Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jul. 01, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ULH | ||
Entity Registrant Name | Universal Logistics Holdings, Inc. | ||
Entity Central Index Key | 1,308,208 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 28,442,894 | ||
Entity Public Float | $ 107.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,755 | $ 12,930 |
Marketable securities | 14,359 | 13,431 |
Accounts receivable – net of allowance for doubtful accounts of $1,613 and $5,173, respectively | 144,712 | 141,275 |
Other receivables | 15,438 | 15,422 |
Due from affiliates | 2,513 | 1,924 |
Prepaid income taxes | 11,300 | |
Prepaid expenses and other | 17,374 | 17,858 |
Total current assets | 207,451 | 202,840 |
Property and equipment, net | 246,277 | 177,189 |
Goodwill | 74,484 | 74,484 |
Intangible assets – net of accumulated amortization of $50,971 and $43,495, respectively | 37,189 | 44,665 |
Deferred income taxes | 164 | 83 |
Other assets | 4,892 | 3,894 |
Total assets | 570,457 | 503,155 |
Current liabilities: | ||
Accounts payable | 65,945 | 46,347 |
Due to affiliates | 4,597 | 3,413 |
Accrued expenses and other current liabilities | 19,665 | 18,989 |
Insurance and claims | 19,754 | 21,906 |
Income taxes payable | 1,045 | |
Current portion of long-term debt | 34,455 | 61,224 |
Current maturities of capital lease obligations | 100 | 916 |
Total current liabilities | 144,516 | 153,840 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 226,812 | 172,190 |
Capital lease obligations, net of current maturities | 92 | 1,065 |
Deferred income taxes | 47,819 | 40,496 |
Other long-term liabilities | 3,486 | 4,483 |
Total long-term liabilities | 278,209 | 218,234 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,917,952 and 30,884,727 shares issued; 28,430,394 and 28,398,900 shares outstanding, respectively | 30,919 | 30,885 |
Paid-in capital | 3,451 | 2,914 |
Treasury stock, at cost; 2,487,558 and 2,485,827 shares, respectively | (50,044) | (50,018) |
Retained earnings | 166,033 | 149,743 |
Accumulated other comprehensive income (loss): | ||
Unrealized holding gain on available-for-sale securities, net of income taxes of $1,512 and $1,015, respectively | 2,679 | 1,801 |
Interest rate swaps, net of income taxes of $62 and $0, respectively | 99 | |
Foreign currency translation adjustments | (5,405) | (4,244) |
Total shareholders’ equity | 147,732 | 131,081 |
Total liabilities and shareholders’ equity | $ 570,457 | $ 503,155 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,613 | $ 5,173 |
Intangible assets, accumulated amortization | $ 50,971 | $ 43,495 |
Common stock, par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,917,952 | 30,884,727 |
Common stock, shares outstanding | 28,430,394 | 28,398,900 |
Treasury stock, shares | 2,487,558 | 2,485,827 |
Income tax expense on unrealized holding gain on available-for-sale securities | $ 1,512 | $ 1,015 |
Interest rate swaps, income taxes | $ 62 | $ 0 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating revenues: | |||
Transportation services, including related party amounts of $1,090, $400 and $138, respectively | $ 629,192 | $ 696,134 | $ 769,308 |
Value-added services | 302,225 | 285,258 | 284,496 |
Intermodal services, including related party amounts of $0, $0 and $170, respectively | 141,334 | 147,381 | 137,717 |
Total operating revenues | 1,072,751 | 1,128,773 | 1,191,521 |
Operating expenses: | |||
Purchased transportation and equipment rent, including related party amounts of $233, $3,347 and $930, respectively | 509,775 | 567,558 | 615,327 |
Direct personnel and related benefits, including related party amounts of $26,267, $23,792 and $16,623, respectively | 262,659 | 220,653 | 208,505 |
Commission expense | 32,350 | 37,844 | 43,922 |
Operating expenses, including related party amounts of $2,656, $1,983 and $1,233, respectively | 96,612 | 108,523 | 116,611 |
Occupancy expense, including related party amounts of $17,174, $13,174 and $10,472, respectively | 31,923 | 27,004 | 25,063 |
Selling, general, and administrative, including related party amounts of $5,557, $6,418 and $3,736, respectively | 38,426 | 37,510 | 42,214 |
Insurance and claims, including related party amounts of $15,362, $17,360 and $18,102, respectively | 17,724 | 21,413 | 25,991 |
Depreciation and amortization | 36,702 | 34,873 | 33,053 |
Total operating expenses | 1,026,171 | 1,055,378 | 1,110,686 |
Income from operations | 46,580 | 73,395 | 80,835 |
Interest income | 157 | 55 | 46 |
Interest expense | (8,266) | (9,235) | (8,229) |
Other non-operating income | 934 | 790 | 447 |
Income before provision for income taxes | 39,405 | 65,005 | 73,099 |
Provision for income taxes | 15,161 | 25,004 | 27,729 |
Net income | $ 24,244 | $ 40,001 | $ 45,370 |
Earnings per common share: | |||
Basic | $ 0.85 | $ 1.37 | $ 1.51 |
Diluted | $ 0.85 | $ 1.37 | $ 1.51 |
Weighted average number of common shares outstanding: | |||
Basic | 28,411 | 29,233 | 30,013 |
Diluted | 28,411 | 29,235 | 30,044 |
Dividends declared per common share | $ 0.28 | $ 0.28 | $ 0.28 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Transportation services, related party amounts | $ 1,090 | $ 400 | $ 138 |
Intermodal services, related party amounts | 0 | 0 | 170 |
Purchased transportation and equipment rent [Member] | |||
Operating expenses, related party amounts | 233 | 3,347 | 930 |
Direct personnel and related benefits [Member] | |||
Operating expenses, related party amounts | 26,267 | 23,792 | 16,623 |
Operating expenses [Member] | |||
Operating expenses, related party amounts | 2,656 | 1,983 | 1,233 |
Occupancy expense [Member] | |||
Operating expenses, related party amounts | 17,174 | 13,174 | 10,472 |
Selling, general, and administrative [Member] | |||
Operating expenses, related party amounts | 5,557 | 6,418 | 3,736 |
Insurance and claims [Member] | |||
Operating expenses, related party amounts | $ 15,362 | $ 17,360 | $ 18,102 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net Income | $ 24,244 | $ 40,001 | $ 45,370 |
Other comprehensive income (loss): | |||
Unrealized holding gains (losses) on available-for-sale securities arising during the period, net of income taxes | 1,142 | (1,015) | 412 |
Realized gains on available-for-sale securities reclassified into income, net of income taxes | (264) | (72) | |
Unrealized changes in fair value of interest rate swaps, net of income taxes | 99 | ||
Foreign currency translation adjustments | (1,161) | (2,252) | (1,631) |
Total other comprehensive (loss) | (184) | (3,339) | (1,219) |
Total comprehensive income | $ 24,060 | $ 36,662 | $ 44,151 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 24,244 | $ 40,001 | $ 45,370 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 36,702 | 34,873 | 33,053 |
Gain on sale of marketable equity securities | (412) | (347) | |
Other-than-temporary impairment of marketable securities | 230 | ||
Loss on disposal of property and equipment | 161 | 239 | 233 |
Amortization of debt issuance costs | 312 | 648 | 693 |
Write-off of debt issuance costs | 1,272 | ||
Stock-based compensation | 571 | 494 | 1,485 |
Provision for doubtful accounts | 3,099 | 3,004 | 3,504 |
Deferred income taxes | 6,610 | 478 | 1,433 |
Change in assets and liabilities: | |||
Trade and other accounts receivable | (7,510) | 4,424 | (19,857) |
Prepaid income taxes, prepaid expenses and other assets | (12,748) | 4,347 | 984 |
Accounts payable, accrued expenses, insurance and claims and other current liabilities | 18,003 | (11,695) | 13,027 |
Due to/from affiliates, net | 595 | 83 | (1) |
Other long-term liabilities | (998) | 253 | (532) |
Net cash provided by operating activities | 68,629 | 78,304 | 79,392 |
Cash flows from investing activities: | |||
Capital expenditures | (97,351) | (26,257) | (59,784) |
Proceeds from the sale of property and equipment | 2,426 | 816 | 1,326 |
Purchases of marketable securities | (17) | (1,159) | (2,063) |
Proceeds from sale of marketable securities | 866 | 441 | |
Acquisitions of businesses | (2,648) | ||
Net cash used in investing activities | (94,076) | (26,159) | (63,169) |
Cash flows from financing activities: | |||
Proceeds from borrowing - revolving debt | 220,633 | 172,758 | 135,019 |
Repayments of debt - revolving debt | (217,368) | (161,293) | (135,149) |
Proceeds from borrowing - term debt | 99,534 | 163,578 | 2,500 |
Repayments of debt - term debt | (78,520) | (175,428) | (4,572) |
Dividends paid | (7,954) | (8,171) | (8,409) |
Payment of capital lease obligations | (1,789) | (1,050) | (1,349) |
Purchases of treasury stock | (26) | (35,065) | (5,631) |
Capitalized financing costs | (396) | (1,499) | |
Net cash provided by (used in) financing activities | 14,114 | (46,170) | (17,591) |
Effect of exchange rate changes on cash and cash equivalents | 158 | (1,046) | (854) |
Net (decrease) increase in cash | (11,175) | 4,929 | (2,222) |
Cash and cash equivalents – beginning of period | 12,930 | 8,001 | 10,223 |
Cash and cash equivalents – end of period | 1,755 | 12,930 | 8,001 |
Supplemental cash flow information: | |||
Cash paid for interest | 7,802 | 7,649 | 7,379 |
Cash paid for income taxes | 20,896 | $ 21,541 | 20,833 |
Acquisition of businesses: | |||
Fair value of assets acquired, net of cash | 1,270 | ||
Payment of acquisition obligations | 1,378 | ||
Net cash paid for acquisition of businesses | $ 2,648 | ||
Non-cash investing and financing activities | |||
Non-cash capital expenditures pursuant to promissory note. | $ 3,700 |
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, 2013 | $ 105,565 | $ 30,746 | $ 1,074 | $ (9,322) | $ 80,952 | $ 2,115 |
Net income | 45,370 | 45,370 | ||||
Comprehensive income (loss) | (1,219) | (1,219) | ||||
Dividends paid | (8,409) | (8,409) | ||||
Issuance of common stock | 20 | (20) | ||||
Stock based compensation | 1,485 | 91 | 1,394 | |||
Purchases of treasury stock | (5,631) | (5,631) | ||||
Balances at Dec. 31, 2014 | 137,161 | 30,857 | 2,448 | (14,953) | 117,913 | 896 |
Net income | 40,001 | 40,001 | ||||
Comprehensive income (loss) | (3,339) | (3,339) | ||||
Dividends paid | (8,171) | (8,171) | ||||
Stock based compensation | 494 | 28 | 466 | |||
Purchases of treasury stock | (35,065) | (35,065) | ||||
Balances at Dec. 31, 2015 | 131,081 | 30,885 | 2,914 | (50,018) | 149,743 | (2,443) |
Net income | 24,244 | 24,244 | ||||
Comprehensive income (loss) | (184) | (184) | ||||
Dividends paid | (7,954) | (7,954) | ||||
Stock based compensation | 571 | 34 | 537 | |||
Purchases of treasury stock | (26) | (26) | ||||
Balances at Dec. 31, 2016 | $ 147,732 | $ 30,919 | $ 3,451 | $ (50,044) | $ 166,033 | $ (2,627) |
Consolidated Statements of Sha9
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Stockholders Equity [Abstract] | |||
Dividends paid per share | $ 0.28 | $ 0.28 | $ 0.28 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Business Universal Logistics Holdings, Inc. (“Universal” or the “Company”), through its subsidiaries, is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia. Formerly known as Universal Truckload Services, Inc., 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. (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. Certain immaterial reclassifications have been made to the prior financial statements in order for them to conform to the December 31, 2016 presentation. (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. (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. (e) Marketable Securities At December 31, 2016 and 2015, 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 years ended December 31, 2016 and 2015, we received proceeds of $0.9 million and $0.4 million from the sale of marketable securities with a combined cost of $0.5 million and $0.1 million resulting in a realized gain of $0.4 million and $0.3 million, respectively. The Company did not sell any marketable securities during the year ended December 31, 2014. (1) Summary of Significant Accounting Policies—continued (e) Marketable Securities—continued 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): Cost Gross unrealized holding gains Gross unrealized holding (losses) Fair Value At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 At December 31, 2015 Equity Securities $ 10,614 $ 3,958 $ (1,141 ) $ 13,431 Included in equity securities at December 31, 2016 were securities with a book basis of $3.5 million and a cumulative loss position of $0.6 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): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 At December 31, 2015 Equity securities $ 3,099 $ 987 $ 345 $ 154 $ 3,444 $ 1,141 At December 31, 2016, 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, transportation, communication, and pharmaceutical industries. The fair value and unrealized losses are distributed in 27 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, 2016. (1) Summary of Significant Accounting Policies—continued (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. (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): 2016 2015 Raw materials and supplies $ 7,077 $ 7,660 Finished goods 1,540 962 $ 8,617 $ 8,622 (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 $29.2 million, $25.8 million, and $23.1 million for the years ended December 31, 2016, 2015 and 2014, 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. (1) Summary of Significant Accounting Policies—continued ( 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 three to nineteen years. The weighted average amortization period for customer contracts is approximately three 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, 2016 and 2015 are as follows (in thousands): 2016 2015 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 65,060 65,060 Customer contracts 20,600 20,600 Less: accumulated amortization (50,971 ) (43,495 ) Intangible assets, net $ 34,689 $ 42,165 Total Identifiable Intangible Assets $ 37,189 $ 44,665 Estimated amortization expense by year is as follows (in thousands): 2017 $ 5,995 2018 2,517 2019 2,265 2020 1,970 2021 1,959 Thereafter 19,983 Total $ 34,689 The amounts recorded for amortization expense were $7.5 million, $9.2 million, and $9.