Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 28,382,392 | ||
Entity Public Float | $ 124 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,672 | $ 1,755 |
Marketable securities | 15,144 | 14,359 |
Accounts receivable – net of allowance for doubtful accounts of $1,330 and $1,613, respectively | 171,036 | 144,712 |
Other receivables | 17,511 | 15,438 |
Due from affiliates | 2,685 | 2,513 |
Prepaid income taxes | 4,515 | 11,300 |
Prepaid expenses and other | 16,103 | 17,374 |
Total current assets | 228,666 | 207,451 |
Property and equipment, net | 267,195 | 246,277 |
Goodwill | 74,484 | 74,484 |
Intangible assets – net of accumulated amortization of $56,901 and $50,971, respectively | 31,259 | 37,189 |
Deferred income taxes | 4,154 | 164 |
Other assets | 4,834 | 4,892 |
Total assets | 610,592 | 570,457 |
Current liabilities: | ||
Accounts payable | 84,380 | 65,945 |
Due to affiliates | 11,964 | 4,597 |
Accrued expenses and other current liabilities | 24,129 | 19,765 |
Insurance and claims | 37,727 | 19,754 |
Current portion of long-term debt | 40,870 | 34,455 |
Total current liabilities | 199,070 | 144,516 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 207,108 | 226,812 |
Deferred income taxes | 32,361 | 47,819 |
Other long-term liabilities | 3,288 | 3,578 |
Total long-term liabilities | 242,757 | 278,209 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,941,702 and 30,917,952 shares issued; 28,382,392 and 28,430,394 shares outstanding, respectively | 30,943 | 30,919 |
Paid-in capital | 3,841 | 3,451 |
Treasury stock, at cost; 2,559,310 and 2,487,558 shares, respectively | (51,532) | (50,044) |
Retained earnings | 186,226 | 166,033 |
Accumulated other comprehensive income (loss): | ||
Unrealized holding gain on available-for-sale securities, net of income taxes of $1,090 and $1,512, respectively | 3,823 | 2,679 |
Interest rate swaps, net of income taxes of $63 and $62, respectively | 197 | 99 |
Foreign currency translation adjustments | (4,733) | (5,405) |
Total shareholders’ equity | 168,765 | 147,732 |
Total liabilities and shareholders’ equity | $ 610,592 | $ 570,457 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,330 | $ 1,613 |
Intangible assets, accumulated amortization | $ 56,901 | $ 50,971 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,941,702 | 30,917,952 |
Common stock, shares outstanding | 28,382,392 | 28,430,394 |
Treasury stock, shares | 2,559,310 | 2,487,558 |
Income tax expense on unrealized holding gain on available-for-sale securities | $ 1,090 | $ 1,512 |
Interest rate swaps, income taxes | $ 63 | $ 62 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating revenues: | |||
Truckload services, including related party amounts of $1,100, $1,090 and $400, respectively | $ 302,914 | $ 281,213 | $ 357,786 |
Brokerage services | 278,187 | 219,898 | 202,621 |
Intermodal services | 153,726 | 143,004 | 149,404 |
Dedicated services | 93,505 | 95,332 | 94,988 |
Value-added services | 388,333 | 333,304 | 323,974 |
Total operating revenues | 1,216,665 | 1,072,751 | 1,128,773 |
Operating expenses: | |||
Purchased transportation and equipment rent, including related party amounts of $35, $233 and $3,347, respectively | 577,485 | 509,775 | 567,558 |
Direct personnel and related benefits, including related party amounts of $35,743, $26,267 and $23,792, respectively | 314,364 | 265,316 | 222,454 |
Operating supplies and expenses, including related party amounts of $2,652, $2,656 and $1,983, respectively | 115,420 | 103,013 | 113,545 |
Commission expense | 33,213 | 32,350 | 37,844 |
Occupancy expense, including related party amounts of $17,046, $17,174 and $13,174, respectively | 30,575 | 31,923 | 27,004 |
General and administrative, including related party amounts of $6,742, $5,557 and $6,418, respectively | 31,518 | 29,368 | 30,687 |
Insurance and claims, including related party amounts of $16,281, $15,362 and $17,360, respectively | 41,881 | 17,724 | 21,413 |
Depreciation and amortization | 46,995 | 36,702 | 34,873 |
Total operating expenses | 1,191,451 | 1,026,171 | 1,055,378 |
Income from operations | 25,214 | 46,580 | 73,395 |
Interest income | 92 | 157 | 55 |
Interest expense | (9,538) | (8,266) | (9,235) |
Other non-operating income | 1,373 | 934 | 790 |
Income before income taxes | 17,141 | 39,405 | 65,005 |
Income tax (benefit) expense | (11,012) | 15,161 | 25,004 |
Net income | $ 28,153 | $ 24,244 | $ 40,001 |
Earnings per common share: | |||
Basic | $ 0.99 | $ 0.85 | $ 1.37 |
Diluted | $ 0.99 | $ 0.85 | $ 1.37 |
Weighted average number of common shares outstanding: | |||
Basic | 28,425 | 28,411 | 29,233 |
Diluted | 28,428 | 28,411 | 29,235 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Truckload services, related party amounts | $ 1,100 | $ 1,090 | $ 400 |
Purchased transportation and equipment rent [Member] | |||
Operating expenses, related party amounts | 35 | 233 | 3,347 |
Direct personnel and related benefits [Member] | |||
Operating expenses, related party amounts | 35,743 | 26,267 | 23,792 |
Operating expenses [Member] | |||
Operating expenses, related party amounts | 2,652 | 2,656 | 1,983 |
Occupancy expense [Member] | |||
Operating expenses, related party amounts | 17,046 | 17,174 | 13,174 |
Selling, general, and administrative [Member] | |||
Operating expenses, related party amounts | 6,742 | 5,557 | 6,418 |
Insurance and claims [Member] | |||
Operating expenses, related party amounts | $ 16,281 | $ 15,362 | $ 17,360 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net Income | $ 28,153 | $ 24,244 | $ 40,001 |
Other comprehensive income (loss): | |||
Unrealized holding gains (losses) on available-for-sale securities arising during the period, net of income taxes | 1,683 | 1,142 | (1,015) |
Realized gains on available-for-sale securities reclassified into income, net of income taxes | (539) | (264) | (72) |
Unrealized changes in fair value of interest rate swaps, net of income taxes | 98 | 99 | |
Foreign currency translation adjustments | 672 | (1,161) | (2,252) |
Total other comprehensive income (loss) | 1,914 | (184) | (3,339) |
Total comprehensive income | $ 30,067 | $ 24,060 | $ 36,662 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 28,153 | $ 24,244 | $ 40,001 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 46,995 | 36,702 | 34,873 |
Gain on sale of marketable equity securities | (923) | (412) | (347) |
Other-than-temporary impairment of marketable securities | 230 | ||
(Gain) loss on disposal of property and equipment | (10) | 161 | 239 |
Amortization of debt issuance costs | 321 | 312 | 648 |
Write-off of debt issuance costs | 1,272 | ||
Stock-based compensation | 414 | 571 | 494 |
Provision for doubtful accounts | 1,533 | 3,099 | 3,004 |
Deferred income taxes | (19,014) | 6,610 | 478 |
Change in assets and liabilities: | |||
Trade and other accounts receivable | (29,398) | (7,510) | 4,424 |
Prepaid income taxes, prepaid expenses and other assets | 8,051 | (12,748) | 4,347 |
Accounts payable, accrued expenses, insurance and claims and other current liabilities | 40,633 | 18,003 | (11,695) |
Due to/from affiliates, net | 7,192 | 595 | 83 |
Other long-term liabilities | (98) | (998) | 253 |
Net cash provided by operating activities | 83,849 | 68,629 | 78,304 |
Cash flows from investing activities: | |||
Capital expenditures | (63,360) | (97,351) | (26,257) |
Proceeds from the sale of property and equipment | 1,211 | 2,426 | 816 |
Purchases of marketable securities | (401) | (17) | (1,159) |
Proceeds from sale of marketable securities | 1,261 | 866 | 441 |
Net cash used in investing activities | (61,289) | (94,076) | (26,159) |
Cash flows from financing activities: | |||
Proceeds from borrowing - revolving debt | 316,458 | 220,633 | 172,758 |
Repayments of debt - revolving debt | (320,833) | (217,368) | (161,293) |
Proceeds from borrowing - term debt | 39,069 | 99,534 | 163,578 |
Repayments of debt - term debt | (48,305) | (78,520) | (175,428) |
Dividends paid | (7,960) | (7,954) | (8,171) |
Payment of capital lease obligations | (100) | (1,789) | (1,050) |
Purchases of treasury stock | (1,488) | (26) | (35,065) |
Capitalized financing costs | (396) | (1,499) | |
Net cash (used in) provided by financing activities | (23,159) | 14,114 | (46,170) |
Effect of exchange rate changes on cash and cash equivalents | 516 | 158 | (1,046) |
Net (decrease) increase in cash | (83) | (11,175) | 4,929 |
Cash and cash equivalents ? beginning of period | 1,755 | 12,930 | 8,001 |
Cash and cash equivalents ? end of period | 1,672 | 1,755 | 12,930 |
Supplemental cash flow information: | |||
Cash paid for interest | 9,104 | 7,802 | 7,649 |
Cash paid for income taxes | $ 2,207 | 20,896 | $ 21,541 |
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, 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) |
Net income | 28,153 | 28,153 | ||||
Comprehensive income (loss) | 1,914 | 1,914 | ||||
Dividends paid | (7,960) | (7,960) | ||||
Stock based compensation | 414 | 24 | 390 | |||
Purchases of treasury stock | (1,488) | (1,488) | ||||
Balances at Dec. 31, 2017 | $ 168,765 | $ 30,943 | $ 3,841 | $ (51,532) | $ 186,226 | $ (713) |
Consolidated Statements of Sha9
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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, 2017 | |
