Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ULH | ||
Entity Registrant Name | Universal Logistics Holdings, Inc. | ||
Entity Central Index Key | 0001308208 | ||
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 Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 28,378,827 | ||
Entity Public Float | $ 216.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 5,727 | $ 1,672 |
Marketable securities | 9,333 | 15,144 |
Accounts receivable – net of allowance for doubtful accounts of $1,772 and $1,330, respectively | 215,991 | 171,036 |
Other receivables | 19,130 | 17,511 |
Prepaid expenses and other | 19,830 | 16,103 |
Due from affiliates | 5,247 | 2,685 |
Prepaid income taxes | 4,515 | |
Total current assets | 275,258 | 228,666 |
Property and equipment, net | 303,234 | 267,195 |
Goodwill | 145,152 | 74,484 |
Intangible assets – net of accumulated amortization of $62,624 and $56,901, respectively | 113,775 | 31,259 |
Deferred income taxes | 2,549 | 4,154 |
Other assets | 3,179 | 4,834 |
Total assets | 843,147 | 610,592 |
Current liabilities: | ||
Accounts payable | 92,019 | 84,380 |
Due to affiliates | 17,764 | 11,964 |
Accrued expenses and other current liabilities | 25,126 | 24,129 |
Insurance and claims | 31,679 | 37,727 |
Income taxes payable | 2,678 | |
Current portion of long-term debt | 51,903 | 40,870 |
Total current liabilities | 221,169 | 199,070 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 348,549 | 207,108 |
Deferred income taxes | 59,228 | 32,361 |
Other long-term liabilities | 4,902 | 3,288 |
Total long-term liabilities | 412,679 | 242,757 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,965,452 and 30,941,702 shares issued; 28,378,827 and 28,382,392 shares outstanding, respectively | 30,967 | 30,943 |
Paid-in capital | 4,230 | 3,841 |
Treasury stock, at cost; 2,586,625 and 2,559,310 shares, respectively | (52,462) | (51,532) |
Retained earnings | 231,525 | 186,226 |
Accumulated other comprehensive income (loss): | ||
Unrealized holding gain on available-for-sale securities, net of income taxes of $0 and $1,090, respectively | 3,823 | |
Interest rate swaps, net of income taxes of $94 and $63, respectively | 298 | 197 |
Foreign currency translation adjustments | (5,259) | (4,733) |
Total shareholders’ equity | 209,299 | 168,765 |
Total liabilities and shareholders’ equity | $ 843,147 | $ 610,592 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,772 | $ 1,330 |
Intangible assets, accumulated amortization | $ 62,624 | $ 56,901 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,965,452 | 30,941,702 |
Common stock, shares outstanding | 28,378,827 | 28,382,392 |
Treasury stock, shares | 2,586,625 | 2,559,310 |
Income tax expense on unrealized holding gain on available-for-sale securities | $ 0 | $ 1,090 |
Interest rate swaps, income taxes | $ 94 | $ 63 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating revenues: | |||
Truckload services, including related party amounts of $900, $1,100 and $1,090, respectively | $ 313,811 | $ 302,914 | $ 281,213 |
Brokerage services | 367,579 | 278,187 | 219,898 |
Intermodal services | 251,074 | 153,726 | 143,004 |
Dedicated services | 121,023 | 93,505 | 95,332 |
Value-added services | 408,221 | 388,333 | 333,304 |
Total operating revenues | 1,461,708 | 1,216,665 | 1,072,751 |
Operating expenses: | |||
Purchased transportation and equipment rent, including related party amounts of $1,240, $35 and $233, respectively | 716,019 | 577,485 | 509,775 |
Direct personnel and related benefits, including related party amounts of $38,811, $35,743 and $26,267, respectively | 354,654 | 314,364 | 265,316 |
Operating supplies and expenses, including related party amounts of $2,428, $2,652 and $2,656, respectively | 122,736 | 115,420 | 103,013 |
Commission expense | 37,381 | 33,213 | 32,350 |
Occupancy expense, including related party amounts of $14,295, $17,046 and $17,174, respectively | 30,701 | 30,575 | 31,923 |
General and administrative, including related party amounts of $7,407, $6,742 and $5,557, respectively | 31,523 | 31,518 | 29,368 |
Insurance and claims, including related party amounts of $14,246, $16,281 and $15,362, respectively | 30,475 | 41,881 | 17,724 |
Depreciation and amortization | 54,425 | 46,995 | 36,702 |
Total operating expenses | 1,377,914 | 1,191,451 | 1,026,171 |
Income from operations | 83,794 | 25,214 | 46,580 |
Interest income | 76 | 92 | 157 |
Interest expense | (14,669) | (9,538) | (8,266) |
Other non-operating income | 188 | 1,373 | 934 |
Income before income taxes | 69,389 | 17,141 | 39,405 |
Income tax expense (benefit) | 17,211 | (11,012) | 15,161 |
Net income | $ 52,178 | $ 28,153 | $ 24,244 |
Earnings per common share: | |||
Basic | $ 1.84 | $ 0.99 | $ 0.85 |
Diluted | $ 1.84 | $ 0.99 | $ 0.85 |
Weighted average number of common shares outstanding: | |||
Basic | 28,383 | 28,425 | 28,411 |
Diluted | 28,390 | 28,428 | 28,411 |
Dividends declared per common share | $ 0.53 | $ 0.28 | $ 0.28 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Truckload services, related party amounts | $ 900 | $ 1,100 | $ 1,090 |
Purchased transportation and equipment rent [Member] | |||
Operating expenses, related party amounts | 1,240 | 35 | 233 |
Direct personnel and related benefits [Member] | |||
Operating expenses, related party amounts | 38,811 | 35,743 | 26,267 |
Operating expenses [Member] | |||
Operating expenses, related party amounts | 2,428 | 2,652 | 2,656 |
Occupancy expense [Member] | |||
Operating expenses, related party amounts | 14,295 | 17,046 | 17,174 |
Selling, general, and administrative [Member] | |||
Operating expenses, related party amounts | 7,407 | 6,742 | 5,557 |
Insurance and claims [Member] | |||
Operating expenses, related party amounts | $ 14,246 | $ 16,281 | $ 15,362 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Income | $ 52,178 | $ 28,153 | $ 24,244 | |
Other comprehensive (loss) income: | ||||
Unrealized changes in fair value of interest rate swaps, net of income taxes of $31, $1 and $62, respectively | 101 | 98 | 99 | |
Foreign currency translation adjustments | (526) | 672 | (1,161) | |
Unrealized holding gains on available-for-sale securities arising during the period, net of income taxes of $0, $(38) and $645, respectively | [1] | 1,683 | 1,142 | |
Realized gains on available-for-sale securities reclassified into income, net of income taxes of $0, $384 and $148, respectively | [1] | (539) | (264) | |
Total other comprehensive (loss) income | (425) | 1,914 | (184) | |
Total comprehensive income | $ 51,753 | $ 30,067 | $ 24,060 | |
[1] | In accordance with the adoption of ASU 2016-01 on January 1, 2018 (see Note 2), unrealized holding gains and losses on equity securities have been reclassified to income for the current period and to retained earnings for historical amounts recorded in Accumulated Other Comprehensive Income at December 31, 2017. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized changes in fair value of interest rate swaps, tax | $ 31 | $ 1 | $ 62 |
Unrealized holding gains on available-for-sale securities arising during the period, tax | 0 | (38) | 645 |
Realized gains on available-for-sale securities reclassified into income, tax | $ 0 | $ 384 | $ 148 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 52,178 | $ 28,153 | $ 24,244 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 54,425 | 46,995 | 36,702 |
Amortization of debt issuance costs | 1,329 | 321 | 312 |
Loss (gain) on marketable equity securities | 1,306 | (923) | (412) |
(Gain) loss on disposal of property and equipment | (354) | (10) | 161 |
Gain on life insurance policies | (1,025) | ||
Write-off of debt issuance costs | 366 | ||
Stock-based compensation | 413 | 414 | 571 |
Provision for doubtful accounts | 924 | 1,533 | 3,099 |
Deferred income taxes | 6,583 | (19,014) | 6,610 |
Change in assets and liabilities: | |||
Trade and other accounts receivable | (26,466) | (29,398) | (7,510) |
Prepaid income taxes, prepaid expenses and other assets | 2,509 | 8,051 | (12,748) |