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. (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 350 “ Intangibles – Goodwill and Other (1) Summary of Significant Accounting Policies—continued (j) Goodwill—continued At both December 31, 2016 and 2015, the carrying amount of goodwill was $74.5 million, of which $18.2 million was recorded in our transportation segment and $56.3 million in our logistics 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 remeasured to fair value at each reporting date until the contingency is resolved. (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 7 “Fair Value Measurement and Disclosures” for further information. (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. (1) Summary of Significant Accounting Policies—continued (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 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 $50.9 million, $75.7 million and $119.7 million for the years ended December 31, 2016, 2015 and 2014, 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. (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. (1) Summary of Significant Accounting Policies—continued ( q ) Insurance & Claims—continued 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 13 “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. During 2016, we adopted Accounting Standards Update 2015-17 – Balance Sheet Classification of Deferred Taxes We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2012. 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 2011 and 2010, 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. (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) 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. (1) Summary of Significant Accounting Policies—continued (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, 2016, 2015 and 2014, aggregate sales in the automotive industry totaled 42.5%, 37.3% and 36.5% of revenue, respectively. In 2016, 2015 and 2014, General Motors accounted for approximately 17.9%, 11.4% and 9.7% of our total operating revenues, respectively. In 2016, sales to our top 10 customers, including General Motors, totaled 40.9%. (w) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive 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. In July 2015, the FASB approved deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also approved permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We do not plan to adopt the standard early and have not yet determined which transition method will be used. We are currently evaluating the effects of this standard. We have performed an initial assessment by reviewing our current revenue recognition practices to those required by the new standard. The adoption of ASU 2014-09 is not expected to have a material impact on the Company’s financial statements. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest. On January 1, 2016, the Company adopted this ASU on a retrospective basis. Adoption resulted in a reclassification in the Company’s current prepaid expenses and other, and noncurrent other assets in its consolidated balance sheet as of December 31, 2015 of $0.3 million and $1.2 million, respectively. The corresponding decreases were in the net presentation of the Company’s debt liability to the current portions of long-term debt and noncurrent long-term debt, respectively. See Note 4, Debt, for further information. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which is intended to simplify the presentation of deferred income taxes. During 2016, the Company adopted this ASU. Deferred tax assets in the prior period presented have been reclassified to conform to the current year presentation. See Note 9, Income Taxes, for further information. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Among other things, the ASU requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The amendments are to be applied by means of a cumulative-effect adjustment to the balance sheet and are effective for interim and annual periods beginning after December 15, 2017. With certain exceptions, early adoption is not permitted. We are currently evaluating the effects ASU 2016-01 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $4.8 million in gross unrealized holdings gains and $0.6 million in gross unrealized holdings losses in Note 1(e), Marketable Securities. (1) Summary of Significant Accounting Policies—continued (w) Recent Accounting Pronouncements - continued In February 2016, the FASB issued ASU 2016-02, Leases. The objective of the new standard is to establish principles for lessees and lessors to report information about the amount, timing, and uncertainty of cash flows arising from a lease. The ASU will require a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $72.1 million in operating lease obligations in Note 10, Leases. We will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. Upon adoption, we would expect the amount recognized for the right-of-use assets and lease liabilities to be material. We do not plan to early adopt the new standard. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, and impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. We have not yet selected a transition date nor have we determined the effect of the standard on our ongoing financial reporting. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | (2) Business Combinations In September 2014, we acquired certain assets of Bull’s-Eye Express, Inc. and its affiliates (collectively, “Bull’s-Eye”), based in Albany, Missouri for $1.6 million. Bull’s-Eye is a regional provider of industrial equipment transportation and freight consolidation services and is strategically positioned to service customers in the Midwest. As of December 31, 2014, $1.3 million of the purchase price was paid in cash and the remaining $0.3 million consisted of partial forgiveness of a debt due to us. Following the acquisition, Bull’s-Eye operates as part of Universal Truckload, Inc. The pro forma effect of this acquisition has been omitted, as the effect is immaterial to the Company’s results of operations, financial position and cash flows. The allocation of the purchase price was as follows (in thousands): Intangible assets $ 1,007 Property and equipment 400 Goodwill (tax deductible) 163 $ 1,570 The intangible assets, which represent Bull’s-Eye’s customer relationships, are being amortized over a period of seven years. The operating results of Bull’s-Eye have been included in the Consolidated Statements of Income since its acquisition date; however, such operating results have not been separately disclosed as it is deemed immaterial. Goodwill represents the excess of the purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired by Universal, and the expected synergies to be achieved through the integration of Bull’s-Eye into Universal. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | (3) Accounts Receivable Accounts receivable amounts appearing in the 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 $16.4 million and $11.8 million at December 31, 2016 and 2015, respectively. Accounts receivable are presented net of an allowance for doubtful accounts. Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands): 2016 2015 2014 Balance at beginning of year $ 5,173 $ 5,207 $ 2,688 Provision for doubtful accounts 3,099 3,004 3,504 Uncollectible accounts written off (6,659 ) (3,038 ) (985 ) Balance at end of year $ 1,613 $ 5,173 $ 5,207 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (4) Property and Equipment Property and equipment at December 31 consists of the following (in thousands): 2016 2015 Transportation equipment $ 214,046 $ 185,351 Land, buildings and related assets 96,549 73,096 Other operating assets 77,252 66,290 Information technology equipment 19,520 18,660 Construction in process 20,204 5,607 427,571 349,004 Less accumulated depreciation (181,294 ) (171,815 ) Total $ 246,277 $ 177,189 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | (5) Accrued Expenses and Other Current Liabilities Accrued expenses consist of the following items at December 31 (in thousands): 2016 2015 Payroll related items $ 8,379 $ 6,833 Driver escrow liabilities 7,601 4,486 Commissions, taxes and other 3,685 7,670 Total $ 19,665 $ 18,989 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | (6) Debt Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2016 2016 2015 Outstanding Debt: ABL Facility (1) 2.27% to 4.25% $ 71,600 $ 59,569 Westport Facility (2) Term Loan 3.26% 34,000 40,000 Revolver 2.76% 3,000 11,766 Equipment Financing (3) 3.18% to 4.11% 104,607 83,578 Real Estate Financing (4) 3.00% 49,643 — Margin Facility (5) 1.86% — — Unsecured Loan NA — 40,000 Unamortized debt issuance costs (1,583 ) (1,499 ) 261,267 233,414 Less current portion of long-term debt 34,455 61,224 Total long-term debt, net of current portion $ 226,812 $ 172,190 (1) The ABL Facility provides for maximum borrowings of $120 million at a variable rate of interest based on LIBOR or a base rate, and matures on December 23, 2020. The facility, which is secured by cash, deposits and accounts receivable of the borrowing subsidiaries, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ratio to be maintained after a triggering event. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. At December 31, 2016, we were in compliance with all covenants under the Facility, and $22.9 million was available for borrowing. (2) The Westport Facility provides our subsidiary, Westport Axle Corporation, with maximum borrowings of $60 million in the form of a $40 million term loan and a $20 million revolver. Borrowings under the Westport Facility, which matures on December 23, 2020, accrue interest at a variable interest rate based on LIBOR or a base rate, and are secured by all of Westport’s assets. The Company becomes a guarantor upon the occurrence of certain events specified in the Westport Facility. Borrowings are repaid in part quarterly with the balance due at maturity. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. The Westport Facility includes customary affirmative and negative covenants and events of default. At December 31, 2016, we were in compliance with all covenants, and $7.4 million was available for borrowing. (3) The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.11%. At December 31, 2016, we were in compliance with all covenants. (4) The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain purchases of real property and refinance a portion of existing indebtedness pursuant to a $40 million unsecured loan. The promissory notes require monthly payments of principal and accrued interest until their maturity on June 30, 2026. The notes are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements included in a collateral pool specified in the security documents. The Real Estate Financing includes an additional promissory note that is secured by other real property and improvements and matures on September 5, 2026. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2016, we were in compliance with all covenants. (5) The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. We did not have any amounts outstanding under our line of credit at December 31, 2016 or 2015, and the maximum available borrowings under the line of credit were $7.0 million and $7.4 million, respectively. (6) Debt—continued The following table reflects the maturities of our principal repayment obligations as of December 31, 2016 (in thousands): Years Ending December 31 ABL Facility Westport Facility - Term Loan Westport Facility - Revolver Equipment Financing Real Estate Financing Total 2017 $ — $ 6,000 $ — $ 23,525 $ 5,176 $ 34,701 2018 — 6,000 — 24,440 5,176 35,616 2019 — 6,000 — 25,312 5,176 36,488 2020 71,600 16,000 3,000 26,217 5,176 121,993 2021 — — — 5,025 5,175 10,200 Thereafter — — — 88 23,764 23,852 Total $ 71,600 $ 34,000 $ 3,000 $ 104,607 $ 49,643 $ 262,850 The Company is also party to three interest rate swap agreements that qualify for hedge accounting. The swap agreements were executed to fix a portion of the interest rates on its variable rate debt that have a combined notional amount of $27.7 million at December 31, 2016. Under two of the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25%, and pays a fixed rate. The March 2016 swap (swap A) became effective October 2016, has a rate of 4.16% (amortizing notional amount of $10.0 million) and expires July 2026, and an additional March 2016 swap (swap B) became effective October 2016, has a rate of 3.83% (amortizing notional amount of $5.7 million) and expires May 2022. The third interest rate swap agreement (swap C) has a notional amount of $12.0 million and expires February 2018. Under swap C, the Company receives interest at the one-month LIBOR rate, and pays a fixed rate of 0.78%. At December 31, 2016, the fair value of the three swap agreements was an asset of $0.2 million. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 7 for additional information pertaining to interest rate swaps. |