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. We provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost model. (b) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. Certain immaterial reclassifications have been made to the prior consolidated financial statements in order for them to conform to the December 31, 2017 presentation, including the reclassification of revenue categories to reflect Universal’s service offering. These reclassifications had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets, or stockholders' equity as previously reported. (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, 2017 and 2016, 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, 2017, 2016 and 2015, we received proceeds of $1.3 million, $0.9 million and $0.4 million from the sale of marketable securities with a combined cost of $0.3 million, $0.5 million and $0.1 million resulting in a realized gain of $0.9 million, $0.4 million and $0.3 million, respectively. We plan to adopt Accounting Standards Update (“ASU”) 2016-01 effective as of January 1, 2018. See Note 17 “Recent Accounting Pronouncements” for further information regarding the adoption. (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, 2017 Equity Securities $ 10,231 $ 5,390 $ (477 ) $ 15,144 At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 Included in equity securities at December 31, 2017 were securities with a book basis of $3.0 million and a cumulative loss position of $0.5 million, the impairment of which we consider to be temporary. Equity securities at December 31, 2016 included securities with a book basis of $3.5 million and temporary impairments of $0.6 million. 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, 2017 Equity securities $ 959 $ 84 $ 1,534 $ 393 $ 2,493 $ 477 At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 At December 31, 2017, 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 20 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, 2017. (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 net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2017 2016 Raw materials and supplies $ 4,596 $ 7,077 Finished goods 746 1,540 $ 5,342 $ 8,617 (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 $41.0 million, $29.2 million, and $25.8 million for the years ended December 31, 2017, 2016 and 2015, 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 useful lives of acquired trademarks are indefinite and, therefore, not subject to amortization. Our identifiable intangible assets as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 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 (56,901 ) (50,971 ) Intangible assets, net $ 28,759 $ 34,689 Total Identifiable Intangible Assets $ 31,259 $ 37,189 Estimated amortization expense by year is as follows (in thousands): 2018 $ 2,474 2019 2,265 2020 1,970 2021 1,959 2022 1,826 Thereafter 18,263 Total $ 28,759 The amounts recorded for amortization expense were $6.0 million, $7.5 million, and $9.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. (j) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill At both December 31, 2017 and 2016, 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. (1) Summary of Significant Accounting Policies—continued (k) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. (l) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. (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 6 “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 truckload, brokerage, intermodal, dedicated and value-added services, and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis 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 $59.5 million, $50.9 million and $75.7 million for the years ended December 31, 2017, 2016 and 2015, 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. We adopted Accounting Standards Update (“ASU”) 2014-09 effective as of January 1, 2018, as further described in Note 17 “Recent Accounting Pronouncements”. The adoption of this standard will change the timing of revenue recognition for our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, from at delivery to over-time as the performance obligations on the in-transit services are completed. For our value-added service businesses, the adoption of the standard will not change the timing of revenue recognition. (1) Summary of Significant Accounting Policies—continued (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 materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. (r) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 12 “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. See Note 8 “Income Taxes” for further information on the impact of the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”) signed into law on December 22, 2017. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2013. 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 2012 and 2011, 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. (1) Summary of Significant Accounting Policies—continued (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. (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, 2017, 2016 and 2015, aggregate sales in the automotive industry totaled 40%, 43% and 37% of revenue, respectively. In 2017, 2016 and 2015, General Motors accounted for approximately 16%, 18% and 11% of our total operating revenues, respectively. In 2017, sales to our top 10 customers, including General Motors, totaled 40%. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | ( 2 ) Accounts Receivable Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month, totaled $26.2 million and $16.4 million at December 31, 2017 and 2016, 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): 2017 2016 2015 Balance at beginning of year $ 1,613 $ 5,173 $ 5,207 Provision for doubtful accounts 1,533 3,099 3,004 Uncollectible accounts written off (1,816 ) (6,659 ) (3,038 ) Balance at end of year $ 1,330 $ 1,613 $ 5,173 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | ( 3 ) Property and Equipment Property and equipment at December 31 consists of the following (in thousands): 2017 2016 Transportation equipment $ 236,667 $ 214,046 Land, buildings and related assets 102,977 96,549 Other operating assets 105,434 77,252 Information technology equipment 23,985 19,520 Construction in process 3,903 20,204 472,966 427,571 Less accumulated depreciation (205,771 ) (181,294 ) Total $ 267,195 $ 246,277 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ( 4 ) Accrued Expenses and Other Current Liabilities Accrued expenses consist of the following items at December 31 (in thousands): 2017 2016 Payroll related items $ 9,854 $ 8,379 Driver escrow liabilities 8,071 7,601 Commissions, taxes and other 6,204 3,785 Total $ 24,129 $ 19,765 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | ( 5 ) Debt Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2017 2017 2016 Outstanding Debt: ABL Facility (1) 2.86% to 5.00% $ 70,225 $ 71,600 Westport Facility (2) Term Loan 4.36% 22,500 34,000 Revolver NA — 3,000 Equipment Financing (3) 3.18% to 4.22% 112,205 104,607 Real Estate Financing (4) 3.82% 44,309 49,643 Margin Facility (5) NA — — Unamortized debt issuance costs (1,261 ) (1,583 ) 247,978 261,267 Less current portion of long-term debt 40,870 34,455 Total long-term debt, net of current portion $ 207,108 $ 226,812 (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, 2017, we were in compliance with all covenants under the Facility, and $32.0 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, 2017, we were in compliance with all covenants, and $10.5 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 and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.22%. At December 31, 2017, we were in compliance with all covenants. (5) Debt—continued (4) The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2017, 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, 2017 or 2016, and the maximum available borrowings under the line of credit were $8.9 million and $7.0 million, respectively. The following table reflects the maturities of our principal repayment obligations as of December 31, 2017 (in thousands): Years Ending December 31 ABL Facility Westport Facility - Term Loan Westport Facility - Revolver Equipment Financing Real Estate Financing Total 2018 $ — $ 6,000 $ — $ 30,188 $ 5,017 $ 41,205 2019 — 6,000 — 31,293 5,176 42,469 2020 70,225 10,500 — 32,313 5,176 118,214 2021 — — — 12,909 5,176 18,085 2022 — — — 5,502 5,175 10,677 Thereafter — — — — 18,589 18,589 Total $ 70,225 $ 22,500 $ — $ 112,205 $ 44,309 $ 249,239 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, 2017. 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 expired 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, 2017, the fair value of the three swap agreements was an asset of $0.3 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 6, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps. |
Fair Value Measurement and Disc
Fair Value Measurement and Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Disclosures | ( 6 ) 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. (6 ) 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, 2017 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 75 $ — $ — $ 75 Marketable securities 15,144 — — 15,144 Interest rate swaps — 260 — 260 Total Assets $ 15,219 $ 260 $ — $ 15,479 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 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 reflecting 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, 2017 is summarized as follows: 2017 Carrying Value Estimated Fair Value Equipment promissory notes $ 112,205 $ 112,115 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, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | ( 7 ) 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): 2017 2016 2015 Administrative support services $ 2,771 $ 2,638 $ 3,234 Truck fuel, tolls and maintenance 2,652 2,656 2,523 Real estate rent and related costs 17,046 17,174 13,174 Insurance and employee benefit plans 55,995 44,548 46,173 Contracted transportation services 35 233 969 Total $ 78,499 $ 67,249 $ 66,073 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 9, “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, 2017 and 2016, amounts due to affiliates were $12.0 million and $4.6 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, 2017 and 2016, there were $10.1 million and $8.7 million, respectively, included in each of these accounts for insured claims. During 2016 and 2017, we made purchases totaling $2.3 million and $2.1 million, respectively, for wheels and tires for new trailering equipment. We also purchased 64 used tractors from an affiliate in 2017 for $1.8 million. In 2016, we contracted with an affiliate to provide real property improvements to us totaling $1.0 million, and purchased an additional $0.2 million in revenue equipment components during the same period. 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 2017 and 2015 of $1,400 and $1,500, respectively. No amounts were paid for legal services during 2016. During 2017, we exercised our right of first refusal to acquire 17,500 shares of restricted stock from a director, H. E. “Scott” Wolfe, for $385,000 based on the closing market price on the effective date of the transaction. In 2016, we purchased a multi-building, cross-dock logistics terminal located in Romulus, Michigan from a subsidiary of CenTra, Crown Enterprises, Inc. 