Accounts payable, accrued expenses, accrued income taxes, insurance and claims and other current liabilities | (2,139) | 40,633 | 18,003 |
Due to/from affiliates, net | 3,238 | 7,192 | 595 |
Other long-term liabilities | 1,614 | (98) | (998) |
Net cash provided by operating activities | 94,901 | 83,849 | 68,629 |
Cash flows from investing activities: | |||
Capital expenditures | (66,585) | (63,360) | (97,351) |
Proceeds from the sale of property and equipment | 3,897 | 1,211 | 2,426 |
Purchases of marketable securities | (1,228) | (401) | (17) |
Proceeds from sale of marketable securities | 5,733 | 1,261 | 866 |
Proceeds from life insurance policies | 2,583 | ||
Acquisitions of businesses | (173,599) | ||
Net cash used in investing activities | (229,199) | (61,289) | (94,076) |
Cash flows from financing activities: | |||
Proceeds from borrowing - revolving debt | 488,571 | 316,458 | 220,633 |
Repayments of debt - revolving debt | (477,667) | (320,833) | (217,368) |
Proceeds from borrowing - term debt | 255,169 | 39,069 | 99,534 |
Repayments of debt - term debt | (112,157) | (48,305) | (78,520) |
Dividends paid | (10,930) | (7,960) | (7,954) |
Payment of capital lease obligations | (92) | (100) | (1,789) |
Purchases of treasury stock | (930) | (1,488) | (26) |
Capitalized financing costs | (3,137) | (396) | |
Net cash provided by (used in) financing activities | 138,827 | (23,159) | 14,114 |
Effect of exchange rate changes on cash and cash equivalents | (474) | 516 | 158 |
Net increase (decrease) in cash | 4,055 | (83) | (11,175) |
Cash and cash equivalents - beginning of period | 1,672 | 1,755 | 12,930 |
Cash and cash equivalents - end of period | 5,727 | 1,672 | 1,755 |
Supplemental cash flow information: | |||
Cash paid for interest | 13,323 | 9,104 | 7,802 |
Cash paid for income taxes | $ 4,792 | $ 2,207 | 20,896 |
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, 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) |
Net income | 52,178 | 52,178 | ||||
Comprehensive income (loss) | (425) | (425) | ||||
Dividends paid | (10,930) | (10,930) | ||||
Cumulative effect adjustment | ASU 2014-09 [Member] | 228 | 228 | ||||
Cumulative effect adjustment | ASU 2016-01 [Member] | 3,823 | (3,823) | ||||
Stock based compensation | 413 | 24 | 389 | |||
Purchases of treasury stock | (930) | (930) | ||||
Balances at Dec. 31, 2018 | $ 209,299 | $ 30,967 | $ 4,230 | $ (52,462) | $ 231,525 | $ (4,961) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Stockholders Equity [Abstract] | |||
Dividends paid per share | $ 0.385 | $ 0.28 | $ 0.28 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) (a) 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) 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, 2018 presentation. 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) 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) 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) The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “ Investments- Equity Securities We adopted Accounting Standards Update (“ASU”) 2016-01 effective on January 1, 2018. See Note 2 “Recent Accounting Pronouncements” for further information regarding the adoption and Note 5 “Marketable Securities” for further information on our portfolio. (1) (f) 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) 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): 2018 2017 Raw materials and supplies $ 4,920 $ 4,596 Finished goods 1,831 746 $ 6,751 $ 5,342 (h) 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 $48.7 million, $41.0 million, and $29.2 million for the years ended December 31, 2018, 2017 and 2016, 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) (i) Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, and non-competition agreements 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, 2018 and 2017 are as follows (in thousands): 2018 2017 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 150,189 65,060 Customer contracts 20,600 20,600 Tradenames 2,000 — Non-compete agreements 1,110 — Less: accumulated amortization (62,624 ) (56,901 ) Intangible assets, net $ 111,275 $ 28,759 Total Identifiable Intangible Assets $ 113,775 $ 31,259 Estimated amortization expense by year is as follows (in thousands): 2019 $ 13,884 2020 12,982 2021 12,272 2022 10,761 2023 9,942 Thereafter 51,434 Total $ 111,275 The amounts recorded for amortization expense were $5.7 million, $6.0 million, and $7.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. (1) (j) 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 The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands): Balance as of January 1, 2017 $ 74,484 Business acquisitions - Balance as of December 31, 2017 74,484 Business acquisitions 70,668 Balance as of December 31, 2018 $ 145,152 At December 31, 2018 and 2017, $88.9 million and $18.2 million of goodwill was recorded in our transportation segment, respectively. At both December 31, 2018 and 2017, $56.3 million of goodwill was recorded in our logistics segment. (k) 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 arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 had contingent consideration arrangements. (1) (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 10 “Fair Value Measurement and Disclosures” for further information. (n) 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) (o) 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) On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers, evenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard changed the timing of revenue recognition from “at delivery” to “over-time” as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. For our value-added service businesses, the adoption of the standard did not change the timing of revenue recognition. reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services, and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $85.1 million, $59.5 million and $50.9 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included in operating revenues. See Note 3, Revenue Recognition (1) (q) 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) 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 15 “Stock Based Compensation” for further information. (s) Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2014. 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 2013 and 2012, 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) 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) (u) 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) 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, 2018, 2017 and 2016, aggregate sales in the automotive industry totaled 36%, 40% and 43% of revenue, respectively. In 2018, 2017 and 2016, General Motors accounted for approximately 13%, 16% and 18% of our total operating revenues, respectively. In 2018, sales to our top 10 customers, including General Motors, totaled 39%. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | (2 ) Recent Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ ASU”) 2014-09, Revenue from Contracts with Customers , using the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $0.2 million . 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 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 changed 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 did not change the timing of revenue recognition. Due to the Company’s short in-transit period for transportation services, the impact did not have a material impact on its consolidated results of operations, financial position or cash flows. The adoption of ASU 2014-09 required an increase in the level of information disclosed in the Notes to Consolidated Financial Statements. See Note 3 for additional information. On January 1, 2018, t he Company adopted ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , using the modified retrospective method. Upon adoption, approximately $3.8 million in accumulated changes in the fair market value of the Company’s equity securities that were presented at December 31, 2017 in accumulated other comprehensive income were reclassified to retained earnings. (2 ) Recent Accounting Pronouncements—continued On January 1, 2018, the Company prospectively adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business did not have an impact on our results of operations, financial position or cash flows. 