Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Business | | (a) | Business | | | | | | | | | | | | | | | | | | | | | | |
Universal Truckload Services, Inc., referred to herein as Universal, or us, we or the Company, through its subsidiaries, is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, Mexico, Canada, and Colombia. We provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers with a broad array of services across their entire supply chain, including transportation, value-added, and intermodal services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost. |
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Basis of Presentation | | (b) | Basis of Presentation | | | | | | | | | | | | | | | | | | | | | | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Effective on December 31, 2014, the Company executed a plan to reduce the number of its subsidiaries, re-naming and re-branding our principal surviving operating subsidiaries. The organizational streamlining plan included the statutory merger of certain subsidiaries, along with the transfer of certain business units between subsidiaries. At December 31, 2014, we conducted our operation through the following operating and support subsidiaries: Cavalry Logistics, LLC, Diversified Contract Services, Inc., Flint Special Services, Inc., LGSI Equipment of Indiana, LLC, LINC Logistics, LLC, LINC Ontario, Ltd., Logistics Insight Corp., Logistics Insight Corporation S. de R.L. de C.V., Logistics Insight GmbH, Louisiana Transportation, Inc., Mason Dixon Intermodal, Inc., ULINC Staffing de Mexico, S. de R.L. de C.V., Universal Dedicated, Inc., Universal Logistics Solutions International, Inc., Universal Logistics Solutions Canada, Ltd., Universal Management Services, Inc., Universal Specialized, Inc., Universal Truckload, Inc., UT Rent A Car, Inc., UTS Realty, LLC, UTSI Finance, Inc., Westport Holding, LLC and Westport Axle Corporation. All significant intercompany accounts and transactions have been eliminated. |
Through December 31, 2004, Universal was a wholly-owned subsidiary of CenTra, Inc. On December 31, 2004, CenTra distributed all of Universal’s common stock to Matthew T. Moroun and a trust controlled by Manuel J. Moroun, collectively the Morouns, the sole shareholders of CenTra, Inc. CenTra, Inc., its subsidiaries and affiliates are referred to as “CenTra.” Subsequent to the initial public offering in 2005, the Morouns retained and continue to hold a controlling interest in Universal. The accompanying consolidated financial statements present the historical financial position, results of operations, and cash flows of the Company and are not necessarily indicative of what the financial position, results of operations, or cash flows would have been had the Company operated as an unaffiliated company during the periods presented. |
Our fiscal year consists of four quarters, each with thirteen weeks. |
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 | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents consist of cash and short-term, highly liquid investments with an original maturity of three months or less. |
It is our policy to record checks issued in excess of funds on deposit as accounts payable for balance sheet presentation, and include the changes in these positions as cash flows from operating activities in the statements of cash flows. At December 31, 2014, accounts payable included reclassification of checks issued in excess of funds on deposit in the amount of $13.4 million. At December 31, 2013, funds on deposit were in excess of checks issued and no reclassification was necessary. The change in the amount of checks issued in excess of funds on deposit of $13.4 million, $(13.4) million, and $3.4 million for 2014, 2013 and 2012, respectively, is included in cash flows from operating activities in the statements of cash flows as a change in accounts payable, accrued expenses and other current liabilities. |
Marketable Securities | | (e) | Marketable Securities | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2014 and 2013, marketable securities, all of which are available-for-sale, consist of common and preferred stocks. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive income (loss), except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net income and are included in other non-operating income (expense), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in other non-operating income (expense). During the year ended December 31, 2014, the Company made purchases of securities totaling $2.1 million, but did not sell any marketable securities. During the years ended December 31, 2013 and 2012, we received proceeds of $0.5 million and $7.5 million from the sale of marketable securities with a combined cost of $0.4 million $5.3 million resulting in a realized gain of $0.1 million and $2.2 million, respectively. |
The cost, gross unrealized holding gains, gross unrealized holding losses, and fair value of available-for-sale securities by type were as follows (in thousands): |
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| | Cost | | | Gross | | | Gross | | | Fair | | | | | | | | | |
unrealized | unrealized | Value | | | | | | | | |
holding | holding | | | | | | | | | |
gains | (losses) | | | | | | | | | |
At December 31, 2014 | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Securities | | $ | 9,779 | | | $ | 4,825 | | | $ | (295 | ) | | $ | 14,309 | | | | | | | | | |
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At December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Securities | | $ | 7,717 | | | $ | 3,974 | | | $ | (65 | ) | | $ | 11,626 | | | | | | | | | |