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. ( 7 ) 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): 2017 2016 2015 Purchased transportation and equipment rent $ 1,100 $ 1,090 $ 400 Fueling, maintenance and other support services — — 158 Total $ 1,100 $ 1,090 $ 558 At December 31, 2017 and 2016, amounts due from affiliates were $2.7 million and $2.5 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | ( 8 ) 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, 2017 2016 2015 Operations U.S. Domestic $ 28,360 $ 40,172 $ 62,781 Foreign (11,219 ) (767 ) 2,224 Total pre-tax income $ 17,141 $ 39,405 $ 65,005 The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2017 2016 2015 Current: U.S. Federal $ 5,394 $ 7,432 $ 19,544 State 2,227 748 4,469 Foreign 688 284 449 8,309 8,464 24,462 Deferred: U.S. Federal (14,264 ) 6,521 1,183 State (1,113 ) 140 (730 ) Foreign (3,944 ) 36 89 (19,321 ) 6,697 542 Total $ (11,012 ) $ 15,161 $ 25,004 On December 22, 2017, the Tax Cuts and Jobs Act requiring companies to pay a one-time transition tax on deemed repatriated earnings of foreign subsidiaries Tax Cuts and Jobs Act . In accordance with U.S. GAAP, the reduction in the enacted rate caused the Company to revalue its ending net deferred tax assets and liabilities and caused the Company to record a provisional tax benefit of $18.2 million in its consolidated financial statements for the year ended December 31, 2017. With respect to the transition tax on deemed repatriated foreign earnings, the Company determined that, based upon information currently available, the transition tax did not have a material impact on its results of operations, financial position or cash flows. (8) Income Taxes—continued On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”). SAB 118 provides guidance on the accounting for the tax effect of the Tax Cuts and Jobs Act in situations when a company does not have all necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act. SAB 118 allows for a measurement period not to exceed one year from the enactment of the Tax Cuts and Jobs Act for companies to complete their analysis. The Company recognized the provisional impact related to the revaluation of deferred tax assets and liabilities in its December 31, 2017 consolidated financial statements and determined that there was no material impact from the transition tax; however, the ultimate impact may differ materially due to additional analysis, changes in interpretations and assumptions, or additional regulatory guidance that may be issued. Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2017 2016 Domestic deferred tax assets: Allowance for doubtful accounts $ 323 $ 633 Other assets 2,694 2,792 Accrued expenses 6,622 5,384 Total domestic deferred tax assets $ 9,639 $ 8,809 Domestic deferred tax liabilities: Prepaid expenses $ 1,002 $ 144 Marketable securities 1,153 1,613 Intangible assets 7,894 13,341 Property and equipment 31,951 41,530 Total domestic deferred tax liabilities $ 42,000 $ 56,628 Net domestic deferred tax liabilities $ 32,361 $ 47,819 Foreign deferred tax assets Net operating losses $ 3,636 $ 407 Other assets 928 164 Valuation allowance - foreign (410 ) (407 ) Total foreign deferred tax asset $ 4,154 $ 164 Net deferred tax liability $ 28,207 $ 47,655 In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets. We had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $3.2 million as of December 31, 2017. Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be fully realized and as such no valuation allowance has been provided. At December 31, 2017, w e had foreign net operating loss carryforward associated with our German subsidiary with a tax effect of $0.4 million. (8) Income Taxes—continued Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2017 2016 2015 Federal statutory rate 35 % 35 % 35 % Change in tax law -106 % 0 % 0 % Non-deductible expense 2 % 0 % 0 % State, net of federal benefit 4 % 2 % 4 % Foreign 1 % 1 % -1 % Effective tax rate -64 % 38 % 38 % As of December 31, 2017, 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, 2017, 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, 2017, 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): 2017 2016 2015 Unrecognized tax benefit – beginning of year $ 416 $ 333 $ 414 Increases related to prior year tax positions 22 24 42 Increases related to current year tax positions 9 95 6 Decreases related to prior year tax positions (80 ) (36 ) (129 ) Unrecognized tax benefit – end of year $ 367 $ 416 $ 333 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | ( 9 ) Leases We lease office space, warehouses, freight distribution centers, terminal yards and equipment under non-cancelable 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, 2017 are as follows (in thousands): Years Ending December 31 With Affiliates With Third Parties Total 2018 $ 12,800 $ 10,108 $ 22,908 2019 9,578 8,534 18,112 2020 6,826 3,276 10,102 2021 5,480 511 5,991 2022 3,919 — 3,919 Thereafter 10,815 — 10,815 Total required payments $ 49,418 $ 22,429 $ 71,847 Rental expense for facilities, vehicles and other equipment leased from third parties under operating leases approximated $17.9 million, $20.2 million and $19.2 million for the years ended December 31, 2017, 2016 and 2015. |
Comprehensive Income
Comprehensive Income | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Comprehensive Income | (1 0 ) Comprehensive Income Comprehensive income includes the following for the years ended December 31 (in thousands): 2017 2016 2015 Unrealized holding (losses) gains on available-for-sale securities arising during the period: Gross amount $ 1,645 $ 1,787 $ (1,597 ) Income tax (expense) benefit 38 (645 ) 582 Net of tax amount $ 1,683 $ 1,142 $ (1,015 ) Realized (gains) on available-for-sale securities reclassified into income: Realized gains on sales of available-for-sale securities $ (923 ) $ (412 ) $ (347 ) Other-than-temporary impairment losses — — 230 Total before tax (923 ) (412 ) (117 ) Income tax expense 384 148 45 Net of tax amount $ (539 ) $ (264 ) $ (72 ) Unrealized holding gains on interest rate swaps arising during the period: Gross amount $ 99 $ 161 $ — Income tax expense (1 ) (62 ) — Net of tax amount $ 98 $ 99 $ — Foreign currency translation adjustments $ 672 $ (1,161 ) $ (2,252 ) 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, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | (1 1 ) 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, $0.5 million and $0.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. In connection with a collective bargaining agreement that covered 12 Canadian employees at December 31, 2017, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2017 and 2016, the required contributions totaled approximately $41,000 and $31,000, respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | (1 2 ) 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 22, 2017, February 24, 2016, April 29, 2015 and March 5, 2015, the Company granted 10,000, 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 $13.45, $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. For each award, 25% of the shares vested immediately on the grant dates, and the remaining shares vest in three equal installments on March 5 of each of the next three years following the grant date, with the final vesting of the 2017 award to occur on March 5, 2020, in each case 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 10,000 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. 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, 2017, and changes during the year ended December 31, 2017, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 45,000 $ 17.75 Granted 10,000 $ 13.45 Vested (23,750 ) $ 17.41 Forfeited — $ — Balance at December 31, 2017 31,250 $ 16.63 During the years ended December 31, 2017, 2016 and 2015, the total grant date fair value of vested shares recognized as compensation cost was $414,000, $571,000, and $494,000 respectively. As of December 31, 2017, there was $520,000 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 $413,000, $73,000, and $34,000 during 2018, 2019 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 3 ) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. On October 16, 2017, a jury in state court in Cook County, Illinois rendered a verdict of $54.2 million against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a result of the accident, the plaintiff sustained non-life threatening injuries. In connection with the verdict, the jury determined that UACL was responsible for the liability associated with the accident. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million. We believe the facts and the law do not support the jury’s findings of liability against UACL. Post-trial motions have been filed seeking a reduction of the verdict or reversal of the judgment. The Company may further seek to appeal the verdict to the extent the circuit court does not set it aside the judgment as a result of these motions. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $18.2 and $53.2 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of $18.2 million. While we cannot predict with any certainty the outcome of this litigation, its ultimate resolution could be significantly different from our estimate and materially affect our financial condition, results of operations and cash flows. The Company was plaintiff in a lawsuit that was filed on June 11, 2015 against, among others, Dalton Logistics, Inc. (“Dalton”) in the United States District Court for the Southern District of Texas. The Company was seeking approximately $1.9 million in damages from a debtor relating to unpaid freight charges. In response to the filing of the complaint, the shareholders of Dalton filed a counterclaim against the Company alleging that the Company, in connection with certain unrelated negotiations with the defendant, breached an alleged agreement to acquire Dalton. The respective claims proceeded to trial and, on July 21, 2017, a jury returned two separate verdicts: One in favor of Universal for $1.9 million, and a second in favor of the defendant for approximately $5.7 million. On October 30, 2017, the court entered a judgment against Universal for the $5.7 million, but ignored the $1.9 million jury award in favor of Universal. The Company believes this ruling was in error and further believes the jury erred in their findings of any damages against Universal, and therefore, the Company plans to appeal both the ruling and the verdict. The Company currently estimates the possible range of financial exposure in the matter to be between $0 and $5.7 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of $1.8 million. While we cannot predict with any certainty the outcome of this litigation, management does not believe the outcome will have a material adverse effect on our business, financial condition, results of operations or cash flows. On February 21, 2018, Ford Motor Company (“Ford”) filed suit against two of the Company’s subsidiaries and two related parties in state court in Oakland County, Michigan (the “Indemnity Action”). The complaint seeks a declaratory judgment that Universal and its co-defendants are required to indemnify Ford for damages sustained by Ford in a wrongful death lawsuit in Clay County, Missouri (the “Underlying Action”). In February 2018, a jury returned a verdict against Ford in the Underlying Action and awarded the decedent’s estate $76 million in damages. Universal believes that, under Michigan law and its agreement with Ford, Universal is not required to indemnify Ford for Ford’s own negligence that led to the jury verdict in the Underlying Action. Additionally, at the time of the incident that is the subject of the Underlying Action, Universal had in place insurance required by Ford providing for up to $3.0 million of coverage from a co-defendant. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage, to be between $0 and $73 million. Based on not only its knowledge of the facts associated with the Underlying Action and the Indemnity Action but also the opinions of its outside counsel, Universal has determined that a loss in the Indemnity Action is not probable and no accrual is necessary at this time. While the outcome of the Indemnity Action cannot be predicted with any certainty and management believes the Company will be successful in defending its position, the outcome could have material adverse effect on our business, financial position, results of operations and cash flows. The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in 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. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. (13) Commitments and Contingencies - continued At December 31, 2017, approximately 19% of our employees in the United States, Canada and Colombia, and 95% of our employees in Mexico are subject to collective bargaining agreements that are renegotiated periodically. None of the employees in the United States, Canada and Colombia are subject to contracts that expire in 2018. The contract for our Mexican employees expiring in 2018 is currently being negotiated. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (1 4 ) 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, 2017, 2016 and 2015, there were 2,922, zero and 2,273 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, 2017, 2016 and 2015, 2,500, 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. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | (1 5 ) Quarterly Financial Data (unaudited) 2017 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 284,442 $ 305,199 $ 313,001 $ 314,023 Operating income (loss) 9,169 6,417 (3,484 ) 13,112 Income (loss) before income taxes 7,001 4,400 (5,271 ) 11,011 Income tax (benefit) expense 2,683 1,661 (1,966 ) (13,390 ) Net income (loss) $ 4,318 $ 2,739 $ (3,305 ) $ 24,401 Earnings per common share: Basic $ 0.15 $ 0.10 $ (0.12 ) $ 0.86 Diluted $ 0.15 $ 0.10 $ (0.12 ) $ 0.86 Weighted average number of common shares outstanding: Basic 28,435 28,443 28,441 28,382 Diluted 28,435 28,443 28,444 28,390 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 Income tax expense 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 During the fourth quarter of 2017, the Company recognized an $18.2 million income tax benefit due to the Tax Cuts and Jobs Act |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 6 ) 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. The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 Transportation Logistics Other Total Operating revenues $ 750,302 $ 465,070 $ 1,293 $ 1,216,665 Eliminated inter-segment revenues (1,064 ) (8,095 ) — (9,159 ) Depreciation and amortization 17,661 29,136 198 46,995 Income from operations 14,512 10,597 105 25,214 Capital expenditures 12,330 50,597 433 63,360 Total assets 291,736 293,773 25,083 610,592 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 We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia. Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 1,179,115 $ 1,038,963 $ 1,090,683 Mexico 24,346 20,046 27,676 Canada 11,538 12,157 8,577 Colombia 1,666 1,585 1,837 Total $ 1,216,665 $ 1,072,751 $ 1,128,773 (16) Segment Reporting—continued Net long-lived property and equipment assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2017 2016 United States $ 245,070 $ 233,644 Mexico 21,725 12,188 Canada 389 431 Colombia 11 14 Total $ 267,195 $ 246,277 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (17) 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. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard will change the timing of revenue recognition from at delivery to over-time as the performance obligations on the in-transit services are completed. For our value-added service businesses, the adoption of the standard will not change the timing of revenue recognition. with a cumulative adjustment to retained earnings Due to the Company’s short in-transit period for transportation services, the impact did not have a significant impact on its results of operations, financial position or cash flows. The standard also requires additional disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is finalizing its evaluation of the impact of the required disclosures that will be effective in the first quarter 2018 and expects the disclosures to be enhanced. 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. The Company adopted this new standard effective January 1, 2018 using the modified retrospective method with a cumulative adjustment to retained earnings of approximately $3.8 million. 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. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. (17) Recent Accounting Pronouncements - continued 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. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (1 8 ) Subsequent Events On February 1, 2018, the Company acquired Fore Transportation, Inc., Fore Transport, Inc. and 4 Cargo, LLC (collectively, “Fore”), and APA Holdings, LLC (“Apa Holdings”). Fore provides comprehensive intermodal solutions, including local and regional drayage services. Apa Holdings owns and leases real property and improvements, including a 28-acre terminal that serves as Fore’s corporate headquarters and its secured trailer and container storage facility for 1,100 units. The total cash purchase price was $34.9 million, subject to customary post-closing adjustments. To fund the acquisition, the Company used available cash and borrowed approximately $31.3 million using its margin credit facility, revolving credit facility and secured real estate financing. The Company is in the process of finalizing the purchase accounting for this transaction. On February 22, 2018, 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 5, 2018 and is expected to be paid on March 15, 2018. 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, 2017 | |
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 consolidated financial statements in order for them to conform to the December 31, 2017 presentation, including the reclassification of revenue categories to reflect Universal’s service offering. These reclassifications had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets, or stockholders' equity as previously reported. |
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, 2017 and 2016, 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, 2017, 2016 and 2015, we received proceeds of $1.3 million, $0.9 million and $0.4 million from the sale of marketable securities with a combined cost of $0.3 million, $0.5 million and $0.1 million resulting in a realized gain of $0.9 million, $0.4 million and $0.3 million, respectively. We plan to adopt Accounting Standards Update (“ASU”) 2016-01 effective as of January 1, 2018. See Note 17 “Recent Accounting Pronouncements” for further information regarding the adoption. (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, 2017 Equity Securities $ 10,231 $ 5,390 $ (477 ) $ 15,144 At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 Included in equity securities at December 31, 2017 were securities with a book basis of $3.0 million and a cumulative loss position of $0.5 million, the impairment of which we consider to be temporary. Equity securities at December 31, 2016 included securities with a book basis of $3.5 million and temporary impairments of $0.6 million. 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, 2017 Equity securities $ 959 $ 84 $ 1,534 $ 393 $ 2,493 $ 477 At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 At December 31, 2017, 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 20 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, 2017. |
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 net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2017 2016 Raw materials and supplies $ 4,596 $ 7,077 Finished goods 746 1,540 $ 5,342 $ 8,617 |
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 $41.0 million, $29.2 million, and $25.8 million for the years ended December 31, 2017, 2016 and 2015, 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 useful lives of acquired trademarks are indefinite and, therefore, not subject to amortization. Our identifiable intangible assets as of December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 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 (56,901 ) (50,971 ) Intangible assets, net $ 28,759 $ 34,689 Total Identifiable Intangible Assets $ 31,259 $ 37,189 Estimated amortization expense by year is as follows (in thousands): 2018 $ 2,474 2019 2,265 2020 1,970 2021 1,959 2022 1,826 Thereafter 18,263 Total $ 28,759 The amounts recorded for amortization expense were $6.0 million, $7.5 million, and $9.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Goodwill | (j) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill At both December 31, 2017 and 2016, 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. (1) Summary of Significant Accounting Policies—continued |
