party amounts | 12,396 | 11,801 | 8,923 |
Insurance and claims [Member] | |||
Operating expenses, related party amounts | $ 16,739 | $ 15,754 | $ 17,997 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ 92,901 | $ 168,632 | $ 73,733 |
Other comprehensive income (loss): | |||
Unrealized changes in fair value of interest rate swaps, net of income taxes of $(269), $786 and $82, respectively | (806) | 2,334 | 298 |
Foreign currency translation adjustments | 4,085 | (1,033) | (251) |
Total other comprehensive income (loss) | 3,279 | 1,301 | 47 |
Total comprehensive income | $ 96,180 | $ 169,933 | $ 73,780 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized changes in fair value of interest rate swaps, tax | $ (269) | $ 786 | $ 82 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net Income (Loss) | $ 92,901 | $ 168,632 | $ 73,733 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 77,036 | 76,657 | 67,537 |
Noncash lease expense | 30,376 | 29,406 | 26,058 |
Amortization of debt issuance costs | 808 | 545 | 480 |
Gain on marketable equity securities | (1,041) | (1,044) | (1,500) |
Gain on disposal of property and equipment | (1,650) | (5,442) | (1,202) |
Write-off of debt issuance costs | 0 | 583 | 0 |
Stock-based compensation | 262 | 222 | 162 |
Provision for credit losses | 3,773 | 9,775 | 6,315 |
Deferred income taxes | 10,151 | 8,215 | (3,197) |
Change in assets and liabilities: | |||
Trade and other accounts receivable | 62,503 | (16,266) | (92,968) |
Prepaid expenses and other assets | (1,810) | 4,702 | (7,074) |
Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities | (29,827) | (37,524) | 36,635 |
Principal reduction in operating lease liabilities | (30,633) | (27,991) | (24,650) |
Due to/from affiliates, net | 376 | 2,619 | 1,163 |
Other long-term liabilities | (2,979) | 316 | 1,788 |
Net cash provided by operating activities | 210,246 | 213,405 | 83,280 |
Cash flows from investing activities: | |||
Capital expenditures | (240,554) | (117,099) | (38,841) |
Proceeds from the sale of property and equipment | 3,513 | 14,281 | 5,605 |
Purchases of marketable securities | 0 | (925) | (114) |
Proceeds from sale of marketable securities | 269 | 0 | 117 |
Net cash used in investing activities | (236,772) | (103,743) | (33,233) |
Cash flows from financing activities: | |||
Proceeds from borrowing - revolving debt | 202,283 | 443,987 | 408,478 |
Repayments of debt - revolving debt | (180,349) | (607,244) | (396,547) |
Proceeds from borrowing - term debt | 56,186 | 339,641 | 15,967 |
Repayments of debt - term debt | (74,557) | (221,944) | (61,151) |
Dividends paid | (11,040) | (13,941) | (11,305) |
Purchases of treasury stock | (134) | (14,321) | 0 |
Capitalized financing costs | (947) | (4,417) | 0 |
Net cash used in financing activities | (8,558) | (78,239) | (44,558) |
Effect of exchange rate changes on cash and cash equivalents | 414 | 1,826 | (320) |
Net (decrease) increase in cash | (34,670) | 33,249 | 5,169 |
Cash and cash equivalents - beginning of period | 47,181 | 13,932 | 8,763 |
Cash and cash equivalents - end of period | 12,511 | 47,181 | 13,932 |
Supplemental cash flow information: | |||
Cash paid for interest | 23,399 | 14,331 | 11,223 |
Cash paid for income taxes | $ 25,412 | $ 40,886 | 36,173 |
Non-cash financing activities: | |||
Dividends declared but unpaid | $ 2,800 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Paid-in capital [Member] | Treasury stock [Member] | Retained earnings [Member] | Accumulated other comprehensive income (loss) [Member] |
Balances at Dec. 31, 2020 | $ 239,573 | $ 30,981 | $ 4,484 | $ (82,385) | $ 293,643 | $ (7,150) |
Net Income (Loss) | 73,733 | 73,733 | ||||
Other comprehensive income (loss) | 47 | 47 | ||||
Dividends paid | (8,479) | (8,479) | ||||
Dividends payable | (2,826) | (2,826) | ||||
Stock based compensation | 162 | 7 | 155 | |||
Balances at Dec. 31, 2021 | 302,210 | 30,988 | 4,639 | (82,385) | 356,071 | (7,103) |
Net Income (Loss) | 168,632 | 168,632 | ||||
Other comprehensive income (loss) | 1,301 | 1,301 | ||||
Dividends paid | (11,114) | (11,114) | ||||
Stock based compensation | 222 | 9 | 213 | |||
Purchases of treasury stock | (14,321) | (14,321) | ||||
Balances at Dec. 31, 2022 | 446,930 | 30,997 | 4,852 | (96,706) | 513,589 | (5,802) |
Net Income (Loss) | 92,901 | 92,901 | ||||
Other comprehensive income (loss) | 3,279 | 3,279 | ||||
Dividends paid | (11,040) | (11,040) | ||||
Stock based compensation | 262 | 11 | 251 | |||
Purchases of treasury stock | (134) | (134) | ||||
Balances at Dec. 31, 2023 | $ 532,198 | $ 31,008 | $ 5,103 | $ (96,840) | $ 595,450 | $ (2,523) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends paid per share | $ 0.42 | $ 0.42 | $ 0.315 |
Dividends payable per share | $ 0.105 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 92,901 | $ 168,632 | $ 73,733 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule10b51ArrModifiedFlag | false |
NonRule10b51ArrModifiedFlag | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Business Universal Logistics Holdings, Inc. (“Universal” or the “Company”) is a holding company whose subsidiaries provide a variety of customized transportation and logistics solutions throughout the United States and in Mexico, Canada and Colombia. 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 truckload, brokerage, intermodal, dedicated and value-added services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost model. (b) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended December 31, 2023. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported. In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment. The change resulted in additional depreciation expense of $ 9.7 million recorded during the quarter ended July 2, 2022 ($ 7.2 million net of tax, or $ 0.27 per basic and diluted share). Current Economic Conditions The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase. (c) Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates. (1) Summary of Significant Accounting Policies—continued (d) Cash and Cash Equivalents We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits. (e) Marketable Securities Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2023 and 2022, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income. See Note 4 “Marketable Securities” for further information on our portfolio. (f) Accounts Receivable Accounts receivable are recorded at the net invoiced amount, net of an allowance for credit losses, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates. (g) Inventories Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2023 2022 Finished goods $ 9,525 $ 8,321 Raw materials and supplies 2,881 3,040 Total $ 12,406 $ 11,361 (1) Summary of Significant Accounting Policies—continued (h) Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 The amounts recorded for depreciation expense were $ 64.4 million, $ 62.3 million, and $ 53.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles. (i) Intangible Assets Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, non-competition agreements, and trademarks that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years . Our identifiable intangible assets as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 104,762 $ 61,228 $ 165,990 $ 92,536 $ 73,454 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 4,000 — Non-compete agreements 2,720 2,652 68 2,720 2,207 513 Trademarks 2,500 2,500 — 2,500 2,500 — Total Identifiable Intangible Assets $ 195,810 $ 134,514 $ 61,296 $ 195,810 $ 121,843 $ 73,967 Estimated amortization expense by year is as follows (in thousands): 2024 $ 10,207 2025 9,555 2026 8,745 2027 8,227 2028 6,912 Thereafter 17,650 Total $ 61,296 The amounts recorded for amortization expense were $ 12.7 million, $ 14.4 million, and $ 13.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. (1) Summary of Significant Accounting Policies—continued (j) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other ”, we are required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill. During the third quarter of 2023, we completed our goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, no impairment loss was recognized. At both December 31, 2023 and 2022, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, $ 9.8 million in our trucking segment and $ 3.5 million in our company-managed brokerage segment. (k) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. (l) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 or 2019 had contingent consideration arrangements. (m) Fair Value of Financial Instruments For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 9 “Fair Value Measurement and Disclosures” for further information. (1) Summary of Significant Accounting Policies—continued (n) Deferred Compensation Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a five-year period. All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities. (o) Closing Costs Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. (p) Revenue Recognition Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $ 118.3 million, $ 168.6 million and $ 96.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, are included in operating revenues. See Note 3, “ Revenue Recognition ,” for more information on revenue recognition. (1) Summary of Significant Accounting Policies—continued (q) Insurance and Claims Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. (r) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 14 “Stock Based Compensation” for further information. (s) Income Taxes Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2020. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2019 and 2018, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. (1) Summary of Significant Accounting Policies—continued (t) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. (u) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, metals, energy and manufacturing industries. During the fiscal years ended December 31, 2023, 2022 and 2021, aggregate sales in the automotive industry totaled 43 %, 36 % and 31 % of revenue, respectively. In 2023, 2022 and 2021, General Motors accounted for approximately 20 %, 16 % and 13 % of our total operating revenues, respectively. In 2023, 2022 and 2021, sales to our top 10 customers, including General Motors, totaled 48 %, 42 % and 38 %, respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements Adoption of New Accounting Standard On January 1, 2023 , the Company adopted Accounting Standards Update (“ASU”) 2016-13 , Accounting for Credit Losses (Topic 326). The ASU requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The adoption of this standard did not have a material impact on our consolidated financial statements . Accounting Pronouncements Issued but Not Yet Effective In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 31, 2024, using a prospective approach. Early adoption and retrospective application are permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | (3) Revenue Recognition The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers. The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income. Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. To complement our available capacity, we provide customers with freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full-service domestic and international freight forwarding and customs brokerage. Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short- to medium-distance delivery of rail and steamship containers between the railhead or port and the customer. Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Our dedicated services are primarily short-run or round-trip moves within a defined geographic area. Transportation services are short-term in nature; agreements governing their provision generally have a term of one year or less. They do not contain significant financing components. The Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service. We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue include changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class 8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components. The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands): 2023 2022 Prepaid expenses and other - contract assets $ 729 $ 839 We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period. See also Note 17 for additional information on revenue reported by segment and by geographic region. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | (4) Marketable Securities Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 9. The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands): 2023 2022 Fair value $ 10,772 $ 10,000 Cost basis 7,316 7,351 Unrealized gains (losses) $ 3,456 $ 2,649 The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands): 2023 2022 Gross unrealized gains $ 4,124 $ 3,513 Gross unrealized losses ( 668 ) ( 864 ) Net unrealized gains (losses) $ 3,456 $ 2,649 The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands): 2023 2022 2021 Realized gain (loss) Sale proceeds $ 269 $ — $ 117 Cost basis of securities sold 27 — 92 Realized gain (loss) $ 242 $ — $ 25 Realized gain (loss), net of taxes $ 181 $ — $ 19 The Company did no t sell marketable equity securities during the year ended December 31, 2022. During the years ended December 31, 2023 and 2022 , our marketable equity securities portfolio experienced net unrealized pre-tax gains in market value of approximately $ 799,000 and $ 1,044,000 , respectively, which were reported in other non-operating income for the period. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | (5) Accounts Receivable Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month , totaled $ 59.7 million and $ 70.9 million at December 31, 2023 and 2022, respectively. Accounts receivable are presented net of an allowance for credit losses. Following is a summary of the activity in the allowance for credit losses for the years ended December 31 (in thousands): 2023 2022 2021 Balance at beginning of year $ 14,308 $ 7,841 $ 5,140 Provision for credit losses 3,773 9,775 6,315 Uncollectible accounts written off ( 6,852 ) ( 3,308 ) ( 3,614 ) Balance at end of year $ 11,229 $ 14,308 $ 7,841 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (6) Property and Equipment Property and equipment at December 31 consists of the following (in thousands): 2023 2022 Transportation equipment $ 461,550 $ 405,731 Land, buildings and related assets 256,419 175,874 Other operating assets 120,500 128,237 Information technology equipment 29,429 28,553 Construction in process 67,855 4,990 Total property and equipment 935,753 743,385 Less accumulated depreciation ( 370,273 ) ( 352,231 ) Total property and equipment, net $ 565,480 $ 391,154 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (7) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands): 2023 2022 Accrued payroll $ 18,047 $ 15,889 Accrued payroll taxes 3,149 2,124 Driver escrow liabilities 3,275 4,101 Legal settlements and claims 4,050 5,850 Commissions, other taxes and other 14,541 15,142 Total $ 43,062 $ 43,106 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2023 2023 2022 Outstanding Debt: Revolving Credit Facility (1) (2) 6.70 % $ 21,934 $ — UACL Credit Agreement (2) Term Loan 7.45 % 69,000 79,000 Revolver 7.45 % — — Equipment Financing (3) 2.25 % to 7.27 % 156,341 148,177 Real Estate Facility (4) 7.47 % 139,170 155,705 Margin Facility (5) 6.45 % — — Unamortized debt issuance costs ( 4,521 ) ( 4,382 ) 381,924 378,500 Less current portion of long-term debt 70,689 65,303 Total long-term debt, net of current portion $ 311,235 $ 313,197 (1) On September 30, 2022, we amended our Revolving Credit Facility by increasing the revolving credit commitment to up to $ 400 million. Borrowings under the Revolving Credit Facility may now be made until and mature on September 30, 2027 , and bear interest at index-adjusted SOFR or a base rate plus an applicable margin for each based on the Company’s leverage ratio. The term loan proceeds were advanced on November 27, 2018 , and the Company repaid in full its then outstanding balance on the term loan on April 29, 2022 . The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 378.1 million was available for borrowing on the revolver. (8) Debt—continued (2) Our UACL Credit Agreement provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver. Term loan proceeds were advanced on September 30, 2022 and used to repay existing indebtedness under the Revolving Credit Facility. The term loan matures on September 30, 2027 and will be repaid in consecutive quarterly installments, as defined in the UACL Credit Agreement, commencing December 31, 2023. The remaining term loan balance is due at maturity. Borrowings under the revolving credit facility may be made until and mature on September 30, 2027 . Borrowings under the UACL Credit Agreement bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin for each based on the borrower’s leverage ratio. The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver. (3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.27 %. (4) Our Real Estate Facility provided for a $ 165.4 million term loan, the full amount of which was advanced on April 29, 2022. The Company used the facility’s proceeds to repay the outstanding balances under the term loan portion of the Revolving Credit Facility and certain other Real Estate Note obligations. The facility matures on April 29, 2032 . Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10 %. The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %. At December 31, 2023, we were in compliance with all covenants under the facility. (5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10 % . The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2023, the maximum available borrowings under the line of credit were $ 5.3 million. The following table reflects the maturities of our principal repayment obligations as of December 31, 2023 (in thousands): Years Ending Revolving Credit Facility UACL Term Loan UACL Revolver Equipment Financing Real Estate Financing Margin Facility Total 2024 $ — $ 6,000 $ — $ 49,147 $ 16,535 $ — $ 71,682 2025 — 6,500 — 39,068 16,535 — 62,103 2026 — 8,000 — 34,484 16,535 — 59,019 2027 21,934 48,500 — 26,445 16,535 — 113,414 2028 — — — 7,197 16,535 — 23,732 Thereafter — — — — 56,495 — 56,495 Total $ 21,934 $ 69,000 $ — $ 156,341 $ 139,170 $ — $ 386,445 The Company is also party to an interest rate swap agreement that qualifies for hedge accounting. The Company executed the swap agreement to fix a portion of the interest rate on its variable rate debt. Under the swap agreement, the Company receives interest at Term SOFR and pays a fixed rate of 2.88 %. The swap agreement has an effective date of April 29, 2022, a maturity date of April 30, 2027 , and an amortizing notional amount of $ 83.3 million. At December 31, 2023, the fair value of the swap agreement was an asset of $ 1.8 million. Since the swap agreement qualifies for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 9, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | (9) Fair Value Measurement and Disclosures ASC Topic 820, “ Fair Value Measurements and Disclosures, ” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements. ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents $ 168 $ — $ — $ 168 Marketable securities 10,772 — — 10,772 Interest rate swap — 1,807 — 1,807 Total Assets $ 10,940 $ 1,807 $ — $ 12,747 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents $ 13 $ — $ — $ 13 Marketable securities 10,000 — — 10,000 Interest rate swap — 2,882 — 2,882 Total Assets $ 10,013 $ 2,882 $ — $ 12,895 (9) Fair Value Measurement and Disclosures—continued The valuation techniques used to measure fair value for the items in the tables above are as follows: • Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets. • Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swaps – The fair value of our interest rate swap is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our Revolving Credit Facility, UACL Credit Agreement and Real Estate Facility consist of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes with fixed rates, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2023 is summarized as follows: 2023 Carrying Value Estimated Fair Equipment promissory notes $ 156,341 $ 155,962 We have not elected the fair value option for any of our financial instruments. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | (10) Transactions with Affiliates Matthew T. Moroun is Chairman of our Board of Directors and his son, Matthew J. Moroun, is a member of our Board of Directors. Certain Moroun family trusts beneficially own a majority of our outstanding shares. Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board of Directors, is special trustee of these trusts with voting authority over the shares. The Moroun family also owns or significantly influences the management and operating policies of other businesses engaged in transportation, insurance, business services, and real estate development and management. In the ordinary course of business, we procure from these companies certain supplementary administrative support services, including legal, human resources, tax, and IT infrastructure services. The Audit Committee of our Board of Directors reviews and approves related party transactions. The cost of these services is based on the actual or estimated utilization of the specific service. We also purchase other services from our affiliates. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands): 2023 2022 2021 Insurance $ 76,926 $ 73,398 $ 65,076 Real estate rent and related costs 13,649 12,220 12,384 Administrative support services 6,377 6,036 4,215 Truck fuel, maintenance and other operating costs 9,221 7,597 3,887 Contracted transportation services 316 1,072 1,695 Total $ 106,489 $ 100,323 $ 87,257 We pay the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. We lease 31 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 12, “Leases” for further information regarding the cost of leased properties. We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company owned by our controlling shareholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At December 31, 2023 and 2022, there were $ 14.3 million and $ 16.2 million, respectively, included in each of these accounts for insured claims with an affiliate. Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At December 31, 2023 and 2022, amounts due to affiliates were $ 20.7 million and $ 20.6 million, respectively. During 2023, we purchased used tractors and new trailers from affiliates totaling $ 6.3 million and $ 5.1 million, respectively. During 2022, used tractor purchases from an affiliate totaled $ 4.7 million. During 2023, we also contracted with an affiliate to provide real property improvements for us totaling $ 5.3 million. There were no such purchases made during 2022. In June 2022, we executed a real estate contract with an affiliate to acquire a multi-building, office complex located in Warren, Michigan for $ 8.3 million. The purchase price was established by an independent, third-party appraisal. The Company made an initial deposit of $ 0.2 million in 2022, and paid the balance at closing in the first quarter of 2023. Services provided by Universal to Affiliates We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. We may also lease facilities to our affiliates on an as-needed basis. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to our affiliates for the years ended December 31 (in thousands): 2023 2022 2021 Contracted transportation services $ 5,087 $ 663 $ 660 Facilities and related support 1,595 240 — Total $ 6,682 $ 903 $ 660 (10) Transactions with Affiliates—continued At December 31, 2023 and 2022, amounts due from affiliates were $ 0.7 million and $ 1.0 million, respectively. In August 2023, we exercised our right of first refusal to acquire 3,750 shares of restricted stock from Mr. H.E. “Scott” Wolfe, our director, for $ 120,900 based on the closing market price on the effective date of the transaction. In May 2022, we sold an inactive Mexican subsidiary to an affiliate for approximately $ 0.1 million. The purchase price was based on the book value of the net assets sold in the transaction, and as such, no gain or loss was recorded. On May 13, 2022, we commenced a “Dutch auction” tender offer to repurchase up to 100,000 shares of our outstanding common stock at a price of not greater than $ 28.00 nor less than $ 25.00 per share. Following the expiration of the tender offer on June 15, 2022 , we accepted 164,189 shares, including 64,189 oversubscribed shares tendered, of our common stock for purchase at $ 28.00 per share, for a total purchase price of approximately $ 4.6 million, excluding fees and expenses related to the offer. The total number of shares purchased in the tender offer includes 5,000 shares tendered by our director, Mr. Wolfe. We paid for the accepted shares with available cash and funds borrowed under our existing line of credit. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes A summary of income related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operations U.S. Domestic $ 120,281 $ 221,347 $ 96,636 Foreign 4,018 4,075 1,945 Total pre-tax income $ 124,299 $ 225,422 $ 98,581 The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2023 2022 2021 Current: U.S. Federal $ 15,603 $ 33,883 $ 24,394 State 5,349 14,277 3,604 Foreign 26 354 — Total current 20,978 48,514 27,998 Deferred: U.S. Federal 9,612 11,530 ( 4,231 ) State 639 ( 4,055 ) 984 Foreign 169 801 97 Total deferred 10,420 8,276 ( 3,150 ) Total $ 31,398 $ 56,790 $ 24,848 On March 27, 2020, the CARES Act was signed into law that was aimed at providing emergency assistance for individuals, families, and businesses affected by COVID-19. Among other things, the CARES Act includes provisions allowing for the deferral of the employer portion of social security payments. We took advantage of this provision and deferred the cash payment of social security taxes. In 2022, we paid the deferred balance of social security taxes outstanding as of December 31, 2021, which totaled $ 5.1 million. (11) Income Taxes—continued Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2023 2022 Domestic deferred tax assets: Allowance for credit losses $ 2,745 $ 3,222 Other assets 1,781 1,715 Accrued expenses 5,579 9,385 Total domestic deferred tax assets $ 10,105 $ 14,322 Domestic deferred tax liabilities: Prepaid expenses $ 4,355 $ 5,512 Marketable securities 692 504 Intangible assets 18,002 21,124 Property and equipment 66,623 56,767 Total domestic deferred tax liabilities $ 89,672 $ 83,907 Net domestic deferred tax liabilities $ 79,567 $ 69,585 Foreign deferred tax assets Net operating losses $ 2,570 $ 3,357 Valuation allowance - foreign ( 1,345 ) ( 1,963 ) Total foreign deferred tax asset $ 1,225 $ 1,394 Net deferred tax liability $ 78,342 $ 68,191 In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets. We had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $ 0.7 million and $ 1.4 million as of December 31, 2023 and 2022, respectively. The net operating loss carryforward will expire in 2030 . Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be fully realized and as such no valuation allowance has been provided. At December 31, 2023 and 2022, we also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $ 1.3 million and $ 1.7 million, respectively. Based on the anticipated earnings projections, management had previously recorded a full valuation allowance for the deferred tax assets associated with these entities. (11) Income Taxes—continued Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2023 2022 2021 Federal statutory rate 21 % 21 % 21 % State, net of federal benefit 4 % 4 % 4 % Foreign 0 % 0 % 0 % Effective tax rate 25 % 25 % 25 % As of December 31, 2023, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.3 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2023, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of December 31, 2023, the amount for both accrued interest and penalties was zero . The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2023 2022 2021 Unrecognized tax benefit – beginning of year $ 257 $ 226 $ 272 Increases related to current year tax positions 36 52 35 Decreases related to prior year tax positions ( 15 ) ( 21 ) ( 81 ) Unrecognized tax benefit – end of year $ 278 $ 257 $ 226 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | (12) Leases As of December 31, 2023, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of December 31, 2023, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. (12) Leases—continued The following table summarizes our lease costs for the years ended December 31, 2023 and 2022, and related information (in thousands): December 31, 2023 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,521 $ 26,702 $ 36,223 Short-term lease cost 66 16,155 16,221 Variable lease cost 881 3,120 4,001 Total lease cost $ 10,468 $ 45,977 $ 56,445 December 31, 2022 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,526 $ 25,422 $ 34,948 Short-term lease cost 1,914 9,557 11,471 Variable lease cost 869 3,095 3,964 Sublease income — ( 113 ) ( 113 ) Total lease cost $ 12,309 $ 37,961 $ 50,270 The following table summarizes other lease related information as of and for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,401 $ 26,744 $ 36,145 Right-of-use asset change due to lease termination $ ( 64 ) $ ( 144 ) $ ( 208 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 151 $ 16,118 $ 16,269 Weighted-average remaining lease term (in years) 4.3 3.2 3.5 Weighted-average discount rate 7.5 % 5.4 % 6.1 % December 31, 2022 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,248 $ 24,026 $ 33,274 Right-of-use asset change due to lease termination $ — $ ( 1,583 ) $ ( 1,583 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,080 $ 23,277 $ 24,357 Future right-of-use asset change due to a lease signed with a future commencement date $ — $ 1,736 $ 1,736 Weighted-average remaining lease term (in years) 4.8 3.8 4.1 Weighted-average discount rate 6.9 % 4.9 % 5.5 % (12) Leases—continued Future minimum lease payments under these operating leases as of December 31, 2023, are as follows (in thousands): With Affiliates With Third Parties Total 2024 $ 9,162 $ 25,514 $ 34,676 2025 7,439 20,942 28,381 2026 4,887 17,201 22,088 2027 3,761 8,158 11,919 2028 3,553 1,282 4,835 Thereafter 3,362 — 3,362 Total required lease payments $ 32,164 $ 73,097 $ 105,261 Less amounts representing interest ( 11,643 ) Present value of lease liabilities $ 93,618 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | (13) Retirement Plans We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal shareholder and include different matching provisions ranging from zero to $ 2,080 per participant annually depending on which subsidiary or affiliate is involved. The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $ 1.1 million, $ 1.0 million and $ 0.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. In connection with a collective bargaining agreement that covered 15 Canadian employees at December 31, 2023, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2023, 2022 and 2021, the required contributions totaled approximately $ 58,000 , $ 40,000 and $ 32,000 , respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | (14) Stock Based Compensation On April 23, 2014, our Board of Directors adopted our 2014 Amended and Restated Stock Incentive Plan. The Plan was approved at the 2014 annual meeting of shareholders and became effective as of the date our Board adopted it. In May 2022, the Company’s shareholders approved an amendment to the Plan to increase the number of shares of common stock authorized for issuance by 200,000 shares. Grants under the Plan may be made in the form of options, restricted stock awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock. In May 2023, we granted 3,549 shares of common stock to non-employee directors. These restricted stock awards have a fair value of $ 25.42 per share, based on the closing price of our stock on the grant date, and vested immediately. In March 2023, we granted 34,611 shares of restricted stock to certain of its employees, including 9,134 shares to our Chief Executive Officer and 8,441 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $ 27.59 per share, based on the closing price of our stock. The shares will vest in four equal installments on each March 15 in 2024, 2025, 2026, and 2027, subject to their continued employment with us. In May 2022, we granted 2,157 shares of common stock to non-employee directors. These restricted stock awards have a fair value of $ 23.17 per share, based on the closing price of our stock on the grant date, and vested immediately. In September 2021, we granted 2,355 shares of restricted stock to one of our employees. These restricted stock awards have a fair value of $ 20.46 per share, based on the closing price of our stock on the grant date. The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with us. In February 2020, we granted 5,000 shares of restricted stock to our Chief Financial Officer. These restricted stock awards have a fair value of $ 17.74 per share, based on the closing price of our stock on the grant date. The shares will vest on February 20, 2024, subject to his continued employment with us. (14) Stock Based Compensation—continued In January 2020, we granted 60,000 shares of restricted stock to our Chief Executive Officer. These restricted stock awards have a fair value of $ 18.82 per share, based on the closing price of our stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his continued employment with us. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. The following table summarizes the status of our non-vested shares and related information for the period indicated: Shares Weighted Non-vested at January 1, 2023 73,759 $ 19.23 Granted 38,160 $ 27.39 Vested ( 10,895 ) $ 24.03 Forfeited ( 566 ) $ 27.59 Balance at December 31, 2023 100,458 $ 21.76 The total grant date fair value of vested shares recognized as compensation cost was $ 0.3 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Included in compensation cost during the year ended December 31, 2023 was approximately $ 90,000 recognized as a result of the grant of 3,549 shares of stock to non-employee directors . Included in compensation cost during the year ended December 31, 2022 was approximately $ 50,000 recognized as a result of the grant of 2,157 shares of stock to non-employee directors . No such grants were made during the year ended December 31, 2021. As of December 31, 2023, there was approximately $ 2.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, we expect to recognize stock-based compensation expense of $ 0.7 million in 2024, $ 0.3 million in 2025, $ 0.6 million in 2026, $ 0.4 million in 2027 and $ 0.2 million in 2028. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment and construction vendors, and for purchases of strategic real estate. We are involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in our opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. At December 31, 2023, approximately 33 % of our employees are subject to collective bargaining agreements that are renegotiated periodically, 48 % of which are subject to contracts that expire in 2024. At December 31, 2023, our firm commitments to purchase equipment and strategic real estate, as well as for on-going construction projects totaled $ 121.9 million. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (16) Earnings Per Share Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the years ended December 31, 2023, 2022 and 2021, there were 23,821 , 19,837 and 10,845 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. In the years ended December 31, 2023 and 2021, 34,045 and 65,000 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No such shares were excluded from the calculation of diluted earnings per share for the year ended December 31, 2022. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | (17) Segment Reporting We report our financial results in four distinct reportable segments: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria. Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated primarily by our agents using a mix of owner-operators, company equipment and broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker. The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2023, 2022 and 2021 (in thousands): Operating Revenues December 31, 2023 2022 2021 Contract logistics $ 829,574 $ 823,934 $ 627,220 Intermodal 374,667 591,946 473,059 Trucking 333,211 392,639 403,312 Company-managed brokerage 119,741 200,536 242,794 Other 4,946 6,401 4,595 Total operating revenues $ 1,662,139 $ 2,015,456 $ 1,750,980 Eliminated Inter-segment Revenues December 31, 2023 2022 2021 Contract logistics $ ( 629 ) $ ( 4,718 ) $ ( 530 ) Intermodal ( 2,974 ) ( 8,526 ) ( 6,949 ) Trucking ( 569 ) ( 208 ) ( 12,311 ) Company-managed brokerage ( 2,415 ) ( 3,668 ) ( 2,364 ) Total eliminated inter-segment revenues $ ( 6,587 ) $ ( 17,120 ) $ ( 22,154 ) (17) Segment Reporting—continued Income from Operations December 31, 2023 2022 2021 Contract logistics $ 127,752 $ 118,437 $ 44,809 Intermodal 1,297 83,640 30,379 Trucking 17,258 27,564 19,607 Company-managed brokerage ( 2,221 ) 9,993 7,122 Other 1,358 801 1,043 Total income from operations $ 145,444 $ 240,435 $ 102,960 Depreciation and Amortization December 31, 2023 2022 2021 Contract logistics $ 45,027 $ 47,013 $ 33,504 Intermodal 28,563 25,509 26,074 Trucking 2,631 2,146 5,979 Company-managed brokerage 307 137 379 Other 508 1,852 1,601 Total depreciation and amortization $ 77,036 $ 76,657 $ 67,537 We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia . Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 1,622,993 $ 1,977,339 $ 1,720,619 Mexico 30,462 22,889 15,236 Canada 5,846 13,175 13,208 Colombia 2,838 2,053 1,917 Total $ 1,662,139 $ 2,015,456 $ 1,750,980 Net long-lived assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2023 2022 United States $ 604,365 $ 455,577 Mexico 46,999 34,067 Canada — — Colombia 1,324 1,241 Total $ 652,688 $ 490,885 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events On January 11, 2024, we closed on the purchase of real property in Savannah, Chatham County, Georgia. The purchase price was $ 13.0 million. We previously made a deposit of $ 0.3 million and used a combination of available cash on hand and funds borrowed under its existing line of credit to fund the balance at closing. (18) Subsequent Events—continued On February 14, 2024, we retired 4,722,877 shares of our treasury stock. When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings. There was no effect on our overall equity position as a result of the retirement. On February 15, 2024 , our Board of Directors declared the regular quarterly cash dividend of $ 0.105 per share of common stock, payable to shareholders of record at the close of business on March 4, 2024 and is expected to be paid on April 1, 2024 . Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (b) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended December 31, 2023. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported. In June 2022, the Company made a change in an accounting estimate to revise the estimated useful life and salvage values of certain equipment. The change resulted in additional depreciation expense of $ 9.7 million recorded during the quarter ended July 2, 2022 ($ 7.2 million net of tax, or $ 0.27 per basic and diluted share). Current Economic Conditions The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the negative impact inflationary pressures can have on our operating costs. Prolonged periods of inflation could cause interest rates, equipment, maintenance, labor and other operating costs to continue to increase. |
Use of Estimates | (c) Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits. |
Marketable Securities | (e) Marketable Securities Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2023 and 2022, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income. See Note 4 “Marketable Securities” for further information on our portfolio. |
Accounts Receivable | (f) Accounts Receivable Accounts receivable are recorded at the net invoiced amount, net of an allowance for credit losses, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience, specific customer collection issues, the aging of our outstanding accounts receivable, and the credit quality of our customers. In determining our allowance for credit losses, we also consider current conditions and forecasts of future economic conditions and their expected impact on collections. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates. |
Inventories | (g) Inventories Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2023 2022 Finished goods $ 9,525 $ 8,321 Raw materials and supplies 2,881 3,040 Total $ 12,406 $ 11,361 |
Property and Equipment | (h) Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 The amounts recorded for depreciation expense were $ 64.4 million, $ 62.3 million, and $ 53.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles. |
Intangible Assets | (i) Intangible Assets Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, non-competition agreements, and trademarks that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years . Our identifiable intangible assets as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 104,762 $ 61,228 $ 165,990 $ 92,536 $ 73,454 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 4,000 — Non-compete agreements 2,720 2,652 68 2,720 2,207 513 Trademarks 2,500 2,500 — 2,500 2,500 — Total Identifiable Intangible Assets $ 195,810 $ 134,514 $ 61,296 $ 195,810 $ 121,843 $ 73,967 Estimated amortization expense by year is as follows (in thousands): 2024 $ 10,207 2025 9,555 2026 8,745 2027 8,227 2028 6,912 Thereafter 17,650 Total $ 61,296 The amounts recorded for amortization expense were $ 12.7 million, $ 14.4 million, and $ 13.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Goodwill | (j) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other ”, we are required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill. During the third quarter of 2023, we completed our goodwill impairment testing by performing a quantitative assessment using the income approach for each of our reporting units with goodwill. The determination of the fair value of the reporting units requires us to make estimates and assumptions related to future revenue, operating income and discount rates. Based on the results of this test, no impairment loss was recognized. At both December 31, 2023 and 2022, $ 56.3 million of goodwill was recorded in our contract logistics segment, $ 101.1 million in our intermodal segment, $ 9.8 million in our trucking segment and $ 3.5 million in our company-managed brokerage segment. |
Long-Lived Assets | (k) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. |
Contingent Consideration | (l) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 or 2019 had contingent consideration arrangements. |
Fair Value of Financial Instruments | (m) Fair Value of Financial Instruments For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 9 “Fair Value Measurement and Disclosures” for further information. |
Deferred Compensation | (n) Deferred Compensation Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a five-year period. All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities. |
Closing Costs | (o) Closing Costs Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. |
Revenue Recognition | (p) Revenue Recognition Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $ 118.3 million, $ 168.6 million and $ 96.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, are included in operating revenues. See Note 3, “ Revenue Recognition ,” for more information on revenue recognition. |
Insurance and Claims | (q) Insurance and Claims Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. |
Stock Based Compensation | (r) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 14 “Stock Based Compensation” for further information. |
Income Taxes | (s) Income Taxes Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2020. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2019 and 2018, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. |
Foreign Currency Translation | (t) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. |
Concentrations of Credit Risk | (u) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, metals, energy and manufacturing industries. During the fiscal years ended December 31, 2023, 2022 and 2021, aggregate sales in the automotive industry totaled 43 %, 36 % and 31 % of revenue, respectively. In 2023, 2022 and 2021, General Motors accounted for approximately 20 %, 16 % and 13 % of our total operating revenues, respectively. In 2023, 2022 and 2021, sales to our top 10 customers, including General Motors, totaled 48 %, 42 % and 38 %, respectively. |
Adoption of New Accounting Standard | Adoption of New Accounting Standard On January 1, 2023 , the Company adopted Accounting Standards Update (“ASU”) 2016-13 , Accounting for Credit Losses (Topic 326). The ASU requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The adoption of this standard did not have a material impact on our consolidated financial statements . |
Accounting Pronouncements Issued but Not Yet Effective | Accounting Pronouncements Issued but Not Yet Effective In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The ASU expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach. Early adoption is permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU modifies income tax disclosures by requiring greater disaggregation of information in the rate reconciliations and disclosure of income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 31, 2024, using a prospective approach. Early adoption and retrospective application are permitted. We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | At December 31, inventory consists of the following (in thousands): 2023 2022 Finished goods $ 9,525 $ 8,321 Raw materials and supplies 2,881 3,040 Total $ 12,406 $ 11,361 |
Estimated Useful Lives of Assets | Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 |
Schedule of Identifiable Intangible Assets | Our identifiable intangible assets as of December 31, 2023 and 2022 are as follows (in thousands): 2023 2022 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 104,762 $ 61,228 $ 165,990 $ 92,536 $ 73,454 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 4,000 — Non-compete agreements 2,720 2,652 68 2,720 2,207 513 Trademarks 2,500 2,500 — 2,500 2,500 — Total Identifiable Intangible Assets $ 195,810 $ 134,514 $ 61,296 $ 195,810 $ 121,843 $ 73,967 |