Fair Value Measurement and Disc
Fair Value Measurement and Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Disclosures | (7) Fair Value Measurement and Disclosures ASC Topic 820, “ Fair Value Measurements and Disclosures 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. (7) Fair Value Measurement and Disclosures—continued 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, 2016 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 4 $ — $ — $ 4 Marketable securities 14,359 — — 14,359 Interest rate swaps — 161 — 161 Total Assets $ 14,363 $ 161 $ — $ 14,524 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 96 $ — $ — $ 96 Marketable securities 13,431 — — 13,431 Total Assets $ 13,527 $ — $ — $ 13,527 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 swaps, as provided by a third party service provider, 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 to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our revolving credit and term loan agreements and our real estate promissory notes all consists 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, 2016 is summarized as follows: 2016 Carrying Value Estimated Fair Value Equipment promissory notes $ 104,607 $ 104,433 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, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | (8) Transactions with Affiliates CenTra, Inc., an affiliate of the Company, provides administrative support services to Universal in the ordinary course of business, including legal, human resources, tax, and IT infrastructure and related services. The cost of these services is based on the actual or estimated utilization of the specific service. Universal also purchases other services from 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): 2016 2015 2014 Administrative support services $ 2,638 $ 3,234 $ 2,459 Truck fuel, tolls and maintenance 2,656 2,523 1,320 Real estate rent and related costs 17,174 13,174 10,472 Insurance and employee benefit plans 44,548 46,173 36,073 Contracted transportation services 233 969 930 Total $ 67,249 $ 66,073 $ 51,254 We pay CenTra 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. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra. A significant number of our operating locations are located in facilities leased from affiliates. At 36 facilities, occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties provided by an affiliate that owns a substantial commercial property portfolio affords us significant operating flexibility. However, we are not limited to such arrangements. See Note 10, “Leases” for further information regarding the cost of leased properties. We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders. Our employee health care benefits and 401(k) programs are also provided by this 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, 2016 and 2015, amounts due to affiliates were $4.6 million and $3.4 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At December 31, 2016 and 2015, there were $8.7 million and $11.5 million, respectively, included in each of these accounts for insured claims. We contracted with an affiliate to provide real property improvements to us totaling $1.0 million during 2016. We also purchased from an affiliate $2.3 million of wheels and tires for new trailering equipment and an additional $0.2 million in revenue equipment components during the same period. During 2015, we purchased used snow removal equipment from an affiliate for $18,000. We periodically use the law firm of Sullivan Hincks & Conway to provide legal services. Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway. Not included in the table above are amounts paid for legal services during 2015 and 2014 were $1,500 and $92,000, respectively. No amounts were paid for legal services during 2016. Effective August 4, 2016, we exercised our right of first refusal to acquire 1,600 shares of restricted stock from our former CFO, David A. Crittenden, for $23,856 based on the closing market price on the effective date of the transaction. On August 8, 2016, we purchased from a subsidiary of CenTra, Crown Enterprises, Inc., for a multi-building, cross-dock logistics terminal located in Romulus, Michigan. The purchase price, which was established by an independent third party appraisal, was $22.5 million payable pursuant to a promissory note issued to Crown. At December 31, 2016, the promissory note was fully repaid. (8) Transactions with Affiliates—continued 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. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to CenTra and affiliates for the years ended December 31 (in thousands): 2016 2015 2014 Purchased transportation and equipment rent $ 1,090 $ 400 $ 308 Fueling, maintenance and other support services — — 158 Total $ 1,090 $ 400 $ 466 At December 31, 2016 and 2015, amounts due from affiliates were $2.5 million and $1.9 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (9) Income Taxes A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operations U.S. Domestic $ 40,172 $ 62,781 $ 70,079 Foreign (767 ) 2,224 3,020 Total pre-tax income $ 39,405 $ 65,005 $ 73,099 The provision for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2016 2015 2014 Current: U.S. Federal $ 7,432 $ 19,544 $ 20,822 State 748 4,469 4,838 Foreign 284 449 590 8,464 24,462 26,250 Deferred: U.S. Federal 6,521 1,183 489 State 140 (730 ) 891 Foreign 36 89 99 6,697 542 1,479 Total $ 15,161 $ 25,004 $ 27,729 During 2016, the Company adopted Accounting Standards Update 2015-17 – Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which requires an entity to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. As a result of the adoption, the Company reclassified $6.3 million of current deferred tax assets to noncurrent deferred income tax liabilities, and additional $0.1 million of current deferred tax assets to noncurrent deferred assets to conform to the current year presentation. (9) Income Taxes—continued Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2016 2015 Domestic deferred tax assets: Allowance for doubtful accounts $ 633 $ 1,809 Other assets 2,792 4,434 Accrued expenses 5,384 4,868 Total domestic deferred tax assets $ 8,809 $ 11,111 Domestic deferred tax liabilities: Prepaid expenses $ 144 $ 383 Marketable securities 1,613 1,060 Intangible assets 13,341 15,987 Property and equipment 41,530 34,177 Total domestic deferred tax liabilities $ 56,628 $ 51,607 Net domestic deferred tax liabilities $ 47,819 $ 40,496 Foreign deferred tax asset Other assets $ 571 $ 489 Valuation allowance - foreign (407 ) (406 ) Total foreign deferred tax asset $ 164 $ 83 Net deferred tax liability $ 47,655 $ 40,413 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. Based on the anticipated earnings projections of the foreign subsidiaries, management has recorded a full valuation allowance for the deferred tax assets associated with a German subsidiary. We have not provided for U.S. income taxes on foreign subsidiaries undistributed earnings since they are expected to be reinvested indefinitely outside the U.S. It is not possible to predict the amount of U.S. income taxes that might be payable if these earnings are eventually repatriated. As of December 31, 2016, the undistributed earnings of foreign subsidiaries were approximately $8.7 million. Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2016 2015 2014 Federal statutory rate 35 % 35 % 35 % Non-deductible (benefit) expense 0 % 0 % -2 % State, net of federal benefit 2 % 4 % 5 % Foreign 1 % -1 % 0 % Effective tax rate 38 % 38 % 38 % (9) Income Taxes—continued As of December 31, 2016, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.4 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, 2016, 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, 2016, the amount of accrued interest and penalties was $0.1 million and $0.1 million, respectively. The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2016 2015 2014 Unrecognized tax benefit – beginning of year $ 333 $ 414 $ 652 Increases related to prior year tax positions 24 42 4 Increases related to current year tax positions 95 6 13 Decreases related to prior year tax positions (36 ) (129 ) (255 ) Unrecognized tax benefit – end of year $ 416 $ 333 $ 414 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | (10) Leases We lease office space, warehouses, freight distribution centers, terminal yards and equipment under non-cancelable capital and operating lease arrangements. Except where we deliver services within facilities provided by our customers, we lease warehouse and freight distribution centers used in our logistics operations, often in connection with a specific customer program. Where facilities are substantially dedicated to a single customer and our lease is with an independent property owner, we attempt to align lease terms with the expected duration of the underlying customer program. In most cases, we expect our facility leases will be renewed or replaced by other leases in the ordinary course of business. Where possible, we contractually secure the recovery of certain occupancy costs, including rent, during the term of a customer program. Future minimum rental payments pursuant to leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2016 are as follows (in thousands): Operating Leases Years Ending December 31 Capital Leases With Affiliates With Third Parties Total 2017 $ 106 $ 12,831 $ 9,154 $ 22,091 2018 95 9,032 5,143 14,270 2019 — 7,513 2,876 10,389 2020 — 5,520 2,162 7,682 2021 — 4,898 400 5,298 Thereafter — 12,582 — 12,582 Total required payments 201 $ 52,376 $ 19,735 $ 72,312 Less amounts representing interest (3.8% to 4.0%) 9 Present value of minimum lease payments 192 Less current maturities 100 $ 92 At December 31, 2016 and 2015, assets under capital leases, consisting primarily of vehicles, machinery and equipment, had a cost of approximately $0.5 million and $5.4 million, respectively, and accumulated amortization of $0.3 million and $1.5 million, respectively. Included in depreciation and amortization expense in the accompanying Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 is amortization expense associated with the capital leases of $0.1 million, $0.9 million and $0.8 million, respectively. (10) Leases—continued Rental expense for facilities, vehicles and other equipment leased from third parties under operating leases approximated $20.2 million, $19.2 million and $21.9 million for the years ended December 31, 2016, 2015 and 2014. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Comprehensive Income | (11) Comprehensive Income Comprehensive income includes the following for the years ended December 31 (in thousands): 2016 2015 2014 Unrealized holding (losses) gains on available-for-sale securities arising during the period: Gross amount $ 1,787 $ (1,597 ) $ 620 Income tax (expense) benefit (645 ) 582 (208 ) Net of tax amount $ 1,142 $ (1,015 ) $ 412 Realized (gains) on available-for-sale securities reclassified into income: Realized gains on sales of available-for-sale securities $ (412 ) $ (347 ) $ — Other-than-temporary impairment losses — 230 — Total before tax (412 ) (117 ) — Income tax expense 148 45 — Net of tax amount $ (264 ) $ (72 ) $ — Unrealized holding gains on interest rate swaps arising during the period: Gross amount $ 161 $ — $ — Income tax expense (62 ) — — Net of tax amount $ 99 $ — $ — Foreign currency translation adjustments $ (1,161 ) $ (2,252 ) $ (1,631 ) The unrealized holding gains and losses on available-for-sale investments represent mark-to-market adjustments net of related income taxes. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | (12) Retirement Plans We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal shareholders and include different matching provisions depending on which subsidiary or affiliate is involved. In the plans available to certain employees not subject to collective bargaining agreements, we matched contributions up to $600 annually for each employee who is not considered highly compensated through December 31, 2008, after which some matching contributions were suspended as a response to market conditions at certain subsidiaries. Three other 401(k) plans are provided to employees of specific operations and offer matching contributions that range from zero to $2,080 per participant annually. The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $0.5 million, $0.2 million and $0.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. In connection with a collective bargaining agreement that covered 12 Canadian employees at December 31, 2016, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2016 and 2015, the required contributions totaled approximately $31,000 and $38,000, respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | (13) Stock Based Compensation On April 23, 2014, our Board of Directors adopted the 2014 Amended and Restated Stock Incentive Plan, or the Plan. The Plan was approved by our shareholders at the 2014 Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Stock Incentive Plan. The grants may be made in the form of stock options, restricted stock bonuses, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or unrestricted common stock. Restricted stock awards currently outstanding under the 2004 Stock Incentive Plan will remain outstanding in accordance with the terms of that plan. On February 24, 2016, April 29, 2015 and March 5, 2015, the Company granted 10,000, 20,000 and 10,000 shares, respectively, of restricted stock to its Chief Executive Officer. The restricted stock grants have fair values of $15.55 per share, $22.03 per share, and $25.18 per share, respectively, based on the closing price of the Company’s stock on each grant date. The shares vested 25% immediately on the grant dates, and an additional 25% will vest in three equal installments with the final vesting on March 5, 2019, subject to continued employment with the company. On December 23, 2015, the Company granted 50,000 shares of restricted stock to certain of its employees, including 5,000 shares to its Chief Financial Officer. The restricted stock grants have a grant date fair value of $14.93 per share, based on the closing price of the Company’s stock, of which 25% vested immediately, and an additional 25% will vest in three equal increments on each December 20 in 2016, 2017 and 2018. On December 20, 2012, the Company granted 178,137 shares of restricted stock to certain of its employees. The restricted stock grants had a grant date fair value of $16.42 per share, based on the closing price of the Company’s stock, of which 25% vested immediately and an additional 20% vested on each anniversary of the grant through December 20, 2016. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. A summary of the status of our non-vested shares as of December 31, 2016, and changes during the year ended December 31, 2016, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2016 68,225 $ 17.80 Granted 10,000 $ 15.55 Vested (33,225 ) $ 17.19 Forfeited — $ — Balance at December 31, 2016 45,000 $ 17.75 During the years ended December 31, 2016, 2015 and 2014, the total grant date fair value of vested shares recognized as compensation cost was $0.6 million, $0.5 million and $1.5 million, respectively. As of December 31, 2016, there was $0.8 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize stock-based compensation costs of $0.4 million, $0.3 million, and $0.1 million during 2017, 2018 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. We are involved in certain 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 the Company’s 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. At December 31, 2016, approximately 31% of our employees in the United States, Canada and Colombia, and 94% of our employees in Mexico are subject to collective bargaining agreements that are renegotiated periodically, 18% of which are subject to contracts that expire in 2017. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (15) 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, 2016, 2015 and 2014, there were zero, 2,273 and 31,230 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the years ended December 31, 2016 and 2015, 45,000 and 30,725 shares of non-vested restricted stock, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No shares were excluded from the calculation of diluted earnings per share for the year ended December 31, 2014. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | (16) Quarterly Financial Data (unaudited) 2016 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 260,394 $ 276,813 $ 271,493 $ 264,051 Operating income 13,930 16,774 10,027 5,849 Income before income taxes 12,105 14,771 8,119 4,410 Provision for income taxes 4,628 5,724 3,122 1,687 Net income $ 7,477 $ 9,047 $ 4,997 $ 2,723 Earnings per common share: Basic $ 0.26 $ 0.32 $ 0.18 $ 0.10 Diluted $ 0.26 $ 0.32 $ 0.18 $ 0.10 Weighted average number of common shares outstanding: Basic 28,402 28,414 28,413 28,415 Diluted 28,402 28,414 28,413 28,415 2015 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 263,561 $ 295,007 $ 284,214 $ 285,991 Operating income 15,067 22,920 16,944 18,464 Income before income taxes 13,332 21,584 15,001 15,088 Provision for income taxes 5,168 8,300 5,754 5,782 Net income $ 8,164 $ 13,284 $ 9,247 $ 9,306 Earnings per common share: Basic $ 0.27 $ 0.44 $ 0.32 $ 0.33 Diluted $ 0.27 $ 0.44 $ 0.32 $ 0.33 Weighted average number of common shares outstanding: Basic 29,992 29,979 28,661 28,380 Diluted 29,998 29,980 28,661 28,382 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | (17) Segment Reporting 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. (17) Segment Reporting—continued The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2016, 2015 and 2014 (in thousands): 2016 Transportation Logistics Other Total Operating revenues $ 656,496 $ 414,948 $ 1,307 $ 1,072,751 Eliminated inter-segment revenues 1,896 7,482 — 9,378 Depreciation and amortization 13,459 23,064 179 36,702 Income from operations 22,399 27,653 (3,472 ) 46,580 Capital expenditures 9,464 91,045 500 101,009 Total assets 252,164 292,227 26,066 570,457 2015 Transportation Logistics Other Total Operating revenues $ 721,437 $ 406,822 $ 514 $ 1,128,773 Eliminated inter-segment revenues 3,659 6,170 — 9,829 Depreciation and amortization 11,153 23,565 155 34,873 Income from operations 28,683 43,848 864 73,395 Capital expenditures 2,034 23,797 426 26,257 Total assets 219,759 253,429 29,967 503,155 2014 Transportation Logistics Other Total Operating revenues $ 778,603 $ 412,507 $ 411 $ 1,191,521 Eliminated inter-segment revenues 5,160 7,473 — 12,633 Depreciation and amortization 11,256 21,507 290 33,053 Income from operations 34,931 50,892 (4,988 ) 80,835 Capital expenditures 16,444 42,413 927 59,784 Total assets 246,190 247,155 35,669 529,014 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 for selected services as provided to the chief operating decision maker are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Transportation services $ 629,192 $ 696,134 $ 769,308 Value-added services 302,225 285,258 284,496 Intermodal services 141,334 147,381 137,717 Total $ 1,072,751 $ 1,128,773 $ 1,191,521 Revenues attributed to geographic areas are as follows (in thousands). Year Ended December 31, 2016 2015 2014 United States $ 1,038,963 $ 1,090,683 $ 1,156,875 Mexico 20,046 27,676 24,860 Canada 12,157 8,577 9,786 Colombia 1,585 1,837 — Total $ 1,072,751 $ 1,128,773 $ 1,191,521 (17) Segment Reporting—continued Net long-lived property and equipment assets are presented in the table below (in thousands): Year Ended December 31, 2016 2015 United States $ 233,644 $ 173,009 Mexico 12,188 3,674 Canada 431 500 Colombia 14 6 Total $ 246,277 $ 177,189 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (18) Subsequent Events On February 23, 2017, our Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock, which is payable to shareholders of record at the close of business on March 6, 2017 and is expected to be paid on March 16, 2017. 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 Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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. Certain immaterial reclassifications have been made to the prior financial statements in order for them to conform to the December 31, 2016 presentation. |
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. |
Marketable Securities | (e) Marketable Securities At December 31, 2016 and 2015, 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 years ended December 31, 2016 and 2015, we received proceeds of $0.9 million and $0.4 million from the sale of marketable securities with a combined cost of $0.5 million and $0.1 million resulting in a realized gain of $0.4 million and $0.3 million, respectively. The Company did not sell any marketable securities during the year ended December 31, 2014. (1) Summary of Significant Accounting Policies—continued (e) Marketable Securities—continued 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): Cost Gross unrealized holding gains Gross unrealized holding (losses) Fair Value At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 At December 31, 2015 Equity Securities $ 10,614 $ 3,958 $ (1,141 ) $ 13,431 Included in equity securities at December 31, 2016 were securities with a book basis of $3.5 million and a cumulative loss position of $0.6 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): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 At December 31, 2015 Equity securities $ 3,099 $ 987 $ 345 $ 154 $ 3,444 $ 1,141 At December 31, 2016, 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, transportation, communication, and pharmaceutical industries. The fair value and unrealized losses are distributed in 27 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, 2016. |
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): 2016 2015 Raw materials and supplies $ 7,077 $ 7,660 Finished goods 1,540 962 $ 8,617 $ 8,622 |
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 $29.2 million, $25.8 million, and $23.1 million for the years ended December 31, 2016, 2015 and 2014, 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 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 three to nineteen years. The weighted average amortization period for customer contracts is approximately three 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, 2016 and 2015 are as follows (in thousands): 2016 2015 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 65,060 65,060 Customer contracts 20,600 20,600 Less: accumulated amortization (50,971 ) (43,495 ) Intangible assets, net $ 34,689 $ 42,165 Total Identifiable Intangible Assets $ 37,189 $ 44,665 Estimated amortization expense by year is as follows (in thousands): 2017 $ 5,995 2018 2,517 2019 2,265 2020 1,970 2021 1,959 Thereafter 19,983 Total $ 34,689 The amounts recorded for amortization expense were $7.5 million, $9.2 million, and $9.9 million for the years ended December 31, 2016, 2015 and 2014, 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 350 “ Intangibles – Goodwill and Other (1) Summary of Significant Accounting Policies—continued (j) Goodwill—continued At both December 31, 2016 and 2015, the carrying amount of goodwill was $74.5 million, of which $18.2 million was recorded in our transportation segment and $56.3 million in our logistics 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 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 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 7 “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 | (1) Summary of Significant Accounting Policies—continued (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 $50.9 million, $75.7 million and $119.7 million for the years ended December 31, 2016, 2015 and 2014, 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. (1) Summary of Significant Accounting Policies—continued ( q ) Insurance & Claims—continued 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 13 “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. During 2016, we adopted Accounting Standards Update 2015-17 – Balance Sheet Classification of Deferred Taxes We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2012. 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 2011 and 2010, 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. |
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. |