Long-Lived Assets | (k) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. |
Contingent Consideration | (l) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. |
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 6 “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 truckload, brokerage, intermodal, dedicated and value-added services, and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis 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 $59.5 million, $50.9 million and $75.7 million for the years ended December 31, 2017, 2016 and 2015, 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. We adopted Accounting Standards Update (“ASU”) 2014-09 effective as of January 1, 2018, as further described in Note 17 “Recent Accounting Pronouncements”. The adoption of this standard will change the timing of revenue recognition for our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, from at delivery to over-time as the performance obligations on the in-transit services are completed. For our value-added service businesses, the adoption of the standard will not change the timing of revenue recognition. |
Insurance & Claims | (1) Summary of Significant Accounting Policies—continued (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 materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. |
Stock Based Compensation | (r) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 12 “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. See Note 8 “Income Taxes” for further information on the impact of the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”) signed into law on December 22, 2017. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2013. 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 2012 and 2011, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. |
Foreign Currency Translation | (t) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. |
Concentrations of Credit Risk | (1) Summary of Significant Accounting Policies—continued (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. (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, 2017, 2016 and 2015, aggregate sales in the automotive industry totaled 40%, 43% and 37% of revenue, respectively. In 2017, 2016 and 2015, General Motors accounted for approximately 16%, 18% and 11% of our total operating revenues, respectively. In 2017, sales to our top 10 customers, including General Motors, totaled 40%. |
Recent Accounting Pronouncements | 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. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard will change the timing of revenue recognition from at delivery to over-time as the performance obligations on the in-transit services are completed. For our value-added service businesses, the adoption of the standard will not change the timing of revenue recognition. with a cumulative adjustment to retained earnings Due to the Company’s short in-transit period for transportation services, the impact did not have a significant impact on its results of operations, financial position or cash flows. The standard also requires additional disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company is finalizing its evaluation of the impact of the required disclosures that will be effective in the first quarter 2018 and expects the disclosures to be enhanced. 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. The Company adopted this new standard effective January 1, 2018 using the modified retrospective method with a cumulative adjustment to retained earnings of approximately $3.8 million. 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. This update is effective for annual and interim periods beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 using a modified retrospective approach. Early adoption is permitted, although we do not plan to adopt early. Recent Accounting Pronouncements - continued 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. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Equity Securities $ 10,231 $ 5,390 $ (477 ) $ 15,144 At December 31, 2016 Equity Securities $ 10,168 $ 4,780 $ (589 ) $ 14,359 |
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, 2017 Equity securities $ 959 $ 84 $ 1,534 $ 393 $ 2,493 $ 477 At December 31, 2016 Equity securities $ 426 $ 41 $ 2,438 $ 548 $ 2,864 $ 589 |
Schedule of Inventories | At December 31, inventory consists of the following (in thousands): 2017 2016 Raw materials and supplies $ 4,596 $ 7,077 Finished goods 746 1,540 $ 5,342 $ 8,617 |
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, 2017 and 2016 are as follows (in thousands): 2017 2016 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 (56,901 ) (50,971 ) Intangible assets, net $ 28,759 $ 34,689 Total Identifiable Intangible Assets $ 31,259 $ 37,189 |
Estimated Amortization Expense by Year | Estimated amortization expense by year is as follows (in thousands): 2018 $ 2,474 2019 2,265 2020 1,970 2021 1,959 2022 1,826 Thereafter 18,263 Total $ 28,759 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Balance at beginning of year $ 1,613 $ 5,173 $ 5,207 Provision for doubtful accounts 1,533 3,099 3,004 Uncollectible accounts written off (1,816 ) (6,659 ) (3,038 ) Balance at end of year $ 1,330 $ 1,613 $ 5,173 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 consists of the following (in thousands): 2017 2016 Transportation equipment $ 236,667 $ 214,046 Land, buildings and related assets 102,977 96,549 Other operating assets 105,434 77,252 Information technology equipment 23,985 19,520 Construction in process 3,903 20,204 472,966 427,571 Less accumulated depreciation (205,771 ) (181,294 ) Total $ 267,195 $ 246,277 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following items at December 31 (in thousands): 2017 2016 Payroll related items $ 9,854 $ 8,379 Driver escrow liabilities 8,071 7,601 Commissions, taxes and other 6,204 3,785 Total $ 24,129 $ 19,765 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2017 2017 2016 Outstanding Debt: ABL Facility (1) 2.86% to 5.00% $ 70,225 $ 71,600 Westport Facility (2) Term Loan 4.36% 22,500 34,000 Revolver NA — 3,000 Equipment Financing (3) 3.18% to 4.22% 112,205 104,607 Real Estate Financing (4) 3.82% 44,309 49,643 Margin Facility (5) NA — — Unamortized debt issuance costs (1,261 ) (1,583 ) 247,978 261,267 Less current portion of long-term debt 40,870 34,455 Total long-term debt, net of current portion $ 207,108 $ 226,812 (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, 2017, we were in compliance with all covenants under the Facility, and $32.0 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, 2017, we were in compliance with all covenants, and $10.5 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 and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.22%. At December 31, 2017, we were in compliance with all covenants. (5) Debt—continued (4) The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2017, 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, 2017 or 2016, and the maximum available borrowings under the line of credit were $8.9 million and $7.0 million, respectively. |
Summary of Maturities of Principal Repayment Obligations | The following table reflects the maturities of our principal repayment obligations as of December 31, 2017 (in thousands): Years Ending December 31 ABL Facility Westport Facility - Term Loan Westport Facility - Revolver Equipment Financing Real Estate Financing Total 2018 $ — $ 6,000 $ — $ 30,188 $ 5,017 $ 41,205 2019 — 6,000 — 31,293 5,176 42,469 2020 70,225 10,500 — 32,313 5,176 118,214 2021 — — — 12,909 5,176 18,085 2022 — — — 5,502 5,175 10,677 Thereafter — — — — 18,589 18,589 Total $ 70,225 $ 22,500 $ — $ 112,205 $ 44,309 $ 249,239 |
Fair Value Measurement and Di34
Fair Value Measurement and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 75 $ — $ — $ 75 Marketable securities 15,144 — — 15,144 Interest rate swaps — 260 — 260 Total Assets $ 15,219 $ 260 $ — $ 15,479 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 |
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, 2017 is summarized as follows: 2017 Carrying Value Estimated Fair Value Equipment promissory notes $ 112,205 $ 112,115 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 2015 Administrative support services $ 2,771 $ 2,638 $ 3,234 Truck fuel, tolls and maintenance 2,652 2,656 2,523 Real estate rent and related costs 17,046 17,174 13,174 Insurance and employee benefit plans 55,995 44,548 46,173 Contracted transportation services 35 233 969 Total $ 78,499 $ 67,249 $ 66,073 |
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): 2017 2016 2015 Purchased transportation and equipment rent $ 1,100 $ 1,090 $ 400 Fueling, maintenance and other support services — — 158 Total $ 1,100 $ 1,090 $ 558 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Operations U.S. Domestic $ 28,360 $ 40,172 $ 62,781 Foreign (11,219 ) (767 ) 2,224 Total pre-tax income $ 17,141 $ 39,405 $ 65,005 |
Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations | The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2017 2016 2015 Current: U.S. Federal $ 5,394 $ 7,432 $ 19,544 State 2,227 748 4,469 Foreign 688 284 449 8,309 8,464 24,462 Deferred: U.S. Federal (14,264 ) 6,521 1,183 State (1,113 ) 140 (730 ) Foreign (3,944 ) 36 89 (19,321 ) 6,697 542 Total $ (11,012 ) $ 15,161 $ 25,004 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2017 2016 Domestic deferred tax assets: Allowance for doubtful accounts $ 323 $ 633 Other assets 2,694 2,792 Accrued expenses 6,622 5,384 Total domestic deferred tax assets $ 9,639 $ 8,809 Domestic deferred tax liabilities: Prepaid expenses $ 1,002 $ 144 Marketable securities 1,153 1,613 Intangible assets 7,894 13,341 Property and equipment 31,951 41,530 Total domestic deferred tax liabilities $ 42,000 $ 56,628 Net domestic deferred tax liabilities $ 32,361 $ 47,819 Foreign deferred tax assets Net operating losses $ 3,636 $ 407 Other assets 928 164 Valuation allowance - foreign (410 ) (407 ) Total foreign deferred tax asset $ 4,154 $ 164 Net deferred tax liability $ 28,207 $ 47,655 |
Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates | (8) Income Taxes—continued Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2017 2016 2015 Federal statutory rate 35 % 35 % 35 % Change in tax law -106 % 0 % 0 % Non-deductible expense 2 % 0 % 0 % State, net of federal benefit 4 % 2 % 4 % Foreign 1 % 1 % -1 % Effective tax rate -64 % 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): 2017 2016 2015 Unrecognized tax benefit – beginning of year $ 416 $ 333 $ 414 Increases related to prior year tax positions 22 24 42 Increases related to current year tax positions 9 95 6 Decreases related to prior year tax positions (80 ) (36 ) (129 ) Unrecognized tax benefit – end of year $ 367 $ 416 $ 333 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule Of Future Minimum Rental Payments For 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, 2017 are as follows (in thousands): Years Ending December 31 With Affiliates With Third Parties Total 2018 $ 12,800 $ 10,108 $ 22,908 2019 9,578 8,534 18,112 2020 6,826 3,276 10,102 2021 5,480 511 5,991 2022 3,919 — 3,919 Thereafter 10,815 — 10,815 Total required payments $ 49,418 $ 22,429 $ 71,847 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Components of Comprehensive Income | Comprehensive income includes the following for the years ended December 31 (in thousands): 2017 2016 2015 Unrealized holding (losses) gains on available-for-sale securities arising during the period: Gross amount $ 1,645 $ 1,787 $ (1,597 ) Income tax (expense) benefit 38 (645 ) 582 Net of tax amount $ 1,683 $ 1,142 $ (1,015 ) Realized (gains) on available-for-sale securities reclassified into income: Realized gains on sales of available-for-sale securities $ (923 ) $ (412 ) $ (347 ) Other-than-temporary impairment losses — — 230 Total before tax (923 ) (412 ) (117 ) Income tax expense 384 148 45 Net of tax amount $ (539 ) $ (264 ) $ (72 ) Unrealized holding gains on interest rate swaps arising during the period: Gross amount $ 99 $ 161 $ — Income tax expense (1 ) (62 ) — Net of tax amount $ 98 $ 99 $ — Foreign currency translation adjustments $ 672 $ (1,161 ) $ (2,252 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, and changes during the year ended December 31, 2017, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 45,000 $ 17.75 Granted 10,000 $ 13.45 Vested (23,750 ) $ 17.41 Forfeited — $ — Balance at December 31, 2017 31,250 $ 16.63 |
Quarterly Financial Data (una40
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | 2017 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 284,442 $ 305,199 $ 313,001 $ 314,023 Operating income (loss) 9,169 6,417 (3,484 ) 13,112 Income (loss) before income taxes 7,001 4,400 (5,271 ) 11,011 Income tax (benefit) expense 2,683 1,661 (1,966 ) (13,390 ) Net income (loss) $ 4,318 $ 2,739 $ (3,305 ) $ 24,401 Earnings per common share: Basic $ 0.15 $ 0.10 $ (0.12 ) $ 0.86 Diluted $ 0.15 $ 0.10 $ (0.12 ) $ 0.86 Weighted average number of common shares outstanding: Basic 28,435 28,443 28,441 28,382 Diluted 28,435 28,443 28,444 28,390 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 Income tax expense 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 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 2016 and 2015 (in thousands): 2017 Transportation Logistics Other Total Operating revenues $ 750,302 $ 465,070 $ 1,293 $ 1,216,665 Eliminated inter-segment revenues (1,064 ) (8,095 ) — (9,159 ) Depreciation and amortization 17,661 29,136 198 46,995 Income from operations 14,512 10,597 105 25,214 Capital expenditures 12,330 50,597 433 63,360 Total assets 291,736 293,773 25,083 610,592 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 |
Revenues Attributed to Geographic Areas | Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2017 2016 2015 United States $ 1,179,115 $ 1,038,963 $ 1,090,683 Mexico 24,346 20,046 27,676 Canada 11,538 12,157 8,577 Colombia 1,666 1,585 1,837 Total $ 1,216,665 $ 1,072,751 $ 1,128,773 |
Net Long-Lived Property and Equipment Assets by Geographic Areas | (16) Segment Reporting—continued Net long-lived property and equipment assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2017 2016 United States $ 245,070 $ 233,644 Mexico 21,725 12,188 Canada 389 431 Colombia 11 14 Total $ 267,195 $ 246,277 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)CompanySegment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
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 | 3,000,000 | 3,500,000 | ||
Temporary impairment loss of equity securities | $ 500,000 | 600,000 | ||
Number of investments in publicly traded companies | Company | 20 | |||
Depreciation expense | $ 41,000,000 | 29,200,000 | $ 25,800,000 | |
Amounts recorded for amortization expense | 6,000,000 | 7,500,000 | 9,200,000 | |
Goodwill impairment loss recognized | $ 0 | |||
Goodwill | $ 74,484,000 | 74,484,000 | ||
Deferred compensation bonus annual installments | 5 years | |||
Fuel surcharges | $ 59,500,000 | $ 50,900,000 | $ 75,700,000 | |
Number of reportable segments | Segment | 2 | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 40.00% | 43.00% | 37.00% | |
General Motors [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 16.00% | 18.00% | 11.00% | |
Top Ten Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 40.00% | |||
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 | ||
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 Accoun43
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, 2017 | Dec. 31, 2016 |
Investments Debt And Equity Securities [Abstract] | ||
Equity Securities, Cost | $ 10,231 | $ 10,168 |
Equity Securities, Gross unrealized holding gains | 5,390 | 4,780 |
Equity Securities, Gross unrealized holding (losses) | (477) | (589) |
Equity Securities, Fair Value | $ 15,144 | $ 14,359 |
Summary of Significant Accoun44
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, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Equity securities, Less than 12 Months Fair Value | $ 959 | $ 426 |
Equity securities, Less than 12 Months Unrealized Losses | 84 | 41 |
Equity securities, 12 Months or Greater Fair Value | 1,534 | 2,438 |
Equity securities, 12 Months or Greater Unrealized Losses | 393 | 548 |
Equity securities, Total, Fair Value | 2,493 | 2,864 |
Equity securities, Total, Unrealized Losses | $ 477 | $ 589 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Raw materials and supplies | $ 4,596 | $ 7,077 |
Finished goods | 746 | 1,540 |
Inventory, Net | $ 5,342 | $ 8,617 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
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 Accoun47
Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (56,901) | $ (50,971) |
Intangible assets, net | 28,759 | 34,689 |
Total Identifiable Intangible Assets | 31,259 | 37,189 |
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 Accoun48
Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
2,018 | $ 2,474 | |
2,019 | 2,265 | |
2,020 | 1,970 | |
2,021 | 1,959 | |
2,022 | 1,826 | |
Thereafter | 18,263 | |
Intangible assets, net | $ 28,759 | $ 34,689 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | ||
Total unbilled receivables | $ 26.2 | $ 16.4 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 1,613 | $ 5,173 | $ 5,207 |
Provision for doubtful accounts | 1,533 | 3,099 | 3,004 |
Uncollectible accounts written off | (1,816) | (6,659) | (3,038) |
Balance at end of year | $ 1,330 | $ 1,613 | $ 5,173 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 472,966 | $ 427,571 |
Less accumulated depreciation | (205,771) | (181,294) |
Total | 267,195 | 246,277 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 236,667 | 214,046 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 102,977 | 96,549 |
Other operating assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 105,434 | 77,252 |
Information technology equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 23,985 | 19,520 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 3,903 | $ 20,204 |
Accrued Expenses and Other Cu52
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Payroll related items | $ 9,854 | $ 8,379 |
Driver escrow liabilities | 8,071 | 7,601 |
Commissions, taxes and other | 6,204 | 3,785 |
Total | $ 24,129 | $ 19,765 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Outstanding Debt: | |||
Unamortized debt issuance costs | $ (1,261) | $ (1,583) | |
Outstanding Debt | 247,978 | 261,267 | |
Less current portion of long-term debt | 40,870 | 34,455 | |
Total long-term debt, net of current portion | 207,108 | 226,812 | |
ABL Facility [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 70,225 | 71,600 |
ABL Facility [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [1] | 2.86% | |
ABL Facility [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [1] | 5.00% | |
Westport Facility Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 22,500 | 34,000 |
Credit facility, Interest Rates | [2] | 4.36% | |
Westport Facility Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | 3,000 | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 112,205 | 104,607 |
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] | 4.22% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [4] | $ 44,309 | $ 49,643 |
Credit facility, Interest Rates | [4] | 3.82% | |
[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, 2017, we were in compliance with all covenants under the Facility, and $32.0 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, 2017, we were in compliance with all covenants, and $10.5 million was available for borrowing. | ||
[3] | The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.22%. At December 31, 2017, we were in compliance with all covenants. | ||
[4] | The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2017, we were in compliance with all covenants. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Installment | Dec. 31, 2016USD ($) | ||
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 | $ 32,000,000 | ||
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 | $ 10,500,000 | ||
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] | 4.22% | |
Real Estate Financing [Member] | Secured Debt | |||
Debt Instrument [Line Items] | |||
Description of variable rate basis | LIBOR plus 2.25% | ||
Debt instrument payable number of monthly installments | Installment | 120 | ||