Estimated Amortization Expense by Year | Estimated amortization expense by year is as follows (in thousands): 2024 $ 10,207 2025 9,555 2026 8,745 2027 8,227 2028 6,912 Thereafter 17,650 Total $ 61,296 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Contacts Balances Associated with Customers | The following table provides information related to contract balances associated with our contracts with customers at December 31 (in thousands): 2023 2022 Prepaid expenses and other - contract assets $ 729 $ 839 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities | The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands): 2023 2022 Fair value $ 10,772 $ 10,000 Cost basis 7,316 7,351 Unrealized gains (losses) $ 3,456 $ 2,649 |
Schedule of Gross Unrealized Gains and Losses on Marketable Securities | The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands): 2023 2022 Gross unrealized gains $ 4,124 $ 3,513 Gross unrealized losses ( 668 ) ( 864 ) Net unrealized gains (losses) $ 3,456 $ 2,649 |
Summary of Net Realized Gains (Losses) on Marketable Equity Securities | The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands): 2023 2022 2021 Realized gain (loss) Sale proceeds $ 269 $ — $ 117 Cost basis of securities sold 27 — 92 Realized gain (loss) $ 242 $ — $ 25 Realized gain (loss), net of taxes $ 181 $ — $ 19 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | Following is a summary of the activity in the allowance for credit losses for the years ended December 31 (in thousands): 2023 2022 2021 Balance at beginning of year $ 14,308 $ 7,841 $ 5,140 Provision for credit losses 3,773 9,775 6,315 Uncollectible accounts written off ( 6,852 ) ( 3,308 ) ( 3,614 ) Balance at end of year $ 11,229 $ 14,308 $ 7,841 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 consists of the following (in thousands): 2023 2022 Transportation equipment $ 461,550 $ 405,731 Land, buildings and related assets 256,419 175,874 Other operating assets 120,500 128,237 Information technology equipment 29,429 28,553 Construction in process 67,855 4,990 Total property and equipment 935,753 743,385 Less accumulated depreciation ( 370,273 ) ( 352,231 ) Total property and equipment, net $ 565,480 $ 391,154 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands): 2023 2022 Accrued payroll $ 18,047 $ 15,889 Accrued payroll taxes 3,149 2,124 Driver escrow liabilities 3,275 4,101 Legal settlements and claims 4,050 5,850 Commissions, other taxes and other 14,541 15,142 Total $ 43,062 $ 43,106 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2023 2023 2022 Outstanding Debt: Revolving Credit Facility (1) (2) 6.70 % $ 21,934 $ — UACL Credit Agreement (2) Term Loan 7.45 % 69,000 79,000 Revolver 7.45 % — — Equipment Financing (3) 2.25 % to 7.27 % 156,341 148,177 Real Estate Facility (4) 7.47 % 139,170 155,705 Margin Facility (5) 6.45 % — — Unamortized debt issuance costs ( 4,521 ) ( 4,382 ) 381,924 378,500 Less current portion of long-term debt 70,689 65,303 Total long-term debt, net of current portion $ 311,235 $ 313,197 (1) On September 30, 2022, we amended our Revolving Credit Facility by increasing the revolving credit commitment to up to $ 400 million. Borrowings under the Revolving Credit Facility may now be made until and mature on September 30, 2027 , and bear interest at index-adjusted SOFR or a base rate plus an applicable margin for each based on the Company’s leverage ratio. The term loan proceeds were advanced on November 27, 2018 , and the Company repaid in full its then outstanding balance on the term loan on April 29, 2022 . The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 378.1 million was available for borrowing on the revolver. (8) Debt—continued (2) Our UACL Credit Agreement provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver. Term loan proceeds were advanced on September 30, 2022 and used to repay existing indebtedness under the Revolving Credit Facility. The term loan matures on September 30, 2027 and will be repaid in consecutive quarterly installments, as defined in the UACL Credit Agreement, commencing December 31, 2023. The remaining term loan balance is due at maturity. Borrowings under the revolving credit facility may be made until and mature on September 30, 2027 . Borrowings under the UACL Credit Agreement bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin for each based on the borrower’s leverage ratio. The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver. (3) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.27 %. (4) Our Real Estate Facility provided for a $ 165.4 million term loan, the full amount of which was advanced on April 29, 2022. The Company used the facility’s proceeds to repay the outstanding balances under the term loan portion of the Revolving Credit Facility and certain other Real Estate Note obligations. The facility matures on April 29, 2032 . Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10 %. The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %. At December 31, 2023, we were in compliance with all covenants under the facility. (5) Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10 % . The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2023, the maximum available borrowings under the line of credit were $ 5.3 million. |
Summary of Maturities of Principal Repayment Obligations | The following table reflects the maturities of our principal repayment obligations as of December 31, 2023 (in thousands): Years Ending Revolving Credit Facility UACL Term Loan UACL Revolver Equipment Financing Real Estate Financing Margin Facility Total 2024 $ — $ 6,000 $ — $ 49,147 $ 16,535 $ — $ 71,682 2025 — 6,500 — 39,068 16,535 — 62,103 2026 — 8,000 — 34,484 16,535 — 59,019 2027 21,934 48,500 — 26,445 16,535 — 113,414 2028 — — — 7,197 16,535 — 23,732 Thereafter — — — — 56,495 — 56,495 Total $ 21,934 $ 69,000 $ — $ 156,341 $ 139,170 $ — $ 386,445 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents $ 168 $ — $ — $ 168 Marketable securities 10,772 — — 10,772 Interest rate swap — 1,807 — 1,807 Total Assets $ 10,940 $ 1,807 $ — $ 12,747 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Cash equivalents $ 13 $ — $ — $ 13 Marketable securities 10,000 — — 10,000 Interest rate swap — 2,882 — 2,882 Total Assets $ 10,013 $ 2,882 $ — $ 12,895 |
Summary of Carrying Values and Estimated Fair Values of Promissory Notes | The carrying values and estimated fair values of these promissory notes at December 31, 2023 is summarized as follows: 2023 Carrying Value Estimated Fair Equipment promissory notes $ 156,341 $ 155,962 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Charged to UTSI | Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands): 2023 2022 2021 Insurance $ 76,926 $ 73,398 $ 65,076 Real estate rent and related costs 13,649 12,220 12,384 Administrative support services 6,377 6,036 4,215 Truck fuel, maintenance and other operating costs 9,221 7,597 3,887 Contracted transportation services 316 1,072 1,695 Total $ 106,489 $ 100,323 $ 87,257 |
Schedule of Services Provided to Affiliates | Following is a schedule of services provided to our affiliates for the years ended December 31 (in thousands): 2023 2022 2021 Contracted transportation services $ 5,087 $ 663 $ 660 Facilities and related support 1,595 240 — Total $ 6,682 $ 903 $ 660 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Related to U.S. and Non-U.S. Operations | A summary of income related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Operations U.S. Domestic $ 120,281 $ 221,347 $ 96,636 Foreign 4,018 4,075 1,945 Total pre-tax income $ 124,299 $ 225,422 $ 98,581 |
Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations | The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2023 2022 2021 Current: U.S. Federal $ 15,603 $ 33,883 $ 24,394 State 5,349 14,277 3,604 Foreign 26 354 — Total current 20,978 48,514 27,998 Deferred: U.S. Federal 9,612 11,530 ( 4,231 ) State 639 ( 4,055 ) 984 Foreign 169 801 97 Total deferred 10,420 8,276 ( 3,150 ) Total $ 31,398 $ 56,790 $ 24,848 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2023 2022 Domestic deferred tax assets: Allowance for credit losses $ 2,745 $ 3,222 Other assets 1,781 1,715 Accrued expenses 5,579 9,385 Total domestic deferred tax assets $ 10,105 $ 14,322 Domestic deferred tax liabilities: Prepaid expenses $ 4,355 $ 5,512 Marketable securities 692 504 Intangible assets 18,002 21,124 Property and equipment 66,623 56,767 Total domestic deferred tax liabilities $ 89,672 $ 83,907 Net domestic deferred tax liabilities $ 79,567 $ 69,585 Foreign deferred tax assets Net operating losses $ 2,570 $ 3,357 Valuation allowance - foreign ( 1,345 ) ( 1,963 ) Total foreign deferred tax asset $ 1,225 $ 1,394 Net deferred tax liability $ 78,342 $ 68,191 |
Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates | Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2023 2022 2021 Federal statutory rate 21 % 21 % 21 % State, net of federal benefit 4 % 4 % 4 % Foreign 0 % 0 % 0 % Effective tax rate 25 % 25 % 25 % |
Changes in Company's Gross Unrecognized Tax Benefits | The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2023 2022 2021 Unrecognized tax benefit – beginning of year $ 257 $ 226 $ 272 Increases related to current year tax positions 36 52 35 Decreases related to prior year tax positions ( 15 ) ( 21 ) ( 81 ) Unrecognized tax benefit – end of year $ 278 $ 257 $ 226 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Costs | The following table summarizes our lease costs for the years ended December 31, 2023 and 2022, and related information (in thousands): December 31, 2023 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,521 $ 26,702 $ 36,223 Short-term lease cost 66 16,155 16,221 Variable lease cost 881 3,120 4,001 Total lease cost $ 10,468 $ 45,977 $ 56,445 December 31, 2022 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,526 $ 25,422 $ 34,948 Short-term lease cost 1,914 9,557 11,471 Variable lease cost 869 3,095 3,964 Sublease income — ( 113 ) ( 113 ) Total lease cost $ 12,309 $ 37,961 $ 50,270 |
Summary of Other Lease Related Information | The following table summarizes other lease related information as of and for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,401 $ 26,744 $ 36,145 Right-of-use asset change due to lease termination $ ( 64 ) $ ( 144 ) $ ( 208 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 151 $ 16,118 $ 16,269 Weighted-average remaining lease term (in years) 4.3 3.2 3.5 Weighted-average discount rate 7.5 % 5.4 % 6.1 % December 31, 2022 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,248 $ 24,026 $ 33,274 Right-of-use asset change due to lease termination $ — $ ( 1,583 ) $ ( 1,583 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,080 $ 23,277 $ 24,357 Future right-of-use asset change due to a lease signed with a future commencement date $ — $ 1,736 $ 1,736 Weighted-average remaining lease term (in years) 4.8 3.8 4.1 Weighted-average discount rate 6.9 % 4.9 % 5.5 % |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under these operating leases as of December 31, 2023, are as follows (in thousands): With Affiliates With Third Parties Total 2024 $ 9,162 $ 25,514 $ 34,676 2025 7,439 20,942 28,381 2026 4,887 17,201 22,088 2027 3,761 8,158 11,919 2028 3,553 1,282 4,835 Thereafter 3,362 — 3,362 Total required lease payments $ 32,164 $ 73,097 $ 105,261 Less amounts representing interest ( 11,643 ) Present value of lease liabilities $ 93,618 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Status of Nonvested Shares | The following table summarizes the status of our non-vested shares and related information for the period indicated: Shares Weighted Non-vested at January 1, 2023 73,759 $ 19.23 Granted 38,160 $ 27.39 Vested ( 10,895 ) $ 24.03 Forfeited ( 566 ) $ 27.59 Balance at December 31, 2023 100,458 $ 21.76 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Company's Reportable Segment Information | The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2023, 2022 and 2021 (in thousands): Operating Revenues December 31, 2023 2022 2021 Contract logistics $ 829,574 $ 823,934 $ 627,220 Intermodal 374,667 591,946 473,059 Trucking 333,211 392,639 403,312 Company-managed brokerage 119,741 200,536 242,794 Other 4,946 6,401 4,595 Total operating revenues $ 1,662,139 $ 2,015,456 $ 1,750,980 Eliminated Inter-segment Revenues December 31, 2023 2022 2021 Contract logistics $ ( 629 ) $ ( 4,718 ) $ ( 530 ) Intermodal ( 2,974 ) ( 8,526 ) ( 6,949 ) Trucking ( 569 ) ( 208 ) ( 12,311 ) Company-managed brokerage ( 2,415 ) ( 3,668 ) ( 2,364 ) Total eliminated inter-segment revenues $ ( 6,587 ) $ ( 17,120 ) $ ( 22,154 ) Income from Operations December 31, 2023 2022 2021 Contract logistics $ 127,752 $ 118,437 $ 44,809 Intermodal 1,297 83,640 30,379 Trucking 17,258 27,564 19,607 Company-managed brokerage ( 2,221 ) 9,993 7,122 Other 1,358 801 1,043 Total income from operations $ 145,444 $ 240,435 $ 102,960 Depreciation and Amortization December 31, 2023 2022 2021 Contract logistics $ 45,027 $ 47,013 $ 33,504 Intermodal 28,563 25,509 26,074 Trucking 2,631 2,146 5,979 Company-managed brokerage 307 137 379 Other 508 1,852 1,601 Total depreciation and amortization $ 77,036 $ 76,657 $ 67,537 |