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 use the underlying asset for the lease term. This guidance is effective for us January 1, 2019. In July 2018, the FASB issued additional authoritative guidance providing companies with the option to apply this ASU to new and existing leases within the scope of the guidance as of the beginning of the period of adoption. We will elect this transition method of applying the new lease standard and will recognize right-of-use assets, lease liabilities, and any cumulative-effect adjustments to the opening balance of retained earnings as of January 1, 2019. Prior period amounts will not be adjusted and will continue to be reported under the accounting standards in effect for those periods. Upon adoption of the new standard on January 1, 2019, we will elect the package of practical expedients provided under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements, related disclosures and internal controls. The Company anticipates a material increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, as well as the significant new quantitative and qualitative disclosure requirements for all of the Company’s lease obligations. We currently disclose approximately $59.4 million in operating lease obligations in Note 13, “Leases”. We are finalizing the calculation of the right-of-use asset and lease liability and completing the design of internal controls surrounding compliance with the new standard post-implementation. The earnings statement recognition of lease expense is expected to be similar to the Company’s current methodology. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income the adoption to have an impact on our results of operations, financial position or cash flows. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | ( 3) Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ Revenue from Contracts with Customers with a cumulative adjustment to retained earnings of approximately $0.2 million ransportation services businesses include he adoption of ASU 2014-09 changed the timing of revenue recognition for transportation services from at delivery to over-time as the performance obligations on the in-transit services are completed. ( 3) Revenue Recognition—continued Year Ended December 31, 2018 Consolidated Statement of Income Under ASC 605 Adjustment As Reported Truckload services revenue $ 309,884 $ 3,927 $ 313,811 Brokerage services revenue 364,644 2,935 367,579 Intermodal services revenue 250,165 909 251,074 Dedicated services revenue 120,652 371 121,023 Purchased transportation and equipment rent expense 709,628 6,391 716,019 Commission expense 37,181 200 37,381 Income tax expense 16,826 385 17,211 Net income 51,012 1,166 52,178 As of December 31, 2018 Consolidated Balance Sheet Under ASC 605 Adjustment As Reported Prepaid expenses and other $ 17,929 $ 1,901 $ 19,830 Accounts payable 90,596 1,423 92,019 Income taxes payable 2,293 385 2,678 Retained earnings 230,359 1,166 231,525 The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income. Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries. To complement our available capacity, we provide customers freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full service domestic and international freight forwarding, and customs brokerage. Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short-to-medium distance delivery of rail and steamship containers between the railhead or port and the customer and drayage services. Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Dedicated services also include our final mile and ground expedited services. Our dedicated services are primarily short run or round-trip moves within a defined geographic area. Transportation services are short-term in nature; agreements governing their provision generally have a term of less than one year. They do not contain significant financing components. In accordance with ASU 2014-09, the Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service. We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. ( 3) Revenue Recognition—continued Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue includes changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class-8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. For the Company’s value-added service businesses, the adoption of ASU 2014-09 did not change the timing of revenue recognition. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components. The timing of revenue recognition for value-added services will remain the same, as we have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. The following table provides information related to contract balances associated with our contracts with customers (in thousands): December 31, 2018 January 1, 2018 Prepaid expenses and other - contract assets $ 1,901 $ 1,361 We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period. Practical expedients The Company elected to use the following practical expedients that are available under ASC 606: (i) to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics, as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts; (ii) to recognize commission expense when incurred, which we consider to be a cost to obtain a contract, because the amortization period is less than one year; and (iii) to recognize revenue in the value-added services portfolio in the amount of consideration to which we have a right to invoice, that corresponds directly with the value to the customer of the service completed to date. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. See also Note 19 for additional information on revenue reported by segment and by geographic region. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | ( 4) Acquisitions On December 7, 2018, the Company acquired all of the outstanding shares of Deco Logistics, Inc., d/b/a Container Connection, and Oaktree Logistics, Inc. (collectively, “Container Connection”). Based in Riverside, California, Container Connection offers harbor drayage services to the Ports of Los Angeles and Long Beach for customers primarily located within the Inland Empire and Central Valley areas. Container Connection also offers warehousing, secured parking and yard space. The total purchase price was $60.7 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under its credit and security agreement. Approximately $0.4 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income. On October 12, 2018, the Company acquired all of the outstanding shares of Specialized Rail Service, Inc. (“Specialized Rail”). Specialized Rail offers local and regional intermodal drayage services, as well as transloading, cross-docking, warehousing and distribution, and intermodal facility management. Specialized Rail operates a fleet of over 140 tractors and has facilities in Clearfield, Utah and Las Vegas, Nevada. The total cash purchase price was $12.3 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under an amended revolving credit facility. Approximately $0.3 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income. On August 10, 2018, the Company acquired all of the outstanding shares of Southern Counties Express, Inc. and certain of its affiliates (collectively, “Southern Counties”). Southern Counties provides full-service harbor drayage, transloading, warehousing, and project cargo services in southern California. The total purchase price was $65.7 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under an amended and restated revolving credit and term loan agreement. Approximately $0.6 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income. On February 1, 2018, the Company acquired all of the outstanding shares of Fore Transportation, Inc. and certain of its affiliates (collectively, “Fore”). Fore