Real Estate Financing [Member] | Secured Debt | 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 | $ 8,900,000 | $ 7,000,000 | |
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 and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 4.22%. At December 31, 2017, 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, 2017USD ($) |
Debt Maturities [Line Items] | |
2,018 | $ 41,205 |
2,019 | 42,469 |
2,020 | 118,214 |
2,021 | 18,085 |
2,022 | 10,677 |
Thereafter | 18,589 |
Total | 249,239 |
ABL Facility [Member] | |
Debt Maturities [Line Items] | |
2,020 | 70,225 |
Total | 70,225 |
Westport Facility Term Loan [Member] | |
Debt Maturities [Line Items] | |
2,018 | 6,000 |
2,019 | 6,000 |
2,020 | 10,500 |
Total | 22,500 |
Equipment Financing [Member] | |
Debt Maturities [Line Items] | |
2,018 | 30,188 |
2,019 | 31,293 |
2,020 | 32,313 |
2,021 | 12,909 |
2,022 | 5,502 |
Total | 112,205 |
Real Estate Financing [Member] | |
Debt Maturities [Line Items] | |
2,018 | 5,017 |
2,019 | 5,176 |
2,020 | 5,176 |
2,021 | 5,176 |
2,022 | 5,175 |
Thereafter | 18,589 |
Total | $ 44,309 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($)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% |
Fair value asset of swap agreement | $ 300,000 |
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 Measurement and Di57
Fair Value Measurement and Disclosures - Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 15,144 | $ 14,359 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 75 | 4 |
Marketable securities | 15,144 | 14,359 |
Interest rate swaps | 260 | 161 |
Total Assets | 15,479 | 14,524 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 75 | 4 |
Marketable securities | 15,144 | 14,359 |
Total Assets | 15,219 | 14,363 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 260 | 161 |
Total Assets | $ 260 | $ 161 |
Fair Value Measurement and Di58
Fair Value Measurement and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Dec. 31, 2017USD ($) |
Carrying Reported Amount Fair Value Disclosure [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 112,205 |
Estimate of Fair Value Measurement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 112,115 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 78,499 | $ 67,249 | $ 66,073 |
Administrative support services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 2,771 | 2,638 | 3,234 |
Truck fuel, tolls and maintenance [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 2,652 | 2,656 | 2,523 |
Real estate rent and related costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 17,046 | 17,174 | 13,174 |
Insurance and employee benefit plans [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 55,995 | 44,548 | 46,173 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 35 | $ 233 | $ 969 |
Transactions with Affiliates 60
Transactions with Affiliates - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)FacilityTractorshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Occupancy of facilities either on monthly or contractual basis | Facility | 36 | ||
Insurance, claims and other receivables | $ 10,100,000 | $ 8,700,000 | |
Due to affiliates | 11,964,000 | 4,597,000 | |
Amounts paid for legal services | 1,400 | 0 | $ 1,500 |
Due from affiliates | 2,685,000 | 2,513,000 | |
Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of real property improvements | 1,000,000 | ||
Affiliates [Member] | Wheels and Tires [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | 2,100,000 | 2,300,000 | |
Affiliates [Member] | Used Tractors [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | $ 1,800,000 | ||
Number of used tractors purchased | Tractor | 64 | ||
Affiliates [Member] | Revenue Equipment [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | 200,000 | ||
Director [Member] | Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares acquisition by exercise right of first refusal , Shares | shares | 17,500 | ||
Shares acquisition by exercise right of first refusal , Value | $ 385,000 | ||
Crown Enterprises, Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Business acquisition purchase price | $ 22,500,000 |
Transactions with Affiliates 61
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 1,100 | $ 1,090 | $ 558 |
Purchased Transportation And Equipment Rent [Member] | |||
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 1,100 | $ 1,090 | 400 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 17,141 | $ 39,405 | $ 65,005 |
U.S. Domestic [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | 28,360 | 40,172 | 62,781 |
Foreign [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ (11,219) | $ (767) | $ 2,224 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||||||||||
U.S. Federal | $ 5,394 | $ 7,432 | $ 19,544 | ||||||||
State | 2,227 | 748 | 4,469 | ||||||||
Foreign | 688 | 284 | 449 | ||||||||
Current income taxes provision, Total | 8,309 | 8,464 | 24,462 | ||||||||
Deferred: | |||||||||||
U.S. Federal | (14,264) | 6,521 | 1,183 | ||||||||
State | (1,113) | 140 | (730) | ||||||||
Foreign | (3,944) | 36 | 89 | ||||||||
Deferred income taxes provision, Total | (19,321) | 6,697 | 542 | ||||||||
Total | $ (13,390) | $ (1,966) | $ 1,661 | $ 2,683 | $ 1,687 | $ 3,122 | $ 5,724 | $ 4,628 | $ (11,012) | $ 15,161 | $ 25,004 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||
Federal statutory rate | 35.00% | 35.00% | 35.00% | ||
Provisional tax benefit | $ 18,200 | ||||
Unrecognized tax benefit in certain tax positions | 367 | $ 416 | $ 333 | $ 414 | |
Accrued interest | 100 | ||||
Accrued penalties | 100 | ||||
Foreign [Member] | Mexican Subsidiary [Member] | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforward with tax effect | $ 3,200 | ||||
Operating loss carryforwards expire year | 2,027 | ||||
Foreign [Member] | German Subsidiary [Member] | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforward with tax effect | $ 400 | ||||
Scenario Plan [Member] | |||||
Income Taxes [Line Items] | |||||
Federal statutory rate | 21.00% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Domestic deferred tax liabilities: | ||
Net deferred tax liability | $ 28,207 | $ 47,655 |
U.S. Domestic [Member] | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | 323 | 633 |
Other assets | 2,694 | 2,792 |
Accrued expenses | 6,622 | 5,384 |
Deferred tax assets | 9,639 | 8,809 |
Domestic deferred tax liabilities: | ||
Prepaid expenses | 1,002 | 144 |
Marketable securities | 1,153 | 1,613 |
Intangible assets | 7,894 | 13,341 |
Property and equipment | 31,951 | 41,530 |
Deferred tax liabilities | 42,000 | 56,628 |
Net deferred tax liability | 32,361 | 47,819 |
Foreign [Member] | ||
Deferred tax assets: | ||
Net operating losses | 3,636 | 407 |
Other assets | 928 | 164 |
Valuation allowance - foreign | (410) | (407) |
Deferred tax assets | $ 4,154 | $ 164 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Change in tax law | (106.00%) | 0.00% | 0.00% |
Non-deductible expense | 2.00% | 0.00% | 0.00% |
State, net of federal benefit | 4.00% | 2.00% | 4.00% |
Foreign | 1.00% | 1.00% | (1.00%) |
Effective tax rate | (64.00%) | 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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit - beginning of year | $ 416 | $ 333 | $ 414 |
Increases related to prior year tax positions | 22 | 24 | 42 |
Increases related to current year tax positions | 9 | 95 | 6 |
Decreases related to prior year tax positions | (80) | (36) | (129) |
Unrecognized tax benefit - end of year | $ 367 | $ 416 | $ 333 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases Future Minimum Payments Due [Line Items] | |
Total required payments | $ 71,800 |
2,018 | 22,908 |
2,019 | 18,112 |
2,020 | 10,102 |
2,021 | 5,991 |
2,022 | 3,919 |
Thereafter | 10,815 |
Total required payments | 71,847 |
With Affiliates [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
2,018 | 12,800 |
2,019 | 9,578 |
2,020 | 6,826 |
2,021 | 5,480 |
2,022 | 3,919 |
Thereafter | 10,815 |
Total required payments | 49,418 |
With Third Parties [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
2,018 | 10,108 |
2,019 | 8,534 |
2,020 | 3,276 |
2,021 | 511 |
2,022 | 0 |
Thereafter | 0 |
Total required payments | $ 22,429 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Rental expense for facilities, vehicles and other equipment leased from third parties | $ 17.9 | $ 20.2 | $ 19.2 |
Comprehensive Income - Componen
Comprehensive Income - Components of Comprehensive Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized holding (losses) gains on available-for-sale securities, Gross amount | $ 1,645 | $ 1,787 | $ (1,597) |
Unrealized holding gains (losses) on available-for-sale securities, Income tax (expense) benefit | 38 | (645) | 582 |
Unrealized holding (losses) gains on available-for-sale investments, Net of tax amount | 1,683 | 1,142 | (1,015) |
Realized (gains) on sales of available-for-sale securities | (923) | (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 | (923) | (412) | (117) |
Realized (gains) on available-for-sale securities reclassified into income, Income tax expense | 384 | 148 | 45 |
Realized (gains) on available-for-sale securities reclassified into income, Net of tax amount | (539) | (264) | (72) |
Unrealized holding gains on interest rate swaps, Gross amount | 99 | 161 | |
Unrealized holding gains on interest rate swaps, Income tax expense | (1) | (62) | |
Unrealized holding gains on interest rate swaps, Net of tax amount | 98 | 99 | |
Foreign currency translation adjustments | $ 672 | $ (1,161) | $ (2,252) |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)Employee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2008USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Pension plan contribution | $ 600 | |||
Expense of retirement plans | $ 500,000 | $ 500,000 | $ 200,000 | |
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 | $ 41,000 | $ 31,000 | ||
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 ($) | Feb. 22, 2017 | Feb. 24, 2016 | Dec. 23, 2015 | Apr. 29, 2015 | Mar. 05, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock grants vested | 25.00% | |||||||
Total fair value of shares vested | $ 414,000 | $ 571,000 | $ 494,000 | |||||
Total unrecognized compensation cost | 520,000 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2018 | 413,000 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2019 | 73,000 | |||||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2020 | $ 34,000 | |||||||