Revenues Attributed to Geographic Areas | . Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 1,622,993 $ 1,977,339 $ 1,720,619 Mexico 30,462 22,889 15,236 Canada 5,846 13,175 13,208 Colombia 2,838 2,053 1,917 Total $ 1,662,139 $ 2,015,456 $ 1,750,980 |
Net Long-Lived Assets by Geographic Areas | Net long-lived assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2023 2022 United States $ 604,365 $ 455,577 Mexico 46,999 34,067 Canada — — Colombia 1,324 1,241 Total $ 652,688 $ 490,885 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Finished goods | $ 9,525 | $ 8,321 |
Raw materials and supplies | 2,881 | 3,040 |
Total | $ 12,406 | $ 11,361 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | Dec. 31, 2023 |
Transportation Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Transportation Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Other Operating Assets [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Other Operating Assets [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Information Technology Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Information Technology Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Buildings and Related Assets [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Buildings and Related Assets [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 39 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 02, 2022 | Oct. 02, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||||
Depreciation expense | $ 64,400,000 | $ 62,300,000 | $ 53,600,000 | ||
Additional depreciation expense | $ 77,036,000 | $ 76,657,000 | $ 67,537,000 | ||
Basic per share | $ 3.53 | $ 6.37 | $ 2.74 | ||
Diluted per share | $ 3.53 | $ 6.37 | $ 2.74 | ||
Amounts recorded for amortization expense | $ 12,700,000 | $ 14,400,000 | $ 13,900,000 | ||
Goodwill impairment loss recognized | $ 0 | ||||
Goodwill | $ 170,730,000 | 170,730,000 | |||
Deferred compensation bonus annual installments | 5 years | ||||
Fuel surcharges | $ 118,300,000 | $ 168,600,000 | $ 96,900,000 | ||
Useful Life And Salvage Values Of Certain Equipment [Member] | |||||
Accounting Policies [Line Items] | |||||
Additional depreciation expense | $ 9,700,000 | ||||
Depreciation expense,net of tax | $ 7,200,000 | ||||
Basic per share | $ 0.27 | ||||
Diluted per share | $ 0.27 | ||||
Automotive Industry [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Accounting Policies [Line Items] | |||||
Percentage of employees concentration | 43% | 36% | 31% | ||
General Motors [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Accounting Policies [Line Items] | |||||
Percentage of employees concentration | 20% | 16% | 13% | ||
Top Ten Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Accounting Policies [Line Items] | |||||
Percentage of employees concentration | 48% | 42% | 38% | ||
Contract Logistics [Member] | |||||
Accounting Policies [Line Items] | |||||
Goodwill | $ 56,300,000 | $ 56,300,000 | |||
Intermodal [Member] | |||||
Accounting Policies [Line Items] | |||||
Goodwill | 101,100,000 | 101,100,000 | |||
Trucking [Member] | |||||
Accounting Policies [Line Items] | |||||
Goodwill | 9,800,000 | 9,800,000 | |||
Company-managed Brokerage [Member] | |||||
Accounting Policies [Line Items] | |||||
Goodwill | $ 3,500,000 | $ 3,500,000 | |||
Minimum [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated useful lives | 19 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Intangible assets, accumulated amortization | $ 134,514 | $ 121,843 | $ 121,843 |
Intangible assets, net | 61,296 | ||
Total identifiable intangible assets gross | 195,810 | 195,810 | |
Total identifiable intangible assets, net | 61,296 | 73,967 | |
Agent and Customer Relationships [Member] | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets gross | 165,990 | 165,990 | |
Intangible assets, accumulated amortization | 104,762 | 92,536 | |
Intangible assets, net | 61,228 | 73,454 | |
Customer Contracts [Member] | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets gross | 20,600 | 20,600 | |
Intangible assets, accumulated amortization | 20,600 | 20,600 | |
Intangible assets, net | 0 | ||
Tradenames [Member] | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets gross | 4,000 | 4,000 | |
Intangible assets, accumulated amortization | 4,000 | 4,000 | |
Intangible assets, net | 0 | ||
Non-compete Agreements [Member] | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets gross | 2,720 | 2,720 | |
Intangible assets, accumulated amortization | 2,652 | 2,207 | |
Intangible assets, net | 68 | 513 | |
Trademarks [Member] | |||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |||
Finite lived intangible assets gross | 2,500 | 2,500 | |
Intangible assets, accumulated amortization | 2,500 | $ 2,500 | |
Intangible assets, net | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
2024 | $ 10,207 |
2025 | 9,555 |
2026 | 8,745 |
2027 | 8,227 |
2028 | 6,912 |
Thereafter | 17,650 |
Intangible assets, net | $ 61,296 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
New Accounting Pronouncements Or Change In Accounting Principle [Table] | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting standards update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201613Member |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Payment receivable obligation term for completion of transportation services | 45 days |
Payment receivable obligation for completion of value added services | 65 days |
Maximum [Member] | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Transportation services term | 1 year |
Revenue Recognition - Contact B
Revenue Recognition - Contact Balances Associated with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Prepaid expenses and other - contract assets | $ 729 | $ 839 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value | $ 10,772 | $ 10,000 |
Cost basis | 7,316 | 7,351 |
Unrealized gains (losses) | $ 3,456 | $ 2,649 |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Gross unrealized gains | $ 4,124 | $ 3,513 |
Gross unrealized losses | (668) | (864) |
Net unrealized gains (losses) | $ 3,456 | $ 2,649 |
Marketable Securities - Summary
Marketable Securities - Summary of Net Realized Gains (Losses) on Marketable Equity Securities (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Realized gain (loss) | |||
Sale proceeds | $ 269,000 | $ 0 | $ 117,000 |
Cost basis of securities sold | 27,000 | 92,000 | |
Realized gain (loss) | 242,000 | 25,000 | |
Realized gain (loss), net of taxes | $ 181,000 | $ 19,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Sale of marketable equity securities | $ 269,000 | $ 0 | $ 117,000 |
Other Nonoperating Income | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Net unrealized pre-tax gain in market value | $ 799,000 | $ 1,044,000 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Unbilled receivables billing period | 1 month | |
Total unbilled receivables | $ 59.7 | $ 70.9 |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 14,308 | $ 7,841 | $ 5,140 |
Provision for credit losses | 3,773 | 9,775 | 6,315 |
Uncollectible accounts written off | (6,852) | (3,308) | (3,614) |
Balance at end of year | $ 11,229 | $ 14,308 | $ 7,841 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 935,753 | $ 743,385 |
Less accumulated depreciation | (370,273) | (352,231) |
Total property and equipment, net | 565,480 | 391,154 |
Transportation equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 461,550 | 405,731 |
Land, Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 256,419 | 175,874 |
Other operating assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 120,500 | 128,237 |
Information technology equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 29,429 | 28,553 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 67,855 | $ 4,990 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 18,047 | $ 15,889 |
Accrued payroll taxes | 3,149 | 2,124 |
Driver escrow liabilities | 3,275 | 4,101 |
Legal settlements and claims | 4,050 | 5,850 |
Commissions, other taxes and other | 14,541 | 15,142 |
Total | $ 43,062 | $ 43,106 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Outstanding Debt: | |||
Outstanding Debt | $ 386,445 | ||
Unamortized debt issuance costs | (4,521) | $ (4,382) | |
Outstanding Debt | 381,924 | 378,500 | |
Less current portion of long-term debt | 70,689 | 65,303 | |
Total long-term debt, net of current portion | 311,235 | 313,197 | |
Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | 69,000 | ||
Revolving Credit Facility [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | 21,934 | ||
Credit and Security Agreement [Member] | Revolving Credit Facility [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1],[2] | $ 21,934 | |
Credit facility, Interest Rates | [1],[2] | 6.70% | |
UACL Credit And Security Agreement [Member] | Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 69,000 | 79,000 |
Credit facility, Interest Rates | [2] | 7.45% | |
UACL Credit And Security Agreement [Member] | Revolving Credit Facility [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 7.45% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 156,341 | 148,177 |
Equipment Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 2.25% | |
Equipment Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 7.27% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | $ 139,170 | ||
Credit facility, Interest Rates | [4] | 7.47% | |
Real Estate Note [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [4] | $ 139,170 | $ 155,705 |
Margin Facility [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [5] | 6.45% | |