provides its customers with intermodal solutions, including local and regional drayage services. One of the acquired companies owns and leases real property and improvements, including a 28-acre terminal that serves as Fore’s corporate headquarters and a container storage facility. The total cash purchase price was $35.1 million. To fund the acquisition, the Company used a combination of cash and loan proceeds under its margin credit facility, revolving credit facility and secured real estate financing. Approximately $0.2 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income. We believe that each acquisition strategically enhances our service offerings in specific geographic regions, and we expect each of them to further diversify our customer base. ( 4) Acquisitions—continued The Company accounted for the acquisitions in accordance with ASC 805, “ Business Combinations Container Connection Specialized Rail Southern Counties Fore * Current assets $ 6,458 $ 4,130 $ 5,359 $ 6,077 Property and equipment 50 6,187 4,598 10,864 Goodwill 28,916 1,013 30,325 10,414 Intangible assets 35,099 5,342 35,690 12,108 Other assets - 109 1,427 - Current liabilities (1,930 ) (2,419 ) (3,027 ) (1,234 ) Deferred tax liabilities, net (7,892 ) (2,112 ) (8,690 ) (3,123 ) $ 60,701 $ 12,250 $ 65,682 $ 35,106 * The purchase price allocation for Fore is considered final as of December 31, 2018. The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired customer relationships are being amortized over a period of seven years to 12 years, tradenames are being amortized over a period of three years, and the non-competition agreements are being amortized over a period of five years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets, and comparable land sales and replacement cost methodology to value land and buildings, respectively. The following unaudited pro forma results of operations present consolidated information of the Company as if Container Connection, Specialized Rail, Southern Counties, and Fore were acquired on January 1, 2017 (in thousands, except per share data): Pro Forma Twelve Month Ended December 31, 2018 December 31, 2017 Operating revenues $ 1,568,467 $ 1,376,193 Income from operations $ 98,892 $ 42,937 Net income $ 59,959 $ 35,528 Earnings per common share: Basic $ 2.11 $ 1.25 Diluted $ 2.11 $ 1.25 The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Container Connection, Specialized Rail, Southern Counties, and Fore on January 1, 2017. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis. For the year ended December 31, 2018, actual revenue and operating income of the acquired companies was $70.9 million and $5.1 million, respectively. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | (5) Marketable Securities Beginning January 1, 2018, marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10. The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 ( ): 2018 2017 Fair value $ 9,333 $ 15,144 Cost 11,143 10,231 Unrealized (losses) gains $ (1,810 ) $ 4,913 Prior to the Company’s 2016 01 as of January 1, 2018 , 2016 01 , no December 31, 2017 $424,000 The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 ( ): 2018 2017 Gross unrealized gains $ 89 $ 5,390 Gross unrealized losses (1,899 ) (477 ) Net unrealized (losses) gains $ (1,810 ) $ 4,913 The following table shows the Company’s net realized gains on marketable equity securities (in thousands): 2018 2017 2016 Realized gain Sale proceeds $ 5,733 $ 1,261 $ 866 Cost of securities sold 5,229 338 454 Realized gain $ 504 $ 923 $ 412 Realized gain, net of taxes $ 379 $ 537 $ 253 During the year ended December 31, 2018 , |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | ( 6 ) 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 $28.8 million and $26.2 million at December 31, 2018 and 2017, 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): 2018 2017 2016 Balance at beginning of year $ 1,330 $ 1,613 $ 5,173 Provision for doubtful accounts 924 1,533 3,099 Acquisition of businesses 253 - - Uncollectible accounts written off (735 ) (1,816 ) (6,659 ) Balance at end of year $ 1,772 $ 1,330 $ 1,613 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | ( 7 ) Property and equipment at December 31 consists of the following (in thousands): 2018 2017 Transportation equipment $ 267,094 $ 236,667 Land, buildings and related assets 128,805 102,977 Other operating assets 104,559 105,434 Information technology equipment 26,135 23,985 Construction in process 7,960 3,903 534,553 472,966 Less accumulated depreciation (231,319 ) (205,771 ) Total $ 303,234 $ 267,195 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ( 8 ) Accrued expenses consist of the following items at December 31 (in thousands): 2018 2017 Payroll related items $ 11,476 $ 9,854 Driver escrow liabilities 3,923 3,785 Commissions, taxes and other 9,727 10,490 Total $ 25,126 $ 24,129 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | ( 9 ) Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2018 2018 2017 Outstanding Debt: Credit and Security Agreement (1) Term Loan 4.27% $ 150,000 $ — Revolver 4.27% 80,588 — Equipment Financing (2) 3.18% to 5.13% 126,162 112,205 Real Estate Financing (3) 4.77% 45,864 44,309 Margin Facility (4) 3.62% 541 — Debt paid upon refinancing ABL Revolver NA — 70,225 Westport Term Loan NA — 22,500 Unamortized debt issuance costs (2,703 ) (1,261 ) 400,452 247,978 Less current portion of long-term debt 51,903 40,870 Total long-term debt, net of current portion $ 348,549 $ 207,108 (1) The Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $350 million in the form of a $150 million term loan and a $200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023. The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019, with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023. At closing, proceeds from the Credit Agreement were used to pay off certain existing indebtedness and to pay fees and expenses associated with the Credit Agreement. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2018, we were in compliance with all covenants under the facility, and $119.4 million was available for borrowing on the revolver (2) 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 5.13%. At December 31, 2018, we were in compliance with all covenants. ( 9 ) (3) 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, 2018, we were in compliance with all covenants. (4) 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. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively. The following table reflects the maturities of our principal repayment obligations as of December 31, 2018 (in thousands): Years Ending December 31 Term Revolver Equipment Financing Real Estate Financing Margin Facility Total 2019 $ 7,500 $ — $ 38,556 $ 5,893 $ 541 $ 52,490 2020 11,250 — 40,104 5,893 — 57,247 2021 11,250 — 24,280 5,893 — 41,423 2022 15,000 — 16,576 5,892 — 37,468 2023 105,000 80,588 6,646 5,892 — 198,126 Thereafter — — — 16,401 — 16,401 Total $ 150,000 $ 80,588 $ 126,162 $ 45,864 $ 541 $ 403,155 The Company is also party to two 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 $15.7 million at December 31, 2018. Under 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. At December 31, 2018 and 2017, the fair value of the two swap agreements was an asset of $0.4 million and $0.3 million, respectively. 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 10, “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, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Disclosures | ( 10 ) 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. ( 10 ) 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, 2018 Level 1 Level 2 Level 3 Fair Value Measurement Assets Marketable securities $ 9,333 $ — $ — $ 9,333 Interest rate swaps — 392 — 392 Total Assets $ 9,333 $ 392 $ — $ 9,725 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 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, 2018 is summarized as follows: 2018 Carrying Value Estimated Fair Value Equipment promissory notes $ 126,162 $ 125,214 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, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | ( 11 ) Transactions with Affiliates CenTra, Inc. (“CenTra”), an affiliate of the Company that is owned by our controlling shareholders, 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 CenTra and other affiliates under common control with CenTra. 