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% | |||||||
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% | 25.00% | ||||
Restricted Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares of restricted stock granted | 50,000 | 10,000 | ||||||
Restricted stock grant date fair value per share | $ 14.93 | $ 13.45 | ||||||
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 | 10,000 | 10,000 | 20,000 | 10,000 | |||
Restricted stock grant date fair value per share | $ 13.45 | $ 15.55 | $ 22.03 | $ 25.18 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - Restricted Stock [Member] - $ / shares | Dec. 23, 2015 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Nonvested, Beginning Balance | 45,000 | |
Shares, Granted | 50,000 | 10,000 |
Shares, Vested | (23,750) | |
Shares, Ending Balance | 31,250 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 17.75 | |
Weighted Average Grant Date Fair Value, Granted | $ 14.93 | 13.45 |
Weighted Average Grant Date Fair Value, Vested | 17.41 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 16.63 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 21, 2018USD ($)DefendantCoDefendant | Oct. 30, 2017USD ($) | Oct. 16, 2017USD ($) | Jul. 21, 2017USD ($) | Feb. 28, 2018USD ($) | Dec. 31, 2017USD ($)Employee |
Concentration Risk [Line Items] | ||||||
Accrual insurance and claims | $ 1,800,000 | |||||
Lawsuit filing date | June 11, 2015 | |||||
Damages sought from debtor relating to unpaid freight charges | $ 1,900,000 | |||||
Loss contingency damages value ignored | $ 1,900,000 | |||||
United States, Canada and Colombia [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues from major customers | 19.00% | |||||
Number of employees subject to contracts that expire in 2018 | Employee | 0 | |||||
Mexico [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues from major customers | 95.00% | |||||
Damages from Debtor Relating to Unpaid Freight Charges [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Damages awarded value | $ 1,900,000 | |||||
Dalton Logistics, Inc [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Loss contingency damages awarded value to defendant | $ 5,700,000 | $ 5,700,000 | ||||
Denton v. UACL, et al [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Loss contingency damages awarded value to defendant | $ 54,200,000 | |||||
Verdict compensatory damages | 19,200,000 | |||||
Verdict punitive damages | 35,000,000 | |||||
Insurance coverage available for reimbursement | 1,000,000 | |||||
Accrual insurance and claims | 18,200,000 | |||||
Ford Motor Company [Member] | Indemnity Action [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Damages awarded value | $ 76,000,000 | |||||
Loss contingency accrual | $ 0 | |||||
Ford Motor Company [Member] | Indemnity Action [Member] | Subsidiaries [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Loss contingency number of defendants | Defendant | 2 | |||||
Ford Motor Company [Member] | Other Parties | Indemnity Action [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Loss contingency number of co-defendants | CoDefendant | 2 | |||||
Minimum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | $ 0 | |||||
Minimum [Member] | Denton v. UACL, et al [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | 18,200,000 | |||||
Minimum [Member] | Ford Motor Company [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | $ 0 | |||||
Maximum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | $ 5,700,000 | |||||
Maximum [Member] | Denton v. UACL, et al [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | $ 53,200,000 | |||||
Maximum [Member] | Ford Motor Company [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Estimated possible range of financial exposure | 73,000,000 | |||||
Maximum [Member] | Ford Motor Company [Member] | Other Party [Member] | Insurance and claims [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Loss contingency damages awarded value to defendant | $ 3,000,000 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Weighted average non-vested shares of restricted shares | 2,922 | 0 | 2,273 |
Antidilutive securities excluded from computation of earnings per share, amount | 2,500 | 45,000 | 30,725 |
Quarterly Financial Data (Una76
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, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenue | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 1,216,665 | $ 1,072,751 | $ 1,128,773 |
Operating income (loss) | 13,112 | (3,484) | 6,417 | 9,169 | 5,849 | 10,027 | 16,774 | 13,930 | 25,214 | 46,580 | 73,395 |
Income (loss) before income taxes | 11,011 | (5,271) | 4,400 | 7,001 | 4,410 | 8,119 | 14,771 | 12,105 | |||
Income tax (benefit) expense | (13,390) | (1,966) | 1,661 | 2,683 | 1,687 | 3,122 | 5,724 | 4,628 | (11,012) | 15,161 | 25,004 |
Net income | $ 24,401 | $ (3,305) | $ 2,739 | $ 4,318 | $ 2,723 | $ 4,997 | $ 9,047 | $ 7,477 | $ 28,153 | $ 24,244 | $ 40,001 |
Earnings per common share: | |||||||||||
Basic | $ 0.86 | $ (0.12) | $ 0.10 | $ 0.15 | $ 0.10 | $ 0.18 | $ 0.32 | $ 0.26 | $ 0.99 | $ 0.85 | $ 1.37 |
Diluted | $ 0.86 | $ (0.12) | $ 0.10 | $ 0.15 | $ 0.10 | $ 0.18 | $ 0.32 | $ 0.26 | $ 0.99 | $ 0.85 | $ 1.37 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 28,382 | 28,441 | 28,443 | 28,435 | 28,415 | 28,413 | 28,414 | 28,402 | 28,425 | 28,411 | 29,233 |
Diluted | 28,390 | 28,444 | 28,443 | 28,435 | 28,415 | 28,413 | 28,414 | 28,402 | 28,428 | 28,411 | 29,235 |
Quarterly Financial Data (Una77
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data - Additional Information (Detail) $ in Millions | 3 Months Ended |
Dec. 31, 2017USD ($) | |
Quarterly Financial Information Disclosure [Abstract] | |
Income tax benefit due to Tax Cuts and Jobs Act | $ (18.2) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Segment | |
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, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 1,216,665 | $ 1,072,751 | $ 1,128,773 |
Depreciation and amortization | 46,995 | 36,702 | 34,873 | ||||||||
Income from operations | 13,112 | $ (3,484) | $ 6,417 | $ 9,169 | 5,849 | $ 10,027 | $ 16,774 | $ 13,930 | 25,214 | 46,580 | 73,395 |
Capital expenditures | 63,360 | 101,009 | 26,257 | ||||||||
Total assets | 610,592 | 570,457 | 610,592 | 570,457 | 503,155 | ||||||
Operating Segments [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 750,302 | 656,496 | 721,437 | ||||||||
Depreciation and amortization | 17,661 | 13,459 | 11,153 | ||||||||
Income from operations | 14,512 | 22,399 | 28,683 | ||||||||
Capital expenditures | 12,330 | 9,464 | 2,034 | ||||||||
Total assets | 291,736 | 252,164 | 291,736 | 252,164 | 219,759 | ||||||
Operating Segments [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 465,070 | 414,948 | 406,822 | ||||||||
Depreciation and amortization | 29,136 | 23,064 | 23,565 | ||||||||
Income from operations | 10,597 | 27,653 | 43,848 | ||||||||
Capital expenditures | 50,597 | 91,045 | 23,797 | ||||||||
Total assets | 293,773 | 292,227 | 293,773 | 292,227 | 253,429 | ||||||
Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,293 | 1,307 | 514 | ||||||||
Depreciation and amortization | 198 | 179 | 155 | ||||||||
Income from operations | 105 | (3,472) | 864 | ||||||||
Capital expenditures | 433 | 500 | 426 | ||||||||
Total assets | $ 25,083 | $ 26,066 | 25,083 | 26,066 | 29,967 | ||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (9,159) | (9,378) | (9,829) | ||||||||
Intersegment Eliminations [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (1,064) | (1,896) | (3,659) | ||||||||
Intersegment Eliminations [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ (8,095) | $ (7,482) | $ (6,170) |
Segment Reporting - Revenues At
Segment Reporting - Revenues Attributed to Geographic Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jul. 02, 2016 | Apr. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 264,051 | $ 271,493 | $ 276,813 | $ 260,394 | $ 1,216,665 | $ 1,072,751 | $ 1,128,773 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,179,115 | 1,038,963 | 1,090,683 | ||||||||
Mexico [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 24,346 | 20,046 | 27,676 | ||||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 11,538 | 12,157 | 8,577 | ||||||||
Colombia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 1,666 | $ 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, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | $ 267,195 | $ 246,277 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 245,070 | 233,644 |
Mexico [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 21,725 | 12,188 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 389 | 431 |
Colombia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | $ 11 | $ 14 |
Recent Accounting Pronounceme82
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Millions | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Disclose of operating lease obligations | $ 71.8 | |
ASU 2016-01 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
New accounting pronouncement retrospective method with cumulative adjustment to retained earnings | $ 3.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Millions | Feb. 22, 2018$ / shares | Feb. 01, 2018USD ($)aUnit | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares |
Subsequent Event [Line Items] | |||||
Quarterly cash dividend declared per common stock | $ / shares | $ 0.28 | $ 0.28 | $ 0.28 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends payable, date declared | Feb. 22, 2018 | ||||
Quarterly cash dividend declared per common stock | $ / shares | $ 0.07 | ||||
Dividends payable, recorded date | Mar. 5, 2018 | ||||
Dividends payable, date to be paid | Mar. 15, 2018 | ||||
Subsequent Event [Member] | Fore [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition date of acquisition | Feb. 1, 2018 | ||||
Subsequent Event [Member] | Apa Holdings [Member] | |||||
Subsequent Event [Line Items] | |||||
Business acquisition date of acquisition | Feb. 1, 2018 | ||||
Area of land | a | 28 | ||||
Number of container storage facility units | Unit | 1,100 | ||||
Subsequent Event [Member] | Fore and Apa Holdings [Member] | |||||
Subsequent Event [Line Items] | |||||
Total cash purchase price | $ | $ 34.9 | ||||
Amount borrowed using margin credit facility, revolving credit facility and secured real estate financing | $ | $ 31.3 |