Concentrations of Credit Risk | (1) Summary of Significant Accounting Policies—continued (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, 2016, 2015 and 2014, aggregate sales in the automotive industry totaled 42.5%, 37.3% and 36.5% of revenue, respectively. In 2016, 2015 and 2014, General Motors accounted for approximately 17.9%, 11.4% and 9.7% of our total operating revenues, respectively. In 2016, sales to our top 10 customers, including General Motors, totaled 40.9%. |
Recent Accounting Pronouncements | (w) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive 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. In July 2015, the FASB approved deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also approved permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We do not plan to adopt the standard early and have not yet determined which transition method will be used. We are currently evaluating the effects of this standard. We have performed an initial assessment by reviewing our current revenue recognition practices to those required by the new standard. The adoption of ASU 2014-09 is not expected to have a material impact on the Company’s financial statements. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest. On January 1, 2016, the Company adopted this ASU on a retrospective basis. Adoption resulted in a reclassification in the Company’s current prepaid expenses and other, and noncurrent other assets in its consolidated balance sheet as of December 31, 2015 of $0.3 million and $1.2 million, respectively. The corresponding decreases were in the net presentation of the Company’s debt liability to the current portions of long-term debt and noncurrent long-term debt, respectively. See Note 4, Debt, for further information. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which is intended to simplify the presentation of deferred income taxes. During 2016, the Company adopted this ASU. Deferred tax assets in the prior period presented have been reclassified to conform to the current year presentation. See Note 9, Income Taxes, for further information. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Among other things, the ASU requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The amendments are to be applied by means of a cumulative-effect adjustment to the balance sheet and are effective for interim and annual periods beginning after December 15, 2017. With certain exceptions, early adoption is not permitted. We are currently evaluating the effects ASU 2016-01 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $4.8 million in gross unrealized holdings gains and $0.6 million in gross unrealized holdings losses in Note 1(e), Marketable Securities. (1) Summary of Significant Accounting Policies—continued (w) Recent Accounting Pronouncements - continued In February 2016, the FASB issued ASU 2016-02, Leases. The objective of the new standard is to establish principles for lessees and lessors to report information about the amount, timing, and uncertainty of cash flows arising from a lease. The ASU will require a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendment is permitted. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements and related disclosures. We currently disclose approximately $72.1 million in operating lease obligations in Note 10, Leases. We will evaluate those contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. Upon adoption, we would expect the amount recognized for the right-of-use assets and lease liabilities to be material. We do not plan to early adopt the new standard. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, and impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. We have not yet selected a transition date nor have we determined the effect of the standard on our ongoing financial reporting. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Cost, Gross Unrealized Holding Gains Losses, and Fair Value of Available-for-Sale Securities | 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): Cost Gross unrealized holding gains Gross unrealized holding (losses) Fair Value At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 At December 31, 2015 Equity Securities $ 10,614 $ 3,958 $ (1,141 ) $ 13,431 |
Schedule of Gross Unrealized Holding Losses and Fair Value of Marketable Securities | 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): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 At December 31, 2015 Equity securities $ 3,099 $ 987 $ 345 $ 154 $ 3,444 $ 1,141 |
Schedule of Inventories | At December 31, inventory consists of the following (in thousands): 2016 2015 Raw materials and supplies $ 7,077 $ 7,660 Finished goods 1,540 962 $ 8,617 $ 8,622 |
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, 2016 and 2015 are as follows (in thousands): 2016 2015 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 65,060 65,060 Customer contracts 20,600 20,600 Less: accumulated amortization (50,971 ) (43,495 ) Intangible assets, net $ 34,689 $ 42,165 Total Identifiable Intangible Assets $ 37,189 $ 44,665 |
Estimated Amortization Expense by Year | Estimated amortization expense by year is as follows (in thousands): 2017 $ 5,995 2018 2,517 2019 2,265 2020 1,970 2021 1,959 Thereafter 19,983 Total $ 34,689 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Bull's-Eye Express, Inc. [Member] | |
Schedule of Allocation of Purchase Price | The pro forma effect of this acquisition has been omitted, as the effect is immaterial to the Company’s results of operations, financial position and cash flows. The allocation of the purchase price was as follows (in thousands): Intangible assets $ 1,007 Property and equipment 400 Goodwill (tax deductible) 163 $ 1,570 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands): 2016 2015 2014 Balance at beginning of year $ 5,173 $ 5,207 $ 2,688 Provision for doubtful accounts 3,099 3,004 3,504 Uncollectible accounts written off (6,659 ) (3,038 ) (985 ) Balance at end of year $ 1,613 $ 5,173 $ 5,207 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 consists of the following (in thousands): 2016 2015 Transportation equipment $ 214,046 $ 185,351 Land, buildings and related assets 96,549 73,096 Other operating assets 77,252 66,290 Information technology equipment 19,520 18,660 Construction in process 20,204 5,607 427,571 349,004 Less accumulated depreciation (181,294 ) (171,815 ) Total $ 246,277 $ 177,189 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following items at December 31 (in thousands): 2016 2015 Payroll related items $ 8,379 $ 6,833 Driver escrow liabilities 7,601 4,486 Commissions, taxes and other 3,685 7,670 Total $ 19,665 $ 18,989 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2016 2016 2015 Outstanding Debt: ABL Facility (1) 2.27% to 4.25% $ 71,600 $ 59,569 Westport Facility (2) Term Loan 3.26% 34,000 40,000 Revolver 2.76% 3,000 11,766 Equipment Financing (3) 3.18% to 4.11% 104,607 83,578 Real Estate Financing (4) 3.00% 49,643 — Margin Facility (5) 1.86% — — Unsecured Loan NA — 40,000 Unamortized debt issuance costs (1,583 ) (1,499 ) 261,267 233,414 Less current portion of long-term debt 34,455 61,224 Total long-term debt, net of current portion $ 226,812 $ 172,190 (1) The ABL Facility provides for maximum borrowings of $120 million at a variable rate of interest based on LIBOR or a base rate, and matures on December 23, 2020. The facility, which is secured by cash, deposits and accounts receivable of the borrowing subsidiaries, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ratio to be maintained after a triggering event. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. At December 31, 2016, we were in compliance with all covenants under the Facility, and $22.9 million was available for borrowing. (2) The Westport Facility provides our subsidiary, Westport Axle Corporation, with maximum borrowings of $60 million in the form of a $40 million term loan and a $20 million revolver. Borrowings under the Westport Facility, which matures on December 23, 2020, accrue interest at a variable interest rate based on LIBOR or a base rate, and are secured by all of Westport’s assets. The Company becomes a guarantor upon the occurrence of certain events specified in the Westport Facility. Borrowings are repaid in part quarterly with the balance due at maturity. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. The Westport Facility includes customary affirmative and negative covenants and events of default. At December 31, 2016, we were in compliance with all covenants, and $7.4 million was available for borrowing. (3) The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.11%. At December 31, 2016, we were in compliance with all covenants. (4) The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain purchases of real property and refinance a portion of existing indebtedness pursuant to a $40 million unsecured loan. The promissory notes require monthly payments of principal and accrued interest until their maturity on June 30, 2026. The notes are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements included in a collateral pool specified in the security documents. The Real Estate Financing includes an additional promissory note that is secured by other real property and improvements and matures on September 5, 2026. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2016, we were in compliance with all covenants. (5) The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. We did not have any amounts outstanding under our line of credit at December 31, 2016 or 2015, and the maximum available borrowings under the line of credit were $7.0 million and $7.4 million, respectively. |
Summary of Maturities of Principal Repayment Obligations | The following table reflects the maturities of our principal repayment obligations as of December 31, 2016 (in thousands): Years Ending December 31 ABL Facility Westport Facility - Term Loan Westport Facility - Revolver Equipment Financing Real Estate Financing Total 2017 $ — $ 6,000 $ — $ 23,525 $ 5,176 $ 34,701 2018 — 6,000 — 24,440 5,176 35,616 2019 — 6,000 — 25,312 5,176 36,488 2020 71,600 16,000 3,000 26,217 5,176 121,993 2021 — — — 5,025 5,175 10,200 Thereafter — — — 88 23,764 23,852 Total $ 71,600 $ 34,000 $ 3,000 $ 104,607 $ 49,643 $ 262,850 |
Fair Value Measurement and Di35
Fair Value Measurement and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets 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, 2016 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 4 $ — $ — $ 4 Marketable securities 14,359 — — 14,359 Interest rate swaps — 161 — 161 Total Assets $ 14,363 $ 161 $ — $ 14,524 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 96 $ — $ — $ 96 Marketable securities 13,431 — — 13,431 Total Assets $ 13,527 $ — $ — $ 13,527 |
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, 2016 is summarized as follows: 2016 Carrying Value Estimated Fair Value Equipment promissory notes $ 104,607 $ 104,433 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 2015 2014 Administrative support services $ 2,638 $ 3,234 $ 2,459 Truck fuel, tolls and maintenance 2,656 2,523 1,320 Real estate rent and related costs 17,174 13,174 10,472 Insurance and employee benefit plans 44,548 46,173 36,073 Contracted transportation services 233 969 930 Total $ 67,249 $ 66,073 $ 51,254 |
Schedule of Services Provided to Affiliates | Following is a schedule of services provided to CenTra and affiliates for the years ended December 31 (in thousands): 2016 2015 2014 Purchased transportation and equipment rent $ 1,090 $ 400 $ 308 Fueling, maintenance and other support services — — 158 Total $ 1,090 $ 400 $ 466 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Related to U.S. and Non-U.S. Operations | A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Operations U.S. Domestic $ 40,172 $ 62,781 $ 70,079 Foreign (767 ) 2,224 3,020 Total pre-tax income $ 39,405 $ 65,005 $ 73,099 |
Provision for Income Taxes Attributable to Income from Continuing Operations | The provision for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2016 2015 2014 Current: U.S. Federal $ 7,432 $ 19,544 $ 20,822 State 748 4,469 4,838 Foreign 284 449 590 8,464 24,462 26,250 Deferred: U.S. Federal 6,521 1,183 489 State 140 (730 ) 891 Foreign 36 89 99 6,697 542 1,479 Total $ 15,161 $ 25,004 $ 27,729 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2016 2015 Domestic deferred tax assets: Allowance for doubtful accounts $ 633 $ 1,809 Other assets 2,792 4,434 Accrued expenses 5,384 4,868 Total domestic deferred tax assets $ 8,809 $ 11,111 Domestic deferred tax liabilities: Prepaid expenses $ 144 $ 383 Marketable securities 1,613 1,060 Intangible assets 13,341 15,987 Property and equipment 41,530 34,177 Total domestic deferred tax liabilities $ 56,628 $ 51,607 Net domestic deferred tax liabilities $ 47,819 $ 40,496 Foreign deferred tax asset Other assets $ 571 $ 489 Valuation allowance - foreign (407 ) (406 ) Total foreign deferred tax asset $ 164 $ 83 Net deferred tax liability $ 47,655 $ 40,413 |
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: 2016 2015 2014 Federal statutory rate 35 % 35 % 35 % Non-deductible (benefit) expense 0 % 0 % -2 % State, net of federal benefit 2 % 4 % 5 % Foreign 1 % -1 % 0 % Effective tax rate 38 % 38 % 38 % |