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): 2018 2017 2016 Administrative support services $ 3,094 $ 2,771 $ 2,638 Truck fuel, tolls and maintenance 2,428 2,652 2,656 Real estate rent and related costs 14,295 17,046 17,174 Insurance and employee benefit plans 57,370 55,995 44,548 Contracted transportation services 1,240 35 233 Total $ 78,427 $ 78,499 $ 67,249 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 34 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 13, “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, 2018 and 2017, amounts due to affiliates were $17.8 million and $12.0 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, 2018 and 2017, there were $10.5 million and $10.1 million, respectively, included in each of these accounts for insured claims. During 2018, we made purchases of used equipment from an affiliate totaling $8,300, and purchased wheels and tires from an affiliate for new trailering equipment totaling $466,000 during the same period. During 2017, we made purchases totaling $2.1 million for wheels and tires for new trailering equipment, and purchased 64 used tractors from an affiliate for $1.8 million. 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 2018 and 2017 of $2,100 and $1,400, respectively. No amounts were paid for legal services during 2016. During 2018, we exercised our right of first refusal to acquire 10,065 shares of restricted stock from a director, H. E. “Scott” Wolfe, for $355,000 based on the closing market price on the effective date of the transaction. We also exercised our right of first refusal to acquire 7,500 shares of restricted stock during 2018 from our CEO, Jeff Rogers, for $264,000 based on the closing market price on the effective date of the transaction. ( 11 ) Transactions with Affiliates—continued Services provided by Universal to Affiliates We periodically assist CenTra and other affiliates under common control with CenTra 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): 2018 2017 2016 Purchased transportation and equipment rent $ 900 $ 1,100 $ 1,090 Total $ 900 $ 1,100 $ 1,090 At December 31, 2018 and 2017, amounts due from affiliates were $5.2 million and $2.7 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | ( 12 ) A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Operations U.S. Domestic $ 71,441 $ 28,360 $ 40,172 Foreign (2,052 ) (11,219 ) (767 ) Total pre-tax income $ 69,389 $ 17,141 $ 39,405 The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2018 2017 2016 Current: U.S. Federal $ 7,266 $ 5,394 $ 7,432 State 3,556 2,227 748 Foreign 427 688 284 11,249 8,309 8,464 Deferred: U.S. Federal 5,873 (14,264 ) 6,521 State (855 ) (1,113 ) 140 Foreign 944 (3,944 ) 36 5,962 (19,321 ) 6,697 Total $ 17,211 $ (11,012 ) $ 15,161 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. The provisional amounts recorded at December 31, 2017, in accordance with SEC Staff Accounting Bulletin No. 118, were finalized during the fourth quarter of 2018 and had an immaterial impact on the consolidated financial statements. ( 12 ) Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2018 2017 Domestic deferred tax assets: Allowance for doubtful accounts $ 425 $ 323 Other assets 4,561 2,694 Accrued expenses 4,982 6,622 Total domestic deferred tax assets $ 9,968 $ 9,639 Domestic deferred tax liabilities: Prepaid expenses $ 696 $ 1,002 Marketable securities 1,004 1,153 Intangible assets 25,907 7,894 Property and equipment 41,589 31,951 Total domestic deferred tax liabilities $ 69,196 $ 42,000 Net domestic deferred tax liabilities $ 59,228 $ 32,361 Foreign deferred tax assets Net operating losses $ 3,499 $ 3,636 Other assets 927 928 Valuation allowance - foreign (1,877 ) (410 ) Total foreign deferred tax asset $ 2,549 $ 4,154 Net deferred tax liability $ 56,679 $ 28,207 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 $1.6 million as of December 31, 2018. 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, 2018, w e also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $1.9 million. ( 12 ) Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2018 2017 2016 Federal statutory rate 21 % 35 % 35 % Change in tax law 0 % -106 % 0 % Non-deductible expense 0 % 2 % 0 % State, net of federal benefit 3 % 4 % 2 % Foreign 2 % 1 % 1 % Other -1 % 0 % 0 % Effective tax rate 25 % -64 % 38 % As of December 31, 2018, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.3 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2018, 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, 2018, 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): 2018 2017 2016 Unrecognized tax benefit – beginning of year $ 367 $ 416 $ 333 Increases related to prior year tax positions 26 22 24 Increases related to current year tax positions 30 9 95 Decreases related to prior year tax positions (92 ) (80 ) (36 ) Unrecognized tax benefit – end of year $ 331 $ 367 $ 416 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | ( 13 ) 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, 2018 are as follows (in thousands): Years Ending December 31 With Affiliates With Third Parties Total 2019 $ 9,357 $ 12,614 $ 21,971 2020 6,556 6,749 13,305 2021 5,408 2,742 8,150 2022 3,919 109 4,028 2023 3,592 — 3,592 Thereafter 8,331 — 8,331 Total required payments $ 37,163 $ 22,214 $ 59,377 Rental expense for facilities, vehicles and other equipment leased from third parties under operating leases approximated $22.6 million, $17.9 million and $20.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | (1 4 ) 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 $0.6 million, $0.5 million and $0.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. In connection with a collective bargaining agreement that covered 11 Canadian employees at December 31, 2018, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2018 and 2017, the required contributions totaled approximately $39,000 and $41,000, respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | (1 5 ) 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 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% vested 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, 2018, and changes during the year ended December 31, 2018, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 31,250 $ 16.63 Granted — $ — Vested (23,750 ) $ 17.41 Forfeited — $ — Balance at December 31, 2018 7,500 $ 14.15 During the years ended December 31, 2018, 2017 and 2016, the total grant date fair value of vested shares recognized as compensation cost was $413,000, $414,000, and $571,000, respectively. As of December 31, 2018, there was $107,000 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 $73,000 and $34,000, during 2019 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 6 ) 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. Interest on the verdict accrues at a rate of 9% per year. 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. The Company has filed an appeal with the Appellate Court of Illinois First Judicial District to overturn the verdict and the judgment. Enforcement of the judgment has been stayed pending the outcome of the appeal. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage and before advances made to plaintiffs, to be between $18.2 million and $53.2 million. Based on the Company’s best estimate of the liability at this time, the Company recorded an accrued liability for this matter of $18.2 million, which is inclusive of any interest accruing and before consideration of advances made. In September 2018, the Company made a $7.0 million advance, the amount of which will be used as an offset against the ultimate resolution. As such, this amount was recorded as a reduction of the Company’s accrued liability. 