[1] On September 30, 2022, we amended our Revolving Credit Facility by increasing the revolving credit commitment to up to $ 400 million. Borrowings under the Revolving Credit Facility may now be made until and mature on September 30, 2027 , and bear interest at index-adjusted SOFR or a base rate plus an applicable margin for each based on the Company’s leverage ratio. The term loan proceeds were advanced on November 27, 2018 , and the Company repaid in full its then outstanding balance on the term loan on April 29, 2022 . The Revolving Credit Facility is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interests in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Revolving Credit Facility includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 378.1 million was available for borrowing on the revolver. provides for maximum borrowings of $ 90 million in the form of an $ 80 million term loan and a $ 10 million revolver. Term loan proceeds were advanced on September 30, 2022 and used to repay existing indebtedness under the Revolving Credit Facility. The term loan matures on September 30, 2027 and will be repaid in consecutive quarterly installments, as defined in the UACL Credit Agreement, commencing December 31, 2023. The remaining term loan balance is due at maturity. Borrowings under the revolving credit facility may be made until and mature on September 30, 2027 . Borrowings under the UACL Credit Agreement bear interest at index-adjusted SOFR, or a base rate, plus an applicable margin for each based on the borrower’s leverage ratio. The UACL Credit Agreement is secured by a first-priority pledge of the capital stock of applicable subsidiaries, as well as first-priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The UACL Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2023, we were in compliance with all covenants under the facility, and $ 10.0 million was available for borrowing on the revolver. Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.27 %. Our Real Estate Facility provided for a $ 165.4 million term loan, the full amount of which was advanced on April 29, 2022. The Company used the facility’s proceeds to repay the outstanding balances under the term loan portion of the Revolving Credit Facility and certain other Real Estate Note obligations. The facility matures on April 29, 2032 . Obligations under the facility are secured by first-priority mortgages on specific parcels of real estate owned by the Company, including all land and real property improvements, and first-priority assignments of rents and related leases of the loan parties. The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10 %. The facility bears interest at Term SOFR , plus an applicable margin equal to 2.12 %. At December 31, 2023, we were in compliance with all covenants under the facility. Our Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at Term SOFR plus 1.10 % . The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2023, the maximum available borrowings under the line of credit were $ 5.3 million. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) Installment | ||
Credit and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 400 | |
Credit facility available for borrowings | $ 378.1 | |
Credit and Security Agreement [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
loan, expiration date | Apr. 29, 2022 | |
Term loan, payment commencement date | Nov. 27, 2018 | |
Credit and Security Agreement [Member] | Revolver Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, expiration date | Sep. 30, 2027 | |
UACL Credit And Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 90 | |
Credit facility available for borrowings | $ 10 | |
UACL Credit And Security Agreement [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
loan, expiration date | Sep. 30, 2027 | |
Term loan, payment commencement date | Sep. 30, 2022 | |
Term loan, face amount | $ 80 | |
UACL Credit And Security Agreement [Member] | Revolver Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 10 | |
Credit facility, expiration date | Sep. 30, 2027 | |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Number of installments | Installment | 60 | |
Frequency of installments | monthly | |
Equipment Financing [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, Interest Rates | 2.25% | [1] |
Equipment Financing [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, Interest Rates | 7.27% | [1] |
Real Estate Financing [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Frequency of installments | monthly | |
Description of variable rate basis | SOFR | |
Real Estate Financing [Member] | Secured Debt [Member] | SOFR [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate above variable base rate | 2.12% | |
Real Estate Financing [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 165.4 | |
Credit facility, expiration date | Apr. 29, 2032 | |
Percentage of annual amortization | 10% | |
Line of credit facility covenant terms | The credit agreement includes customary affirmative and negative covenants, and principal and interest are payable on the facility on a monthly basis, based on an annual amortization of 10%. | |
Margin Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility available for borrowings | $ 5.3 | |
Description of variable rate basis | SOFR plus 1.10% | |
Margin Facility [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate above variable base rate | 1.10% | |
[1] Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.27 %. |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Principal Repayment Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Maturities [Line Items] | |||
2024 | $ 71,682 | ||
2025 | 62,103 | ||
2026 | 59,019 | ||
2027 | 113,414 | ||
2028 | 23,732 | ||
Thereafter | 56,495 | ||
Total | 386,445 | ||
Equipment Financing [Member] | |||
Debt Maturities [Line Items] | |||
2024 | 49,147 | ||
2025 | 39,068 | ||
2026 | 34,484 | ||
2027 | 26,445 | ||
2028 | 7,197 | ||
Total | [1] | 156,341 | $ 148,177 |
Real Estate Financing [Member] | |||
Debt Maturities [Line Items] | |||
2024 | 16,535 | ||
2025 | 16,535 | ||
2026 | 16,535 | ||
2027 | 16,535 | ||
2028 | 16,535 | ||
Thereafter | 56,495 | ||
Total | 139,170 | ||
Revolving Credit Facility [Member] | |||
Debt Maturities [Line Items] | |||
2027 | 21,934 | ||
Total | 21,934 | ||
Term Loan [Member] | |||
Debt Maturities [Line Items] | |||
2024 | 6,000 | ||
2025 | 6,500 | ||
2026 | 8,000 | ||
2027 | 48,500 | ||
Total | $ 69,000 | ||
[1] Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.25 % to 7.27 %. |
Debt - Additional Information (
Debt - Additional Information (Detail) - Interest Rate Swap [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 83.3 |
Derivative maturity date | Apr. 30, 2027 |
Fair value asset of swap agreement | $ 1.8 |
SOFR [Member] | |
Line of Credit Facility [Line Items] | |
Fixed rate | 2.88% |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Marketable securities | $ 10,772 | $ 10,000 |
Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash equivalents | 168 | 13 |
Marketable securities | 10,772 | 10,000 |
Interest rate swap | 1,807 | 2,882 |
Total Assets | 12,747 | 12,895 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash equivalents | 168 | 13 |
Marketable securities | 10,772 | 10,000 |
Total Assets | 10,940 | 10,013 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Interest rate swap | 1,807 | 2,882 |
Total Assets | $ 1,807 | $ 2,882 |
Fair Value Measurement and Disc
Fair Value Measurement and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Dec. 31, 2023 USD ($) |
Carrying Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 156,341 |
Estimated Fair Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 155,962 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 106,489 | $ 100,323 | $ 87,257 |
Insurance [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 76,926 | 73,398 | 65,076 |
Real estate rent and related costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 13,649 | 12,220 | 12,384 |
Administrative support services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 6,377 | 6,036 | 4,215 |
Truck fuel, maintenance and other operating costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 9,221 | 7,597 | 3,887 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 316 | $ 1,072 | $ 1,695 |
Transactions with Affiliates _2
Transactions with Affiliates - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | May 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Facility | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of lease facilities from related parties occupied on monthly or contractual basis | Facility | 31 | ||||
Insurance, claims and other receivables | $ 14,300,000 | $ 16,200,000 | |||
Tender offer expire date | Jun. 15, 2022 | ||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Affiliates [Member] | Affiliates [Member] | |||
Due to Affiliates, Current | $ 20,700,000 | $ 20,600,000 | |||
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | Affiliates [Member] | Affiliates [Member] | |||
Due from Affiliates, Current | $ 700,000 | $ 1,000,000 | |||
Director, H. E. "Scott" Wolfe [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares acquired from right of first refusal | shares | 3,750 | ||||
Value of shares acquired from right of first refusal | $ 120,900 | ||||
Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares accepted by company under tender offer, shares | shares | 164,189 | ||||
Number Of Oversubscribed Shares Tendered | shares | 64,189 | ||||
Tender offer final purchase price, per share | $ / shares | $ 28 | ||||
Tender offer, total purchase price | $ 4,600,000 | ||||
Common Stock [Member] | Director, H. E. "Scott" Wolfe [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares accepted by company under tender offer, shares | shares | 5,000 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares available for authorized to repurchase | shares | 100,000 | ||||
Shares outstanding price per share | $ / shares | $ 28 | ||||
Common Stock [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares outstanding price per share | $ / shares | $ 25 | ||||
Affiliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | 0 | ||||
Payment to acquire multi-building | $ 8,300,000 | ||||
Initial deposit | 0.2 | ||||
Proceeds from sale of business | $ 100,000 | ||||
Gain (Loss) on Disposition of Business | $ 0 | ||||
Due to Affiliates, Current | 20,737,000 | 20,627,000 | |||
Affiliates [Member] | Real Property Improvements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | 5,300,000 | ||||
Affiliates [Member] | Used Tractors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | 6,300,000 | $ 4,700,000 | |||
Affiliates [Member] | New Trailers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | $ 5,100,000 |
Transactions with Affiliates _3
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - Related Party [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 6,682 | $ 903 | $ 660 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | 5,087 | 663 | $ 660 |
Facilities and Related Support [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 1,595 | $ 240 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Related to U.S. and Non-U.S. Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 124,299 | $ 225,422 | $ 98,581 |
U.S. Domestic [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | 120,281 | 221,347 | 96,636 |
Foreign [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 4,018 | $ 4,075 | $ 1,945 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
U.S. Federal | $ 15,603 | $ 33,883 | $ 24,394 |
State | 5,349 | 14,277 | 3,604 |
Foreign | 26 | 354 | 0 |
Total current | 20,978 | 48,514 | 27,998 |
Deferred: | |||
U.S. Federal | 9,612 | 11,530 | (4,231) |
State | 639 | (4,055) | 984 |
Foreign | 169 | 801 | 97 |
Total deferred | 10,420 | 8,276 | (3,150) |
Total | $ 31,398 | $ 56,790 | $ 24,848 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||
Deferred social security taxes | $ 5,100 | |||
Unrecognized tax benefit in certain tax positions | $ 278 | $ 257 | $ 226 | $ 272 |
Accrued interest | 0 | |||
Accrued penalties | 0 | |||
Foreign [Member] | Mexican Subsidiary [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 700 | 1,400 | ||
Operating loss carryforwards expire year | 2030 | |||
Foreign [Member] | Canadian And German Subsidiaries [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 1,300 | $ 1,700 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Domestic deferred tax liabilities: | ||
Net deferred tax liability | $ 78,342 | $ 68,191 |
U.S. Domestic [Member] | ||
Domestic deferred tax assets: | ||
Allowance for credit losses | 2,745 | 3,222 |
Other assets | 1,781 | 1,715 |
Accrued expenses | 5,579 | 9,385 |
Deferred tax assets | 10,105 | 14,322 |