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): 2016 2015 2014 Unrecognized tax benefit – beginning of year $ 333 $ 414 $ 652 Increases related to prior year tax positions 24 42 4 Increases related to current year tax positions 95 6 13 Decreases related to prior year tax positions (36 ) (129 ) (255 ) Unrecognized tax benefit – end of year $ 416 $ 333 $ 414 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule Of Future Minimum Rental Payments For Capital Leases And Operating Leases Table Text Block | Future minimum rental payments pursuant to leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2016 are as follows (in thousands): Operating Leases Years Ending December 31 Capital Leases With Affiliates With Third Parties Total 2017 $ 106 $ 12,831 $ 9,154 $ 22,091 2018 95 9,032 5,143 14,270 2019 — 7,513 2,876 10,389 2020 — 5,520 2,162 7,682 2021 — 4,898 400 5,298 Thereafter — 12,582 — 12,582 Total required payments 201 $ 52,376 $ 19,735 $ 72,312 Less amounts representing interest (3.8% to 4.0%) 9 Present value of minimum lease payments 192 Less current maturities 100 $ 92 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Components of Comprehensive Income | Comprehensive income includes the following for the years ended December 31 (in thousands): 2016 2015 2014 Unrealized holding (losses) gains on available-for-sale securities arising during the period: Gross amount $ 1,787 $ (1,597 ) $ 620 Income tax (expense) benefit (645 ) 582 (208 ) Net of tax amount $ 1,142 $ (1,015 ) $ 412 Realized (gains) on available-for-sale securities reclassified into income: Realized gains on sales of available-for-sale securities $ (412 ) $ (347 ) $ — Other-than-temporary impairment losses — 230 — Total before tax (412 ) (117 ) — Income tax expense 148 45 — Net of tax amount $ (264 ) $ (72 ) $ — Unrealized holding gains on interest rate swaps arising during the period: Gross amount $ 161 $ — $ — Income tax expense (62 ) — — Net of tax amount $ 99 $ — $ — Foreign currency translation adjustments $ (1,161 ) $ (2,252 ) $ (1,631 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Status of Nonvested Shares | A summary of the status of our non-vested shares as of December 31, 2016, and changes during the year ended December 31, 2016, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2016 68,225 $ 17.80 Granted 10,000 $ 15.55 Vested (33,225 ) $ 17.19 Forfeited — $ — Balance at December 31, 2016 45,000 $ 17.75 |
Quarterly Financial Data (una41
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | 2016 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 260,394 $ 276,813 $ 271,493 $ 264,051 Operating income 13,930 16,774 10,027 5,849 Income before income taxes 12,105 14,771 8,119 4,410 Provision for income taxes 4,628 5,724 3,122 1,687 Net income $ 7,477 $ 9,047 $ 4,997 $ 2,723 Earnings per common share: Basic $ 0.26 $ 0.32 $ 0.18 $ 0.10 Diluted $ 0.26 $ 0.32 $ 0.18 $ 0.10 Weighted average number of common shares outstanding: Basic 28,402 28,414 28,413 28,415 Diluted 28,402 28,414 28,413 28,415 2015 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 263,561 $ 295,007 $ 284,214 $ 285,991 Operating income 15,067 22,920 16,944 18,464 Income before income taxes 13,332 21,584 15,001 15,088 Provision for income taxes 5,168 8,300 5,754 5,782 Net income $ 8,164 $ 13,284 $ 9,247 $ 9,306 Earnings per common share: Basic $ 0.27 $ 0.44 $ 0.32 $ 0.33 Diluted $ 0.27 $ 0.44 $ 0.32 $ 0.33 Weighted average number of common shares outstanding: Basic 29,992 29,979 28,661 28,380 Diluted 29,998 29,980 28,661 28,382 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Company's Reportable Segment Information | The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2016, 2015 and 2014 (in thousands): 2016 Transportation Logistics Other Total Operating revenues $ 656,496 $ 414,948 $ 1,307 $ 1,072,751 Eliminated inter-segment revenues 1,896 7,482 — 9,378 Depreciation and amortization 13,459 23,064 179 36,702 Income from operations 22,399 27,653 (3,472 ) 46,580 Capital expenditures 9,464 91,045 500 101,009 Total assets 252,164 292,227 26,066 570,457 2015 Transportation Logistics Other Total Operating revenues $ 721,437 $ 406,822 $ 514 $ 1,128,773 Eliminated inter-segment revenues 3,659 6,170 — 9,829 Depreciation and amortization 11,153 23,565 155 34,873 Income from operations 28,683 43,848 864 73,395 Capital expenditures 2,034 23,797 426 26,257 Total assets 219,759 253,429 29,967 503,155 2014 Transportation Logistics Other Total Operating revenues $ 778,603 $ 412,507 $ 411 $ 1,191,521 Eliminated inter-segment revenues 5,160 7,473 — 12,633 Depreciation and amortization 11,256 21,507 290 33,053 Income from operations 34,931 50,892 (4,988 ) 80,835 Capital expenditures 16,444 42,413 927 59,784 Total assets 246,190 247,155 35,669 529,014 |
Revenues for Selected Services by Operating Segments | Revenues for selected services as provided to the chief operating decision maker are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Transportation services $ 629,192 $ 696,134 $ 769,308 Value-added services 302,225 285,258 284,496 Intermodal services 141,334 147,381 137,717 Total $ 1,072,751 $ 1,128,773 $ 1,191,521 |
Revenues Attributed to Geographic Areas | Revenues attributed to geographic areas are as follows (in thousands). Year Ended December 31, 2016 2015 2014 United States $ 1,038,963 $ 1,090,683 $ 1,156,875 Mexico 20,046 27,676 24,860 Canada 12,157 8,577 9,786 Colombia 1,585 1,837 — Total $ 1,072,751 $ 1,128,773 $ 1,191,521 |
Net Long-Lived Property and Equipment Assets by Geographic Areas | Net long-lived property and equipment assets are presented in the table below (in thousands): Year Ended December 31, 2016 2015 United States $ 233,644 $ 173,009 Mexico 12,188 3,674 Canada 431 500 Colombia 14 6 Total $ 246,277 $ 177,189 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)CompanySegment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accounting Policies [Line Items] | ||||
Proceeds from sale of marketable securities | $ 900,000 | $ 400,000 | ||
Cost on sale of marketable securities | 500,000 | 100,000 | ||
Realized gain on sale of marketable securities | 400,000 | 300,000 | ||
Equity securities at book value | 3,500,000 | |||
Temporary impairment loss of equity securities | $ 600,000 | |||
Number of investments in publicly traded companies | Company | 27 | |||
Depreciation expense | $ 29,200,000 | 25,800,000 | $ 23,100,000 | |
Weighted average amortization period | 12 years | |||
Amounts recorded for amortization expense | $ 7,500,000 | 9,200,000 | 9,900,000 | |
Goodwill impairment loss recognized | $ 0 | |||
Goodwill | $ 74,484,000 | 74,484,000 | ||
Deferred compensation bonus annual installments | 5 years | |||
Fuel surcharges | $ 50,900,000 | 75,700,000 | $ 119,700,000 | |
Number of reportable segments | Segment | 2 | |||
Prepaid expenses and other | $ 17,374,000 | 17,858,000 | ||
Other noncurrent assets | 4,892,000 | 3,894,000 | ||
Equity Securities, Gross unrealized holding gains | 4,780,000 | 3,958,000 | ||
Equity Securities, Gross unrealized holding (losses) | (589,000) | (1,141,000) | ||
Disclose of operating lease obligations | $ 72,100,000 | |||
Reclassification Adjustment [Member] | ||||
Accounting Policies [Line Items] | ||||
Prepaid expenses and other | 300,000 | |||
Other noncurrent assets | $ 1,200,000 | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 42.50% | 37.30% | 36.50% | |
General Motors [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 17.90% | 11.40% | 9.70% | |
Top Ten Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 40.90% | |||
Transportation [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | $ 18,200,000 | $ 18,200,000 | ||
Logistics [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | $ 56,300,000 | $ 56,300,000 | ||
Customer contracts [Member] | ||||
Accounting Policies [Line Items] | ||||
Weighted average amortization period | 3 years | |||
Agent and customer relationships [Member] | ||||
Accounting Policies [Line Items] | ||||
Weighted average amortization period | 15 years | |||
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 Accoun44
Summary of Significant Accounting Policies - Schedule of Cost, Gross Unrealized Holding Gains Losses, and Fair Value of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments Debt And Equity Securities [Abstract] | ||
Equity Securities, Cost | $ 10,168 | $ 10,614 |
Equity Securities, Gross unrealized holding gains | 4,780 | 3,958 |
Equity Securities, Gross unrealized holding (losses) | (589) | (1,141) |
Equity Securities, Fair Value | $ 14,359 | $ 13,431 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Gross Unrealized Holding Losses and Fair Value of Marketable Securities (Detail) - Equity securities [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Equity securities, Less than 12 Months Fair Value | $ 426 | $ 3,099 |
Equity securities, Less than 12 Months Unrealized Losses | 41 | 987 |
Equity securities, 12 Months or Greater Fair Value | 2,438 | 345 |
Equity securities, 12 Months or Greater Unrealized Losses | 548 | 154 |
Equity securities, Total, Fair Value | 2,864 | 3,444 |
Equity securities, Total, Unrealized Losses | $ 589 | $ 1,141 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Raw materials and supplies | $ 7,077 | $ 7,660 |
Finished goods | 1,540 | 962 |
Inventory, Net | $ 8,617 | $ 8,622 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | Transportation equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Minimum [Member] | Other operating assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Minimum [Member] | Information technology equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Minimum [Member] | Buildings and related assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Maximum [Member] | Transportation equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Maximum [Member] | Other operating assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Maximum [Member] | Information technology equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Maximum [Member] | Buildings and related assets [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 39 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (50,971) | $ (43,495) |
Intangible assets, net | 34,689 | 42,165 |
Total Identifiable Intangible Assets | 37,189 | 44,665 |
Agent and customer relationships [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 65,060 | 65,060 |
Customer contracts [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 20,600 | 20,600 |
Trademarks [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets excluding goodwill | $ 2,500 | $ 2,500 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
2,017 | $ 5,995 | |
2,018 | 2,517 | |
2,019 | 2,265 | |
2,020 | 1,970 | |
2,021 | 1,959 | |
Thereafter | 19,983 | |
Intangible assets, net | $ 34,689 | $ 42,165 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Weighted average amortization period | 12 years | ||
Bull's-Eye Express, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cost of acquisition | $ 1.6 | ||
Business acquisition cost of acquired cash paid | $ 1.3 | ||
Business acquisition debt forgiveness | $ 0.3 | ||
Bull's-Eye Express, Inc. [Member] | Customer relationships [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 7 years |
Business Combinations - Schedul
Business Combinations - Schedule of Allocation of Purchase Price (Detail) - Bull's-Eye Express, Inc. [Member] $ in Thousands | Sep. 30, 2014USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 1,007 |
Property and equipment | 400 |
Goodwill (tax deductible) | 163 |
Total assets and liabilities acquired | $ 1,570 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | ||
Total unbilled receivables | $ 16.4 | $ 11.8 |
Unbilled receivables billing period | 1 month |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 5,173 | $ 5,207 | $ 2,688 |
Provision for doubtful accounts | 3,099 | 3,004 | 3,504 |
Uncollectible accounts written off | (6,659) | (3,038) | (985) |
Balance at end of year | $ 1,613 | $ 5,173 | $ 5,207 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 427,571 | $ 349,004 |
Less accumulated depreciation | (181,294) | (171,815) |
Total | 246,277 | 177,189 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 214,046 | 185,351 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 96,549 | 73,096 |
Other operating assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 77,252 | 66,290 |
Information technology equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 19,520 | 18,660 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 20,204 | $ 5,607 |
Accrued Expenses and Other Cu55
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Payroll related items | $ 8,379 | $ 6,833 |
Driver escrow liabilities | 7,601 | 4,486 |
Commissions, taxes and other | 3,685 | 7,670 |
Total | $ 19,665 | $ 18,989 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding Debt: | |||