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. The Company has filed an appeal with the United States Court of Appeals for the Fifth Circuit to overturn the verdict and the judgment. Enforcement of the judgment has been stayed pending the outcome of the appeal. 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, which is inclusive of any interest owed on the verdict. 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 (collectively, the “Subsidiary Defendants”) and two related parties in state court in Oakland County, Michigan. The complaint sought a declaratory judgment that the Subsidiary Defendants and their co-defendants are required to indemnify Ford for $76 million in damages sustained by Ford in a wrongful death lawsuit in Clay County, Missouri. On November 5, 2018, the trial court granted a Motion for Summary Disposition filed by the defendants, and the claims against the Subsidiary Defendants were dismissed with prejudice. In the third quarter of 2018, a tractor-trailer operated by a subsidiary of the Company was involved in a multi-vehicle, multi-fatality accident. This matter was settled in the fourth quarter of 2018 for $9.0 million. ( 16 ) 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. At December 31, 2018, approximately 26% of our employees in the United States, Canada and Colombia are subject to collective bargaining agreements that are renegotiated periodically, of which 19% are subject to contracts that expire in 2019. Of our employees in Mexico, 91% are subject to such collective bargaining agreements, and our contract expiring in 2019 is currently being negotiated. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (1 7 ) 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, 2018, 2017 and 2016, there were 6,912, 2,922 and zero weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the year ended December 31, 2018, no shares were excluded from the calculation of diluted earnings per share. For the years ended December 31, 2017 and 2016, 2,500 and 45,000 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, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | (1 8 ) 2018 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 335,113 $ 365,925 $ 374,292 $ 386,378 Operating income 17,104 26,252 22,530 17,908 Income before income taxes 14,156 23,634 19,973 11,626 Income tax expense 3,722 5,965 4,918 2,606 Net income $ 10,434 $ 17,669 $ 15,055 $ 9,020 Earnings per common share: Basic $ 0.37 $ 0.62 $ 0.53 $ 0.32 Diluted $ 0.37 $ 0.62 $ 0.53 $ 0.32 Weighted average number of common shares outstanding: Basic 28,386 28,395 28,382 28,370 Diluted 28,393 28,402 28,392 28,374 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 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, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 9 ) 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, 2018, 2017 and 2016 (in thousands): 2018 Transportation Logistics Other Total Operating revenues $ 949,242 $ 510,918 $ 1,548 $ 1,461,708 Eliminated inter-segment revenues (1,673 ) (12,451 ) — (14,124 ) Depreciation and amortization 27,128 26,125 1,172 54,425 Income from operations 51,634 31,136 1,024 83,794 Capital expenditures 32,267 33,312 1,006 66,585 Total assets 525,906 298,455 18,786 843,147 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 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, 2018 2017 2016 United States $ 1,426,897 $ 1,179,115 $ 1,038,963 Mexico 18,716 24,346 20,046 Canada 14,188 11,538 12,157 Colombia 1,907 1,666 1,585 Total $ 1,461,708 $ 1,216,665 $ 1,072,751 (1 9 ) 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, 2018 2017 United States $ 284,321 $ 245,070 Mexico 18,612 21,725 Canada 295 389 Colombia 6 11 Total $ 303,234 $ 267,195 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | ( 20 ) Subsequent Events On February 21, 2019, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock. In addition, the Board of Directors approved an additional special annual dividend of $0.110 per share of common stock. Both dividends are payable to shareholders of record at the close of business on March 4, 2019 and are expected to be paid on March 14, 2019. Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (b) 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, 2018 presentation. 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) 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) 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) The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “ Investments- Equity Securities We adopted Accounting Standards Update (“ASU”) 2016-01 effective on January 1, 2018. See Note 2 “Recent Accounting Pronouncements” for further information regarding the adoption and Note 5 “Marketable Securities” for further information on our portfolio. |
Accounts Receivable | (f) 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) 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): 2018 2017 Raw materials and supplies $ 4,920 $ 4,596 Finished goods 1,831 746 $ 6,751 $ 5,342 |
Property and Equipment | (h) 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 $48.7 million, $41.0 million, and $29.2 million for the years ended December 31, 2018, 2017 and 2016, 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 subject to amortization consist of agent and customer relationships, customer contracts, tradenames, and non-competition agreements 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, 2018 and 2017 are as follows (in thousands): 2018 2017 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 150,189 65,060 Customer contracts 20,600 20,600 Tradenames 2,000 — Non-compete agreements 1,110 — Less: accumulated amortization (62,624 ) (56,901 ) Intangible assets, net $ 111,275 $ 28,759 Total Identifiable Intangible Assets $ 113,775 $ 31,259 Estimated amortization expense by year is as follows (in thousands): 2019 $ 13,884 2020 12,982 2021 12,272 2022 10,761 2023 9,942 Thereafter 51,434 Total $ 111,275 The amounts recorded for amortization expense were $5.7 million, $6.0 million, and $7.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Goodwill | (1) (j) 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 The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands): Balance as of January 1, 2017 $ 74,484 Business acquisitions - Balance as of December 31, 2017 74,484 Business acquisitions 70,668 Balance as of December 31, 2018 $ 145,152 At December 31, 2018 and 2017, $88.9 million and $18.2 million of goodwill was recorded in our transportation segment, respectively. At both December 31, 2018 and 2017, $56.3 million of goodwill was recorded in our logistics segment. |
Long-Lived Assets | (k) 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 arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 had contingent consideration arrangements. |
Fair Value of Financial Instruments | (1) (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 10 “Fair Value Measurement and Disclosures” for further information. |
Deferred Compensation | (n) 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) (o) Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. |
Revenue Recognition | (p) On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers, evenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard changed the timing of revenue recognition from “at delivery” to “over-time” as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. For our value-added service businesses, the adoption of the standard did not change the timing of revenue recognition. reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services, and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $85.1 million, $59.5 million and $50.9 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included in operating revenues. See Note 3, Revenue Recognition |
Insurance & Claims | (1) (q) 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) 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 15 “Stock Based Compensation” for further information. |