Domestic deferred tax liabilities: | ||
Prepaid expenses | 4,355 | 5,512 |
Marketable securities | 692 | 504 |
Intangible assets | 18,002 | 21,124 |
Property and equipment | 66,623 | 56,767 |
Deferred tax liabilities | 89,672 | 83,907 |
Net deferred tax liability | 79,567 | 69,585 |
Foreign [Member] | ||
Domestic deferred tax assets: | ||
Net operating losses | 2,570 | 3,357 |
Valuation allowance - foreign | (1,345) | (1,963) |
Deferred tax assets | $ 1,225 | $ 1,394 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State, net of federal benefit | 4% | 4% | 4% |
Foreign | 0% | 0% | 0% |
Effective tax rate | 25% | 25% | 25% |
Income Taxes - Changes in Compa
Income Taxes - Changes in Company's Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit – beginning of year | $ 257 | $ 226 | $ 272 |
Increases related to current year tax positions | 36 | 52 | 35 |
Decreases related to prior year tax positions | (15) | (21) | (81) |
Unrecognized tax benefit – end of year | $ 278 | $ 257 | $ 226 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost | ||
Operating lease cost | $ 36,223 | $ 34,948 |
Short-term lease cost | 16,221 | 11,471 |
Variable lease cost | 4,001 | 3,964 |
Sublease income | (113) | |
Total lease cost | 56,445 | 50,270 |
With Affiliates [Member] | ||
Lease cost | ||
Operating lease cost | 9,521 | 9,526 |
Short-term lease cost | 66 | 1,914 |
Variable lease cost | 881 | 869 |
Total lease cost | 10,468 | 12,309 |
With Third Parties [Member] | ||
Lease cost | ||
Operating lease cost | 26,702 | 25,422 |
Short-term lease cost | 16,155 | 9,557 |
Variable lease cost | 3,120 | 3,095 |
Sublease income | (113) | |
Total lease cost | $ 45,977 | $ 37,961 |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Related Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 36,145 | $ 33,274 |
Right-of-use asset change due to lease termination | (208) | (1,583) |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 16,269 | 24,357 |
Future right-of-use asset change due to lease signed with a future commencement date | $ 1,736 | |
Weighted-average remaining lease term (in years) | 3 years 6 months | 4 years 1 month 6 days |
Weighted-average discount rate | 6.10% | 5.50% |
With Affiliates [Member] | ||
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 9,401 | $ 9,248 |
Right-of-use asset change due to lease termination | (64) | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 151 | $ 1,080 |
Weighted-average remaining lease term (in years) | 4 years 3 months 18 days | 4 years 9 months 18 days |
Weighted-average discount rate | 7.50% | 6.90% |
With Third Parties [Member] | ||
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 26,744 | $ 24,026 |
Right-of-use asset change due to lease termination | (144) | (1,583) |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 16,118 | 23,277 |
Future right-of-use asset change due to lease signed with a future commencement date | $ 1,736 | |
Weighted-average remaining lease term (in years) | 3 years 2 months 12 days | 3 years 9 months 18 days |
Weighted-average discount rate | 5.40% | 4.90% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Lease Disclosure [Line Items] | |
2024 | $ 34,676 |
2025 | 28,381 |
2026 | 22,088 |
2027 | 11,919 |
2028 | 4,835 |
Thereafter | 3,362 |
Total required lease payments | 105,261 |
Less amounts representing interest | (11,643) |
Present value of lease liabilities | 93,618 |
With Affiliates [Member] | |
Lease Disclosure [Line Items] | |
2024 | 9,162 |
2025 | 7,439 |
2026 | 4,887 |
2027 | 3,761 |
2028 | 3,553 |
Thereafter | 3,362 |
Total required lease payments | 32,164 |
With Third Parties [Member] | |
Lease Disclosure [Line Items] | |
2024 | 25,514 |
2025 | 20,942 |
2026 | 17,201 |
2027 | 8,158 |
2028 | 1,282 |
Thereafter | 0 |
Total required lease payments | $ 73,097 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Employee | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expense of retirement plans | $ 1,100,000 | $ 1,000,000 | $ 700,000 |
Number of employees covered | Employee | 15 | ||
Required contributions into Canada Wide Industrial Pension Plan | $ 58,000 | $ 40,000 | $ 32,000 |
Defined Benefit Plan, Funding Status [Extensible Enumeration] | Canadian Plans [Member] | Canadian Plans [Member] | Canadian Plans [Member] |
Minimum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contributions offered to employee | $ 0 | ||
Maximum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contributions offered to employee | $ 2,080 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2023 | Mar. 31, 2023 | May 31, 2022 | Sep. 30, 2021 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized | 200,000 | 100,000,000 | 100,000,000 | ||||||
Shares of restricted stock granted | 3,549 | 2,157 | 0 | ||||||
Compensation cost | $ 90,000 | $ 50,000 | |||||||
Total fair value of shares vested | 300,000 | $ 200,000 | $ 200,000 | ||||||
Total unrecognized compensation cost | 2,200,000 | ||||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2024 | 700,000 | ||||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2025 | 300,000 | ||||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2026 | 600,000 | ||||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2027 | 400,000 | ||||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2028 | $ 200,000 | ||||||||
Non-Employee Directors [Member] | Common Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted | 3,549 | 2,157 | |||||||
Restricted stock award grant date fair value per share | $ 25.42 | $ 23.17 | |||||||
Restricted Stock [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted | 34,611 | 2,355 | 38,160 | ||||||
Restricted stock award grant date fair value per share | $ 27.59 | $ 20.46 | $ 27.39 | ||||||
Restricted Stock [Member] | Vesting on January 10, 2024 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares expected to vest | 20,000 | ||||||||
Restricted Stock [Member] | Vesting on January 10, 2026 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares expected to vest | 20,000 | ||||||||
Restricted Stock [Member] | Vesting on January 10, 2027 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares expected to vest | 10,000 | ||||||||
Restricted Stock [Member] | Vesting on January 10, 2028 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares expected to vest | 10,000 | ||||||||
Restricted Stock [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted | 8,441 | 5,000 | |||||||
Restricted stock award grant date fair value per share | $ 17.74 | ||||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares of restricted stock granted | 9,134 | 60,000 | |||||||
Restricted stock award grant date fair value per share | $ 18.82 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares, Granted | 3,549 | 2,157 | 0 | ||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares Non-vested, Beginning Balance | 73,759 | ||||
Shares, Granted | 34,611 | 2,355 | 38,160 | ||
Shares, Vested | (10,895) | ||||
Shares, Forfeited | (566) | ||||
Shares, Ending Balance | 100,458 | 73,759 | |||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 19.23 | ||||
Weighted Average Grant Date Fair Value, Granted | $ 27.59 | $ 20.46 | 27.39 | ||
Weighted Average Grant Date Fair Value, Vested | 24.03 | ||||
Weighted Average Grant Date Fair Value, Forfeited | 27.59 | ||||
Weighted Average Grant Date Fair Value, Ending Balance | $ 21.76 | $ 19.23 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Workforce Subject to Collective Bargaining Arrangements [Member] - Unionized Employees Concentration Risk [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Concentration Risk [Line Items] | |
Percentage of employees concentration | 33% |
Percentage of employees subject to contracts that expire in 2024 | 48% |
Commitments to purchase equipment | $ 121.9 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Weighted average non-vested shares of restricted shares | 23,821 | 19,837 | 10,845 |
Antidilutive securities excluded from computation of earnings per share, amount | 34,045 | 0 | 65,000 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment Reporting - Summary of
Segment Reporting - Summary of Company's Reportable Segment Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,662,139 | $ 2,015,456 | $ 1,750,980 |
Income from operations | 145,444 | 240,435 | 102,960 |
Depreciation and amortization | 77,036 | 76,657 | 67,537 |
Operating Segments [Member] | Contract Logistics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 829,574 | 823,934 | 627,220 |
Income from operations | 127,752 | 118,437 | 44,809 |
Depreciation and amortization | 45,027 | 47,013 | 33,504 |
Operating Segments [Member] | Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 374,667 | 591,946 | 473,059 |
Income from operations | 1,297 | 83,640 | 30,379 |
Depreciation and amortization | 28,563 | 25,509 | 26,074 |
Operating Segments [Member] | Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 333,211 | 392,639 | 403,312 |
Income from operations | 17,258 | 27,564 | 19,607 |
Depreciation and amortization | 2,631 | 2,146 | 5,979 |
Operating Segments [Member] | Company-managed Brokerage [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 119,741 | 200,536 | 242,794 |
Income from operations | (2,221) | 9,993 | 7,122 |
Depreciation and amortization | 307 | 137 | 379 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,946 | 6,401 | 4,595 |
Income from operations | 1,358 | 801 | 1,043 |
Depreciation and amortization | 508 | 1,852 | 1,601 |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (6,587) | (17,120) | (22,154) |
Intersegment Eliminations [Member] | Contract Logistics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (629) | (4,718) | (530) |
Intersegment Eliminations [Member] | Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (2,974) | (8,526) | (6,949) |
Intersegment Eliminations [Member] | Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (569) | (208) | (12,311) |
Intersegment Eliminations [Member] | Company-managed Brokerage [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (2,415) | $ (3,668) | $ (2,364) |
Segment Reporting - Revenues At
Segment Reporting - Revenues Attributed to Geographic Areas (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total operating revenues | $ 1,662,139 | $ 2,015,456 | $ 1,750,980 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 1,622,993 | 1,977,339 | 1,720,619 |
Mexico [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 30,462 | 22,889 | 15,236 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 5,846 | 13,175 | 13,208 |
Colombia [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | $ 2,838 | $ 2,053 | $ 1,917 |
Segment Reporting - Net Long-Li
Segment Reporting - Net Long-Lived Assets by Geographic Areas (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net long-lived assets, total | $ 652,688 | $ 490,885 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net long-lived assets, total | 604,365 | 455,577 |
Mexico [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net long-lived assets, total | 46,999 | 34,067 |
Colombia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net long-lived assets, total | $ 1,324 | $ 1,241 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Feb. 15, 2024 | Feb. 14, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 11, 2024 | |
Subsequent Event [Line Items] | ||||||
Dividends declared per common share | $ 0.42 | $ 0.42 | $ 0.42 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price of real property | $ 13 | |||||
Deposit | $ 0.3 | |||||
Retired shares of its treasury stock | 4,722,877 | |||||
Dividends payable, date declared | Feb. 15, 2024 | |||||
Dividends declared per common share | $ 0.105 | |||||
Dividends payable, recorded date | Mar. 04, 2024 | |||||
Dividends payable, date to be paid | Apr. 01, 2024 |