Unamortized debt issuance costs | $ (1,583) | $ (1,499) | |
Outstanding Debt | 261,267 | 233,414 | |
Less current portion of long-term debt | 34,455 | 61,224 | |
Total long-term debt, net of current portion | 226,812 | 172,190 | |
ABL Facility [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 71,600 | 59,569 |
ABL Facility [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [1] | 2.27% | |
ABL Facility [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [1] | 4.25% | |
Westport Facility Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 34,000 | 40,000 |
Credit facility, Interest Rates | [2] | 3.26% | |
Westport Facility Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 3,000 | 11,766 |
Credit facility, Interest Rates | [2] | 2.76% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 104,607 | 83,578 |
Equipment Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 3.18% | |
Equipment Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 4.11% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [4] | $ 49,643 | |
Credit facility, Interest Rates | [4] | 3.00% | |
Margin Facility [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [5] | 1.86% | |
Unsecured Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | $ 40,000 | ||
[1] | The ABL Facility provides for maximum borrowings of $120 million at a variable rate of interest based on LIBOR or a base rate, and matures on December 23, 2020. The facility, which is secured by cash, deposits and accounts receivable of the borrowing subsidiaries, includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring a minimum fixed charge coverage ratio to be maintained after a triggering event. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. At December 31, 2016, we were in compliance with all covenants under the Facility, and $22.9 million was available for borrowing. | ||
[2] | The Westport Facility provides our subsidiary, Westport Axle Corporation, with maximum borrowings of $60 million in the form of a $40 million term loan and a $20 million revolver. Borrowings under the Westport Facility, which matures on December 23, 2020, accrue interest at a variable interest rate based on LIBOR or a base rate, and are secured by all of Westport’s assets. The Company becomes a guarantor upon the occurrence of certain events specified in the Westport Facility. Borrowings are repaid in part quarterly with the balance due at maturity. Interest on base rate advances is payable quarterly, and interest on each LIBOR-based advance is payable on the last day of the applicable interest period. The Westport Facility includes customary affirmative and negative covenants and events of default. At December 31, 2016, we were in compliance with all covenants, and $7.4 million was available for borrowing. | ||
[3] | The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.11%. At December 31, 2016, we were in compliance with all covenants. | ||
[4] | The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain purchases of real property and refinance a portion of existing indebtedness pursuant to a $40 million unsecured loan. The promissory notes require monthly payments of principal and accrued interest until their maturity on June 30, 2026. The notes are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements included in a collateral pool specified in the security documents. The Real Estate Financing includes an additional promissory note that is secured by other real property and improvements and matures on September 5, 2026. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2016, we were in compliance with all covenants. | ||
[5] | The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. We did not have any amounts outstanding under our line of credit at December 31, 2016 or 2015, and the maximum available borrowings under the line of credit were $7.0 million and $7.4 million, respectively. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Installment | Dec. 31, 2015USD ($) | ||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 60,000,000 | ||
Description of variable rate basis | LIBOR rate plus 2.25% | ||
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 120,000,000 | ||
Credit facility, expiration date | Dec. 23, 2020 | ||
Credit facility available for borrowings | $ 22,900,000 | ||
Westport Facility Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | 40,000,000 | ||
Westport Facility Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 20,000,000 | ||
Westport Facility | |||
Debt Instrument [Line Items] | |||
Credit facility, expiration date | Dec. 23, 2020 | ||
Credit facility available for borrowings | $ 7,400,000 | ||
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 | [1] | 3.18% | |
Equipment Financing [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, Interest Rates | [1] | 4.11% | |
Real Estate Financing [Member] | Unsecured Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 40,000,000 | ||
Frequency of installments | Monthly | ||
Principal amount due date | Jun. 30, 2026 | ||
Real Estate Financing [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount due date | Sep. 5, 2026 | ||
Description of variable rate basis | LIBOR plus 2.25% | ||
Real Estate Financing [Member] | Secured Debt [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate above variable base rate | 2.25% | ||
Margin Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility available for borrowings | $ 7,000,000 | $ 7,400,000 | |
Description of variable rate basis | LIBOR plus 1.10% | ||
Margin Facility [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate above variable base rate | 1.10% | ||
[1] | The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.11%. At December 31, 2016, we were in compliance with all covenants. |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Principal Repayment Obligations (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Maturities [Line Items] | |
2,017 | $ 34,701 |
2,018 | 35,616 |
2,019 | 36,488 |
2,020 | 121,993 |
2,021 | 10,200 |
Thereafter | 23,852 |
Total | 262,850 |
ABL Facility [Member] | |
Debt Maturities [Line Items] | |
2,020 | 71,600 |
Total | 71,600 |
Westport Facility Term Loan [Member] | |
Debt Maturities [Line Items] | |
2,017 | 6,000 |
2,018 | 6,000 |
2,019 | 6,000 |
2,020 | 16,000 |
Total | 34,000 |
Westport Facility Revolver [Member] | |
Debt Maturities [Line Items] | |
2,020 | 3,000 |
Total | 3,000 |
Equipment Financing [Member] | |
Debt Maturities [Line Items] | |
2,017 | 23,525 |
2,018 | 24,440 |
2,019 | 25,312 |
2,020 | 26,217 |
2,021 | 5,025 |
Thereafter | 88 |
Total | 104,607 |
Real Estate Financing [Member] | |
Debt Maturities [Line Items] | |
2,017 | 5,176 |
2,018 | 5,176 |
2,019 | 5,176 |
2,020 | 5,176 |
2,021 | 5,175 |
Thereafter | 23,764 |
Total | $ 49,643 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)Agreement | |
Line of Credit Facility [Line Items] | |
Number of swap agreements | Agreement | 3 |
Notional amount | $ 27,700,000 |
Description of variable rate basis | LIBOR rate plus 2.25% |
Swap A [Member] | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 10,000,000 |
Interest accrued percentage | 4.16% |
Effective date | Oct. 31, 2016 |
Swap B [Member] | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 5,700,000 |
Interest accrued percentage | 3.83% |
Effective date | Oct. 31, 2016 |
Interest Rate Swap C | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 12,000,000 |
Description of variable rate basis | one-month LIBOR rate |
Swap interest rate | 0.78% |
Fair value asset of swap agreement | $ 200,000 |
Fair Value Measurement and Di60
Fair Value Measurement and Disclosures - Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 14,359 | $ 13,431 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4 | 96 |
Marketable securities | 14,359 | 13,431 |
Interest rate swaps | 161 | |
Total Assets | 14,524 | 13,527 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 4 | 96 |
Marketable securities | 14,359 | 13,431 |
Total Assets | 14,363 | $ 13,527 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 161 | |
Total Assets | $ 161 |
Fair Value Measurement and Di61
Fair Value Measurement and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Dec. 31, 2016USD ($) |
Carrying Reported Amount Fair Value Disclosure [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 104,607 |
Estimate of Fair Value Measurement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 104,433 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 67,249 | $ 66,073 | $ 51,254 |
Administrative support services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 2,638 | 3,234 | 2,459 |
Truck fuel, tolls and maintenance [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 2,656 | 2,523 | 1,320 |
Real estate rent and related costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 17,174 | 13,174 | 10,472 |
Insurance and employee benefit plans [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 44,548 | 46,173 | 36,073 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 233 | $ 969 | $ 930 |
Transactions with Affiliates 63
Transactions with Affiliates - Additional Information (Detail) | Aug. 08, 2016USD ($) | Aug. 04, 2016USD ($)shares | Dec. 31, 2016USD ($)Facility | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Related Party Transaction [Line Items] | |||||
Occupancy of facilities either on monthly or contractual basis | Facility | 36 | ||||
Insurance, claims and other receivables | $ 8,700,000 | $ 11,500,000 | |||
Due to affiliates | 4,597,000 | 3,413,000 | |||
Amounts paid for legal services | 0 | 1,500 | $ 92,000 | ||
Due from affiliates | 2,513,000 | 1,924,000 | |||
Affiliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of real property improvements | 1,000,000 | ||||
Affiliates [Member] | Snow Removal Equipment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | $ 18,000 | ||||
Affiliates [Member] | Wheels and Tires [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | 2,300,000 | ||||
Affiliates [Member] | Revenue Equipment [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of purchase from an affiliate | $ 200,000 | ||||
Chief Financial Officer [Member] | Restricted Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares acquisition by exercise right of first refusal , Shares | shares | 1,600 | ||||
Shares acquisition by exercise right of first refusal , Value | $ 23,856 | ||||
Crown Enterprises, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of acquisition | $ 22,500,000 |
Transactions with Affiliates 64
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 1,090 | $ 400 | $ 466 |
Purchased Transportation And Equipment Rent [Member] | |||
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 1,090 | $ 400 | 308 |
Fueling, Maintenance And Other Support Services [Member] | |||
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 158 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Related to U.S. and Non-U.S. Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 39,405 | $ 65,005 | $ 73,099 |
U.S. Domestic [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | 40,172 | 62,781 | 70,079 |
Foreign [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ (767) | $ 2,224 | $ 3,020 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||||||||||
U.S. Federal | $ 7,432 | $ 19,544 | $ 20,822 | ||||||||
State | 748 | 4,469 | 4,838 | ||||||||
Foreign | 284 | 449 | 590 | ||||||||
Current income taxes provision, Total | 8,464 | 24,462 | 26,250 | ||||||||
Deferred: | |||||||||||
U.S. Federal | 6,521 | 1,183 | 489 | ||||||||
State | 140 | (730) | 891 | ||||||||
Foreign | 36 | 89 | 99 | ||||||||
Deferred income taxes provision, Total | 6,697 | 542 | 1,479 | ||||||||
Total | $ 1,687 | $ 3,122 | $ 5,724 | $ 4,628 | $ 5,782 | $ 5,754 | $ 8,300 | $ 5,168 | $ 15,161 | $ 25,004 | $ 27,729 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Line Items] | ||||
Noncurrent deferred income tax liabilities | $ 47,819 | $ 40,496 | ||
Noncurrent deferred assets | 164 | 83 | ||
Undistributed earnings of foreign subsidiaries | 8,700 | |||
Unrecognized tax benefit in certain tax positions | 416 | 333 | $ 414 | $ 652 |
Accrued interest | 100 | |||
Accrued penalties | $ 100 | |||
ASU 2015-17 [Member] | ||||
Income Taxes [Line Items] | ||||
Noncurrent deferred income tax liabilities | 6,300 | |||
Noncurrent deferred assets | $ 100 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Domestic deferred tax liabilities: | ||
Net deferred tax liability | $ 47,655 | $ 40,413 |
Domestic [Member] | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | 633 | 1,809 |
Other assets | 2,792 | 4,434 |
Accrued expenses | 5,384 | 4,868 |
Deferred tax assets | 8,809 | 11,111 |
Domestic deferred tax liabilities: | ||
Prepaid expenses | 144 | 383 |
Marketable securities | 1,613 | 1,060 |
Intangible assets | 13,341 | 15,987 |
Property and equipment | 41,530 | 34,177 |
Deferred tax liabilities | 56,628 | 51,607 |
Net deferred tax liability | 47,819 | 40,496 |