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Included in equity securities at December 31, 2014 were securities with a book basis of $1.8 million and a cumulative loss position of $0.3 million, the impairment of which we consider to be temporary. We consider several factors in determining as to whether declines in value are judged to be temporary or other-than-temporary, including the severity and duration of the decline, the financial condition and near-term prospects of the specific issuers and the industries in which they operate, and our intent and ability to hold these securities. We may incur future impairment charges if declines in market values continue and/or worsen and impairments are no longer considered temporary. |
The fair value and gross unrealized holding losses of our marketable securities that are not deemed to be other-than-temporarily impaired aggregated by type and length of time they have been in a continuous unrealized loss position were as follows (in thousands): |
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| | Less than 12 Months | | | 12 Months or Greater | | | Total | |
| | Fair | | | Unrealized | | | Fair | | | Unrealized | | | Fair | | | Unrealized | |
Value | Losses | Value | Losses | Value | Losses |
At December 31, 2014 | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 1,380 | | | $ | 197 | | | $ | 146 | | | $ | 98 | | | $ | 1,526 | | | $ | 295 | |
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At December 31, 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | $ | 167 | | | $ | 3 | | | $ | 289 | | | $ | 62 | | | $ | 456 | | | $ | 65 | |
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At December 31, 2014, our portfolio of equity securities in a continuous loss position, the impairment of which we consider to be temporary, consists primarily of common stocks in the oil and gas, banking, communications, steel, and transportation industries. The fair value and unrealized losses are distributed in sixteen publicly traded companies, with no single industry or company representing a material or concentrated unrealized loss. We have evaluated the near-term prospects of the various industries, as well as the specific issuers within our portfolio, in relation to the severity and duration of the impairments, and based on that evaluation, and our ability and intent to hold these investments for a reasonable period of time to allow for a recovery of fair value, we do not consider these investments to be other-than-temporarily impaired at December 31, 2014. |
The Company from time to time invests cash in excess of its current needs in marketable securities, much of which is held in equity securities, which are actively traded on public exchanges. It is our philosophy to minimize the risk of capital loss without foregoing the potential for capital appreciation through investing in value-and-income oriented investments. However, holding equity securities subjects us to fluctuations in the market value of our investment portfolio based on current market prices, and a decline in market prices or other unstable market conditions could cause a loss in the value of our marketable securities classified as available-for-sale. |
Accounts Receivable | | (f) | Accounts Receivable | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable are recorded at the net invoiced amount, net of an allowance for doubtful accounts, and do not bear interest. They include unbilled 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 doubtful accounts 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 and the aging of our outstanding accounts receivable. 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 market. 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): |
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| | 2014 | | | 2013 | | | | | | | | | | | | | | | | | |
Raw materials and supplies | | $ | 6,903 | | | $ | 3,197 | | | | | | | | | | | | | | | | | |
Finished goods | | | 1,347 | | | | 428 | | | | | | | | | | | | | | | | | |
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| | $ | 8,250 | | | $ | 3,625 | | | | | | | | | | | | | | | | | |
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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: |
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Description | | Life in Years | | | | | | | | | | | | | | | | | | | | | |
Transportation equipment | | | 5 - 15 | | | | | | | | | | | | | | | | | | | | | |
Other operating assets | | | 3 - 15 | | | | | | | | | | | | | | | | | | | | | |
Information technology equipment | | | 2 - 5 | | | | | | | | | | | | | | | | | | | | | |
Buildings and related assets | | | 10 - 39 | | | | | | | | | | | | | | | | | | | | | |
The amounts recorded for depreciation expense were $23.1 million, $17.6 million, and $15.2 million for the years ended December 31, 2014, 2013 and 2012, 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. |
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Intangible Assets | | (i) | Intangible Assets | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets subject to amortization consist of customer contracts and agent and customer relationships 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 one to nineteen years. The weighted average amortization period for customer contracts is approximately two years, and the weighted average amortization period for agent and customer relationships is approximately fifteen years. Collectively, the weighted average amortization period of assets subject to amortization is approximately twelve years. The useful lives of acquired trademarks are indefinite and, therefore, not subject to amortization. |
Our identifiable intangible assets as of December 31, 2014 and 2013 are as follows (in thousands): |
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| | 2014 | | | 2013 | | | | | | | | | | | | | | | | | |
Indefinite Lived Intangibles: | | | | | | | | | | | | | | | | | | | | | | | | |
Trademarks | | $ | 2,500 | | | $ | 2,500 | | | | | | | | | | | | | | | | | |