Income Taxes | (s) Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2014. 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 2013 and 2012, 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) 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) (u) 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) 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, 2018, 2017 and 2016, aggregate sales in the automotive industry totaled 36%, 40% and 43% of revenue, respectively. In 2018, 2017 and 2016, General Motors accounted for approximately 13%, 16% and 18% of our total operating revenues, respectively. In 2018, sales to our top 10 customers, including General Motors, totaled 39%. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | On January 1, 2018, the Company adopted Accounting Standards Update (“ ASU”) 2014-09, Revenue from Contracts with Customers , using the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $0.2 million . 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 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 changed 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 did not change the timing of revenue recognition. Due to the Company’s short in-transit period for transportation services, the impact did not have a material impact on its consolidated results of operations, financial position or cash flows. The adoption of ASU 2014-09 required an increase in the level of information disclosed in the Notes to Consolidated Financial Statements. See Note 3 for additional information. On January 1, 2018, t he Company adopted ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , using the modified retrospective method. Upon adoption, approximately $3.8 million in accumulated changes in the fair market value of the Company’s equity securities that were presented at December 31, 2017 in accumulated other comprehensive income were reclassified to retained earnings. (2 ) Recent Accounting Pronouncements—continued On January 1, 2018, the Company prospectively adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business did not have an impact on our results of operations, financial position or cash flows. 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 use the underlying asset for the lease term. This guidance is effective for us January 1, 2019. In July 2018, the FASB issued additional authoritative guidance providing companies with the option to apply this ASU to new and existing leases within the scope of the guidance as of the beginning of the period of adoption. We will elect this transition method of applying the new lease standard and will recognize right-of-use assets, lease liabilities, and any cumulative-effect adjustments to the opening balance of retained earnings as of January 1, 2019. Prior period amounts will not be adjusted and will continue to be reported under the accounting standards in effect for those periods. Upon adoption of the new standard on January 1, 2019, we will elect the package of practical expedients provided under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements, related disclosures and internal controls. The Company anticipates a material increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, as well as the significant new quantitative and qualitative disclosure requirements for all of the Company’s lease obligations. We currently disclose approximately $59.4 million in operating lease obligations in Note 13, “Leases”. We are finalizing the calculation of the right-of-use asset and lease liability and completing the design of internal controls surrounding compliance with the new standard post-implementation. The earnings statement recognition of lease expense is expected to be similar to the Company’s current methodology. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income the adoption to have an impact on our results of operations, financial position or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | At December 31, inventory consists of the following (in thousands): 2018 2017 Raw materials and supplies $ 4,920 $ 4,596 Finished goods 1,831 746 $ 6,751 $ 5,342 |
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, 2018 and 2017 are as follows (in thousands): 2018 2017 Indefinite Lived Intangibles: Trademarks $ 2,500 $ 2,500 Definite Lived Intangibles: Agent and customer relationships 150,189 65,060 Customer contracts 20,600 20,600 Tradenames 2,000 — Non-compete agreements 1,110 — Less: accumulated amortization (62,624 ) (56,901 ) Intangible assets, net $ 111,275 $ 28,759 Total Identifiable Intangible Assets $ 113,775 $ 31,259 |
Estimated Amortization Expense by Year | Estimated amortization expense by year is as follows (in thousands): 2019 $ 13,884 2020 12,982 2021 12,272 2022 10,761 2023 9,942 Thereafter 51,434 Total $ 111,275 |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands): Balance as of January 1, 2017 $ 74,484 Business acquisitions - Balance as of December 31, 2017 74,484 Business acquisitions 70,668 Balance as of December 31, 2018 $ 145,152 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Contacts Balances Associated with Customers | The following table provides information related to contract balances associated with our contracts with customers (in thousands): December 31, 2018 January 1, 2018 Prepaid expenses and other - contract assets $ 1,901 $ 1,361 |
Accounting Standards Update 2014-09 [Member] | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Impact of Adoption of New Revenue Standard Requirements on Consolidated Statement of Income and Balance Sheet | The following table shows the amount by which financial statement lines were affected by the adoption of the new standard. Year Ended December 31, 2018 Consolidated Statement of Income Under ASC 605 Adjustment As Reported Truckload services revenue $ 309,884 $ 3,927 $ 313,811 Brokerage services revenue 364,644 2,935 367,579 Intermodal services revenue 250,165 909 251,074 Dedicated services revenue 120,652 371 121,023 Purchased transportation and equipment rent expense 709,628 6,391 716,019 Commission expense 37,181 200 37,381 Income tax expense 16,826 385 17,211 Net income 51,012 1,166 52,178 As of December 31, 2018 Consolidated Balance Sheet Under ASC 605 Adjustment As Reported Prepaid expenses and other $ 17,929 $ 1,901 $ 19,830 Accounts payable 90,596 1,423 92,019 Income taxes payable 2,293 385 2,678 Retained earnings 230,359 1,166 231,525 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Preliminary Allocation of Purchase Price | The preliminary allocation of the purchase price in each transaction is as follows (in thousands): Container Connection Specialized Rail Southern Counties Fore * Current assets $ 6,458 $ 4,130 $ 5,359 $ 6,077 Property and equipment 50 6,187 4,598 10,864 Goodwill 28,916 1,013 30,325 10,414 Intangible assets 35,099 5,342 35,690 12,108 Other assets - 109 1,427 - Current liabilities (1,930 ) (2,419 ) (3,027 ) (1,234 ) Deferred tax liabilities, net (7,892 ) (2,112 ) (8,690 ) (3,123 ) $ 60,701 $ 12,250 $ 65,682 $ 35,106 * The purchase price allocation for Fore is considered final as of December 31, 2018. |
Summary of Unaudited Pro Forma Results of Operations | The following unaudited pro forma results of operations present consolidated information of the Company as if Container Connection, Specialized Rail, Southern Counties, and Fore were acquired on January 1, 2017 (in thousands, except per share data): Pro Forma Twelve Month Ended December 31, 2018 December 31, 2017 Operating revenues $ 1,568,467 $ 1,376,193 Income from operations $ 98,892 $ 42,937 Net income $ 59,959 $ 35,528 Earnings per common share: Basic $ 2.11 $ 1.25 Diluted $ 2.11 $ 1.25 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities | The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 ( ): 2018 2017 Fair value $ 9,333 $ 15,144 Cost 11,143 10,231 Unrealized (losses) gains $ (1,810 ) $ 4,913 |
Schedule of Gross Unrealized Gains and Losses on Marketable Securities | The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 ( ): 2018 2017 Gross unrealized gains $ 89 $ 5,390 Gross unrealized losses (1,899 ) (477 ) Net unrealized (losses) gains $ (1,810 ) $ 4,913 |