Foreign [Member] | ||
Deferred tax assets: | ||
Other assets | 571 | 489 |
Valuation allowance-foreign | (407) | (406) |
Deferred tax assets | $ 164 | $ 83 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Non-deductible (benefit) expense | (0.00%) | (0.00%) | (2.00%) |
State, net of federal benefit | 2.00% | 4.00% | 5.00% |
Foreign | 1.00% | (1.00%) | 0.00% |
Effective tax rate | 38.00% | 38.00% | 38.00% |
Income Taxes - Changes in Compa
Income Taxes - Changes in Company's Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit - beginning of year | $ 333 | $ 414 | $ 652 |
Increases related to prior year tax positions | 24 | 42 | 4 |
Increases related to current year tax positions | 95 | 6 | 13 |
Decreases related to prior year tax positions | (36) | (129) | (255) |
Unrecognized tax benefit - end of year | $ 416 | $ 333 | $ 414 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Capital Leases and Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Leases Future Minimum Payments Due [Line Items] | ||
2,017 | $ 106 | |
2,018 | 95 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Total required payments, capital lease | 201 | |
Less amounts representing interest (3.8% to 4.0%) | 9 | |
Present value of minimum lease payments | 192 | |
Less current maturities | 100 | $ 916 |
Capital leases future minimum rental payment, Total | 92 | $ 1,065 |
Total required payments | 72,100 | |
2,017 | 22,091 | |
2,018 | 14,270 | |
2,019 | 10,389 | |
2,020 | 7,682 | |
2,021 | 5,298 | |
Thereafter | 12,582 | |
Total required payments | 72,312 | |
Operating Leases with Affiliates [Member] | ||
Operating Leases Future Minimum Payments Due [Line Items] | ||
2,017 | 12,831 | |
2,018 | 9,032 | |
2,019 | 7,513 | |
2,020 | 5,520 | |
2,021 | 4,898 | |
Thereafter | 12,582 | |
Total required payments | 52,376 | |
Operating Leases With Third Parties [Member] | ||
Operating Leases Future Minimum Payments Due [Line Items] | ||
2,017 | 9,154 | |
2,018 | 5,143 | |
2,019 | 2,876 | |
2,020 | 2,162 | |
2,021 | 400 | |
Thereafter | 0 | |
Total required payments | $ 19,735 |
Leases - Schedule of Future M72
Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Capital Leases and Operating Leases (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
Capital leases interest rate | 3.80% |
Maximum [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
Capital leases interest rate | 4.00% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Lease Disclosure [Line Items] | |||
Rental expense for facilities, vehicles and other equipment leased from third parties | $ 20.2 | $ 19.2 | $ 21.9 |
Property, Plant and Equipment [Member] | |||
Lease Disclosure [Line Items] | |||
Assets under capital leases | 0.5 | 5.4 | |
Amortization expense capital leased assets | 0.3 | 1.5 | |
Amortization expense capital leased assets | $ 0.1 | $ 0.9 | $ 0.8 |
Comprehensive Income - Componen
Comprehensive Income - Components of Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized holding (losses) gains on available-for-sale securities, Gross amount | $ 1,787 | $ (1,597) | $ 620 |
Unrealized holding gains (losses) on available-for-sale securities, Income tax (expense) benefit | (645) | 582 | (208) |
Unrealized holding (losses) gains on available-for-sale investments, Net of tax amount | 1,142 | (1,015) | 412 |
Realized (gains) on sales of available-for-sale securities | (412) | (347) | |
Realized (gains) on available-for-sale securities reclassified into income, Other-than-temporary impairment losses | 230 | ||
Realized (gains) on available-for-sale securities reclassified into income, Total before tax | (412) | (117) | |
Realized (gains) on available-for-sale securities reclassified into income, Income tax expense | 148 | 45 | |
Realized (gains) on available-for-sale securities reclassified into income, Net of tax amount | (264) | (72) | |
Unrealized holding gains on interest rate swaps, Gross amount | 161 | ||
Unrealized holding gains on interest rate swaps, Income tax expense | (62) | ||
Unrealized holding gains on interest rate swaps, Net of tax amount | 99 | ||
Foreign currency translation adjustments | $ (1,161) | $ (2,252) | $ (1,631) |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2016USD ($)Employee | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2008USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Pension plan contribution | $ 600 | |||
Expense of retirement plans | $ 500,000 | $ 200,000 | $ 400,000 | |
Canadian [Member] | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of employees covered | Employee | 12 | |||
Required contributions into Canada Wide Industrial Pension Plan | $ 31,000 | $ 38,000 | ||
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 ($) $ / shares in Units, $ in Millions | Feb. 24, 2016 | Dec. 23, 2015 | Apr. 29, 2015 | Mar. 05, 2015 | Dec. 20, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock grants vested | 25.00% | 25.00% | ||||||
Total fair value of shares vested | $ 0.6 | $ 0.5 | $ 1.5 | |||||
Total unrecognized compensation cost | 0.8 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2017 | 0.4 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2018 | 0.3 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2019 | $ 0.1 | |||||||
Chief Executive Officer [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock grants vested | 25.00% | 25.00% | 25.00% | |||||
Restricted Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of restricted stock granted | 50,000 | 178,137 | 10,000 | |||||
Restricted stock grant date fair value per share | $ 14.93 | $ 16.42 | $ 15.55 | |||||
Restricted Stock [Member] | Chief Executive Officer [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of restricted stock granted | 10,000 | 5,000 | 20,000 | 10,000 | ||||
Restricted stock grant date fair value per share | $ 15.55 | $ 22.03 | $ 25.18 | |||||
Equal Installments with the Final Vesting on March 5, 2019 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional restricted stock grants vested per year | 25.00% | |||||||
Equal Increments on Each December 20 in 2016, 2017 and 2018 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional restricted stock grants vested per year | 25.00% | |||||||
Grants Vesting on December 20, 2016 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional restricted stock grants vested per year | 20.00% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - Restricted Stock [Member] - $ / shares | Dec. 23, 2015 | Dec. 20, 2012 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Nonvested, Beginning Balance | 68,225 | ||
Shares, Granted | 50,000 | 178,137 | 10,000 |
Shares, Vested | (33,225) | ||
Shares, Ending Balance | 45,000 | ||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 17.80 | ||
Weighted Average Grant Date Fair Value, Granted | $ 14.93 | $ 16.42 | 15.55 |
Weighted Average Grant Date Fair Value, Vested | 17.19 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 17.75 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Workforce Subject to Collective Bargaining Arrangements [Member] - Unionized Employees Concentration Risk [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Concentration Risk [Line Items] | |
Percentage of employees agreements that expire in 2017 | 18.00% |
United States, Canada and Colombia [Member] | |
Concentration Risk [Line Items] | |
Percentage of revenues from major customers | 31.00% |
Mexico [Member] | |
Concentration Risk [Line Items] | |
Percentage of revenues from major customers | 94.00% |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Weighted average non-vested shares of restricted shares | 0 | 2,273 | 31,230 |
Antidilutive securities excluded from computation of earnings per share, amount | 45,000 | 30,725 | 0 |
Quarterly Financial Data (Una80
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenue | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 285,991 | $ 284,214 | $ 295,007 | $ 263,561 | $ 1,072,751 | $ 1,128,773 | $ 1,191,521 |
Operating income | 5,849 | 10,027 | 16,774 | 13,930 | 18,464 | 16,944 | 22,920 | 15,067 | 46,580 | 73,395 | 80,835 |
Income before income taxes | 4,410 | 8,119 | 14,771 | 12,105 | 15,088 | 15,001 | 21,584 | 13,332 | |||
Provision for income taxes | 1,687 | 3,122 | 5,724 | 4,628 | 5,782 | 5,754 | 8,300 | 5,168 | 15,161 | 25,004 | 27,729 |
Net income | $ 2,723 | $ 4,997 | $ 9,047 | $ 7,477 | $ 9,306 | $ 9,247 | $ 13,284 | $ 8,164 | $ 24,244 | $ 40,001 | $ 45,370 |
Earnings per common share: | |||||||||||
Basic | $ 0.10 | $ 0.18 | $ 0.32 | $ 0.26 | $ 0.33 | $ 0.32 | $ 0.44 | $ 0.27 | $ 0.85 | $ 1.37 | $ 1.51 |
Diluted | $ 0.10 | $ 0.18 | $ 0.32 | $ 0.26 | $ 0.33 | $ 0.32 | $ 0.44 | $ 0.27 | $ 0.85 | $ 1.37 | $ 1.51 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 28,415 | 28,413 | 28,414 | 28,402 | 28,380 | 28,661 | 29,979 | 29,992 | 28,411 | 29,233 | 30,013 |
Diluted | 28,415 | 28,413 | 28,414 | 28,402 | 28,382 | 28,661 | 29,980 | 29,998 | 28,411 | 29,235 | 30,044 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Summary of
Segment Reporting - Summary of Company's Reportable Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 285,991 | $ 284,214 | $ 295,007 | $ 263,561 | $ 1,072,751 | $ 1,128,773 | $ 1,191,521 |
Depreciation and amortization | 36,702 | 34,873 | 33,053 | ||||||||
Income from operations | 5,849 | $ 10,027 | $ 16,774 | $ 13,930 | 18,464 | $ 16,944 | $ 22,920 | $ 15,067 | 46,580 | 73,395 | 80,835 |
Capital expenditures | 101,009 | 26,257 | 59,784 | ||||||||
Total assets | 570,457 | 503,155 | 570,457 | 503,155 | 529,014 | ||||||
Operating Segments [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 656,496 | 721,437 | 778,603 | ||||||||
Depreciation and amortization | 13,459 | 11,153 | 11,256 | ||||||||
Income from operations | 22,399 | 28,683 | 34,931 | ||||||||
Capital expenditures | 9,464 | 2,034 | 16,444 | ||||||||
Total assets | 252,164 | 219,759 | 252,164 | 219,759 | 246,190 | ||||||
Operating Segments [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 414,948 | 406,822 | 412,507 | ||||||||
Depreciation and amortization | 23,064 | 23,565 | 21,507 | ||||||||
Income from operations | 27,653 | 43,848 | 50,892 | ||||||||
Capital expenditures | 91,045 | 23,797 | 42,413 | ||||||||
Total assets | 292,227 | 253,429 | 292,227 | 253,429 | 247,155 | ||||||
Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,307 | 514 | 411 | ||||||||
Depreciation and amortization | 179 | 155 | 290 | ||||||||
Income from operations | (3,472) | 864 | (4,988) | ||||||||
Capital expenditures | 500 | 426 | 927 | ||||||||
Total assets | $ 26,066 | $ 29,967 | 26,066 | 29,967 | 35,669 | ||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 9,378 | 9,829 | 12,633 | ||||||||
Intersegment Eliminations [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,896 | 3,659 | 5,160 | ||||||||
Intersegment Eliminations [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 7,482 | $ 6,170 | $ 7,473 |
Segment Reporting - Revenues fo
Segment Reporting - Revenues for Selected Services by Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||||||||||
Transportation services | $ 629,192 | $ 696,134 | $ 769,308 | ||||||||
Value-added services | 302,225 | 285,258 | 284,496 | ||||||||
Intermodal services | 141,334 | 147,381 | 137,717 | ||||||||
Total operating revenues | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 285,991 | $ 284,214 | $ 295,007 | $ 263,561 | $ 1,072,751 | $ 1,128,773 | $ 1,191,521 |
Segment Reporting - Revenues At
Segment Reporting - Revenues Attributed to Geographic Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 285,991 | $ 284,214 | $ 295,007 | $ 263,561 | $ 1,072,751 | $ 1,128,773 | $ 1,191,521 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,038,963 | 1,090,683 | 1,156,875 | ||||||||
Mexico [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 20,046 | 27,676 | 24,860 | ||||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 12,157 | 8,577 | $ 9,786 | ||||||||
Colombia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 1,585 | $ 1,837 |
Segment Reporting - Net Long-Li
Segment Reporting - Net Long-Lived Property and Equipment Assets by Geographic Areas (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property and equipment, total | $ 246,277 | $ 177,189 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, total | 233,644 | 173,009 |
Mexico [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, total | 12,188 | 3,674 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, total | 431 | 500 |
Colombia [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, total | $ 14 | $ 6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Feb. 23, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Quarterly cash dividend declared per common stock | $ 0.28 | $ 0.28 | $ 0.28 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends payable, date declared | Feb. 23, 2017 | |||
Quarterly cash dividend declared per common stock | $ 0.07 | |||
Dividends payable, recorded date | Mar. 6, 2017 | |||
Dividends payable, date to be paid | Mar. 16, 2017 |