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Definite Lived Intangibles: | | | | | | | | | | | | | | | | | | | | | | | | |
Agent and customer relationships | | | 65,060 | | | | 64,052 | | | | | | | | | | | | | | | | | |
Customer contracts | | | 20,600 | | | | 20,600 | | | | | | | | | | | | | | | | | |
Less: accumulated amortization | | | (34,340 | ) | | | (24,345 | ) | | | | | | | | | | | | | | | | |
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Intangible assets, net | | $ | 51,320 | | | $ | 60,307 | | | | | | | | | | | | | | | | | |
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Total Identifiable Intangible Assets | | $ | 53,820 | | | $ | 62,807 | | | | | | | | | | | | | | | | | |
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Estimated amortization expense by year is as follows (in thousands): |
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2015 | | $ | 9,102 | | | | | | | | | | | | | | | | | | | | | |
2016 | | | 7,423 | | | | | | | | | | | | | | | | | | | | | |
2017 | | | 5,995 | | | | | | | | | | | | | | | | | | | | | |
2018 | | | 2,519 | | | | | | | | | | | | | | | | | | | | | |
2019 | | | 2,254 | | | | | | | | | | | | | | | | | | | | | |
Thereafter | | | 24,027 | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | 51,320 | | | | | | | | | | | | | | | | | | | | | |
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The amounts recorded for amortization expense were $9.9 million, $2.1 million, and $3.0 million for the years ended December 31, 2014, 2013 and 2012, 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 FASB Accounting Standards Codification, or ASC, Topic 805 “Business Combinations”, 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 two-step quantitative goodwill impairment test. If we choose that option, we would not be required perform Step 1 of the 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, then we may then proceed with Step 1 of the two-step impairment test. In the quantitative goodwill test, a company compares the carrying value of a reporting unit to its fair value. If the carrying value of the reporting unit exceeds the estimated fair value, a second step is performed, which compares the implied fair value of goodwill to the carrying value, to determine the amount of impairment. During the third quarter of 2014, we completed our goodwill impairment testing by performing a qualitative assessment. Based on the results of this test, no impairment loss was recognized. |
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): |
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Balance as of January 1, 2013 | | $ | 17,965 | | | | | | | | | | | | | | | | | | | | | |
Westport Acquisition | | | 56,624 | | | | | | | | | | | | | | | | | | | | | |
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Balance as of December 31, 2013 | | | 74,589 | | | | | | | | | | | | | | | | | | | | | |
Bull’s Eye acquisitions | | | 163 | | | | | | | | | | | | | | | | | | | | | |
Westport adjustments | | | (268 | ) | | | | | | | | | | | | | | | | | | | | |
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Balance as of December 31, 2014 | | $ | 74,484 | | | | | | | | | | | | | | | | | | | | | |
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At both December 31, 2014 and 2013, $18.2 million and $18.0 million of goodwill was recorded in our transportation segment, respectively. At December 31, 2014 and 2013, $56.3 million and $56.6 million of goodwill was recorded in our logistics segment, respectively. |
Long-Lived Assets | (k) | Long-Lived Assets | | | | | | | | | | | | | | | | | | | | | | | |
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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 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 to its carrying value. If the carrying value of the long-lived asset 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 is remeasured to fair value at each reporting date until the contingency is resolved. |
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 primarily of equity securities, are carried at fair market value as determined by quoted market prices. Our senior debt and line of credit consists 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. |
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 and Related Expenses | | (p) | Revenue and Related Expenses | | | | | | | | | | | | | | | | | | | | | | |
We are the primary obligor when rendering transportation services, value-added services and intermodal services, and we 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 when persuasive evidence of an arrangement exists, delivery has occurred at the receiver’s location or for service arrangements after the related services have been rendered, the revenue and related expenses are fixed or determinable and collectability is reasonably assured. Fuel surcharges, where separately identifiable, of $119.7 million, $118.6 million and $115.2 million for the years ended December 31, 2014, 2013 and 2012, respectively, are included in operating revenues. |
Revenues and associated costs for the sales of axles and machined components are recognized when title has passed and the risks and rewards of ownership are transferred, which is at the time of shipment. |
Our customer contracts could involve multiple revenue-generating activities performed for the same customer. When several contracts are entered into with the same customer in a short period of time, we evaluate whether these contracts should be considered as a single, multiple element contract for revenue recognition purposes. Criteria we consider that may result in the aggregation of contracts include whether such contracts are actually entered into within a short period of time, whether services in multiple contracts are interrelated, or if the negotiation and terms of one contract show or include consideration for another contract or contracts. Our current contracts have not been required to be aggregated, as they are negotiated independently on a standalone basis. Our customers typically choose their vendor and award business at the conclusion of a competitive bidding process for each service. As a result, although we evaluate customer purchase orders and agreements for multiple elements and aggregation of individual contracts into a multiple element arrangement, our current contracts do not meet the criteria required for multiple element contract accounting. |
Insurance & Claims | | (q) | Insurance & 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 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. |
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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). No stock based awards were granted in 2014 or 2013. During 2012, the Company granted 178,137 shares of restricted stock to certain employees with a market price at the date of grant of $16.42. |
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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 2011. 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 2010 and 2009, 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 and Canada 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. |
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Segment Information | | (u) | Segment Information | | | | | | | | | | | | | | | | | | | | | | |
We report our financial results in two reportable segments, the transportation segment and the logistics segment, based on the nature of the underlying customer commitment and the types of investments required to support these commitments. 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 transportation segment are associated with individual freight shipments coordinated by our agents, company-managed terminals and specialized services operations. In contrast, operations aggregated in our logistics segment deliver value-added services or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Other non-reportable operating segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries and to owner-operators, including shop maintenance and equipment leasing. |
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Concentrations of Credit Risk | | (v) | 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, wind energy, building materials, machinery and metals industries. During the fiscal years ended December 31, 2014, 2013 and 2012, aggregate sales in the automotive industry totaled 28.4%, 33.8% and 30.7% of revenue, respectively. In 2014, General Motors accounted for approximately 9.7% of our total operating revenues and sales to our top 10 customers, including General Motors, totaled 36.1%. |
Unaudited Pro Forma Earnings Per Share | | (w) | Unaudited Pro Forma Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | |
Prior to its acquisition by Universal on October 1, 2012, LINC was an S Corporation for U.S. federal income tax purposes. As a result, LINC had no U.S. federal income tax liability, but had state and local liabilities in certain jurisdictions attributable to earnings as an S Corporation. Pro forma basic and diluted earnings per share have been computed to give effect to the termination of LINC’s S Corporation status and acquisition by Universal, which changes the provision for income taxes for each period presented. We assume a blended statutory federal, state and local rate of 38.5% in 2012. |
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The following table sets forth a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share for the periods presented (in thousands, except per share data): |
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| | 2012 | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 47,688 | | | | | | | | | | | | | | | | | | | | | |
Pro forma provision for income taxes due to LINC’s conversion to a “C” corporation | | | 11,059 | | | | | | | | | | | | | | | | | | | | | |
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Pro forma net income | | $ | 36,629 | | | | | | | | | | | | | | | | | | | | | |
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Pro forma earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 1.22 | | | | | | | | | | | | | | | | | | | | | |
Diluted | | $ | 1.22 | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 30,032 | | | | | | | | | | | | | | | | | | | | | |
Diluted | | | 30,036 | | | | | | | | | | | | | | | | | | | | | |
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Recent Accounting Pronouncements | |
| (x) | Recent Accounting Pronouncements | | | | | | | | | | | | | | | | | | | | | | |
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In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment, which provided new guidance related to reporting discontinued operations. This new standard raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new standard is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of this guidance is not expected to have a significant impact on the Company’s financial condition, results of operations, or cash flow. |
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provided new accounting guidance related to revenue recognition. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The new guidance is effective for annual reporting periods (including interim periods within those periods) |
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beginning after December 15, 2016 for public companies. Early adoption is not permitted. Entities have the option of using either a full retrospective or modified approach to adopt ASU 2014-09. We are evaluating the effect, if any, that adopting this new accounting standard will have on our consolidated financial statements and related disclosures. |