Summary of Net Realized Gains on Marketable Equity Securities | The following table shows the Company’s net realized gains on marketable equity securities (in thousands): 2018 2017 2016 Realized gain Sale proceeds $ 5,733 $ 1,261 $ 866 Cost of securities sold 5,229 338 454 Realized gain $ 504 $ 923 $ 412 Realized gain, net of taxes $ 379 $ 537 $ 253 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): 2018 2017 2016 Balance at beginning of year $ 1,330 $ 1,613 $ 5,173 Provision for doubtful accounts 924 1,533 3,099 Acquisition of businesses 253 - - Uncollectible accounts written off (735 ) (1,816 ) (6,659 ) Balance at end of year $ 1,772 $ 1,330 $ 1,613 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 consists of the following (in thousands): 2018 2017 Transportation equipment $ 267,094 $ 236,667 Land, buildings and related assets 128,805 102,977 Other operating assets 104,559 105,434 Information technology equipment 26,135 23,985 Construction in process 7,960 3,903 534,553 472,966 Less accumulated depreciation (231,319 ) (205,771 ) Total $ 303,234 $ 267,195 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following items at December 31 (in thousands): 2018 2017 Payroll related items $ 11,476 $ 9,854 Driver escrow liabilities 3,923 3,785 Commissions, taxes and other 9,727 10,490 Total $ 25,126 $ 24,129 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2018 2018 2017 Outstanding Debt: Credit and Security Agreement (1) Term Loan 4.27% $ 150,000 $ — Revolver 4.27% 80,588 — Equipment Financing (2) 3.18% to 5.13% 126,162 112,205 Real Estate Financing (3) 4.77% 45,864 44,309 Margin Facility (4) 3.62% 541 — Debt paid upon refinancing ABL Revolver NA — 70,225 Westport Term Loan NA — 22,500 Unamortized debt issuance costs (2,703 ) (1,261 ) 400,452 247,978 Less current portion of long-term debt 51,903 40,870 Total long-term debt, net of current portion $ 348,549 $ 207,108 (1) The Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $350 million in the form of a $150 million term loan and a $200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023. The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019, with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023. At closing, proceeds from the Credit Agreement were used to pay off certain existing indebtedness and to pay fees and expenses associated with the Credit Agreement. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2018, we were in compliance with all covenants under the facility, and $119.4 million was available for borrowing on the revolver (2) 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 5.13%. At December 31, 2018, we were in compliance with all covenants. ( 9 ) (3) 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, 2018, we were in compliance with all covenants. (4) 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. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively. |
Summary of Maturities of Principal Repayment Obligations | The following table reflects the maturities of our principal repayment obligations as of December 31, 2018 (in thousands): Years Ending December 31 Term Revolver Equipment Financing Real Estate Financing Margin Facility Total 2019 $ 7,500 $ — $ 38,556 $ 5,893 $ 541 $ 52,490 2020 11,250 — 40,104 5,893 — 57,247 2021 11,250 — 24,280 5,893 — 41,423 2022 15,000 — 16,576 5,892 — 37,468 2023 105,000 80,588 6,646 5,892 — 198,126 Thereafter — — — 16,401 — 16,401 Total $ 150,000 $ 80,588 $ 126,162 $ 45,864 $ 541 $ 403,155 |
Fair Value Measurement and Di_2
Fair Value Measurement and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 Level 1 Level 2 Level 3 Fair Value Measurement Assets Marketable securities $ 9,333 $ — $ — $ 9,333 Interest rate swaps — 392 — 392 Total Assets $ 9,333 $ 392 $ — $ 9,725 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 |
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, 2018 is summarized as follows: 2018 Carrying Value Estimated Fair Value Equipment promissory notes $ 126,162 $ 125,214 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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): 2018 2017 2016 Administrative support services $ 3,094 $ 2,771 $ 2,638 Truck fuel, tolls and maintenance 2,428 2,652 2,656 Real estate rent and related costs 14,295 17,046 17,174 Insurance and employee benefit plans 57,370 55,995 44,548 Contracted transportation services 1,240 35 233 Total $ 78,427 $ 78,499 $ 67,249 |
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): 2018 2017 2016 Purchased transportation and equipment rent $ 900 $ 1,100 $ 1,090 Total $ 900 $ 1,100 $ 1,090 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Operations U.S. Domestic $ 71,441 $ 28,360 $ 40,172 Foreign (2,052 ) (11,219 ) (767 ) Total pre-tax income $ 69,389 $ 17,141 $ 39,405 |
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): 2018 2017 2016 Current: U.S. Federal $ 7,266 $ 5,394 $ 7,432 State 3,556 2,227 748 Foreign 427 688 284 11,249 8,309 8,464 Deferred: U.S. Federal 5,873 (14,264 ) 6,521 State (855 ) (1,113 ) 140 Foreign 944 (3,944 ) 36 5,962 (19,321 ) 6,697 Total $ 17,211 $ (11,012 ) $ 15,161 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2018 2017 Domestic deferred tax assets: Allowance for doubtful accounts $ 425 $ 323 Other assets 4,561 2,694 Accrued expenses 4,982 6,622 Total domestic deferred tax assets $ 9,968 $ 9,639 Domestic deferred tax liabilities: Prepaid expenses $ 696 $ 1,002 Marketable securities 1,004 1,153 Intangible assets 25,907 7,894 Property and equipment 41,589 31,951 Total domestic deferred tax liabilities $ 69,196 $ 42,000 Net domestic deferred tax liabilities $ 59,228 $ 32,361 Foreign deferred tax assets Net operating losses $ 3,499 $ 3,636 Other assets 927 928 Valuation allowance - foreign (1,877 ) (410 ) Total foreign deferred tax asset $ 2,549 $ 4,154 Net deferred tax liability $ 56,679 $ 28,207 |
Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates | ( 12 ) Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2018 2017 2016 Federal statutory rate 21 % 35 % 35 % Change in tax law 0 % -106 % 0 % Non-deductible expense 0 % 2 % 0 % State, net of federal benefit 3 % 4 % 2 % Foreign 2 % 1 % 1 % Other -1 % 0 % 0 % Effective tax rate 25 % -64 % 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): 2018 2017 2016 Unrecognized tax benefit – beginning of year $ 367 $ 416 $ 333 Increases related to prior year tax positions 26 22 24 Increases related to current year tax positions 30 9 95 Decreases related to prior year tax positions (92 ) (80 ) (36 ) Unrecognized tax benefit – end of year $ 331 $ 367 $ 416 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 are as follows (in thousands): Years Ending December 31 With Affiliates With Third Parties Total 2019 $ 9,357 $ 12,614 $ 21,971 2020 6,556 6,749 13,305 2021 5,408 2,742 8,150 2022 3,919 109 4,028 2023 3,592 — 3,592 Thereafter 8,331 — 8,331 Total required payments $ 37,163 $ 22,214 $ 59,377 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, and changes during the year ended December 31, 2018, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 31,250 $ 16.63 Granted — $ — Vested (23,750 ) $ 17.41 Forfeited — $ — Balance at December 31, 2018 7,500 $ 14.15 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | 2018 1 st 2 nd 3 rd 4 th (in thousands, except per share information) Operating revenue $ 335,113 $ 365,925 $ 374,292 $ 386,378 Operating income 17,104 26,252 22,530 17,908 Income before income taxes 14,156 23,634 19,973 11,626 Income tax expense 3,722 5,965 4,918 2,606 Net income $ 10,434 $ 17,669 $ 15,055 $ 9,020 Earnings per common share: Basic $ 0.37 $ 0.62 $ 0.53 $ 0.32 Diluted $ 0.37 $ 0.62 $ 0.53 $ 0.32 Weighted average number of common shares outstanding: Basic 28,386 28,395 28,382 28,370 Diluted 28,393 28,402 28,392 28,374 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 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, 2017 and 2016 (in thousands): 2018 Transportation Logistics Other Total Operating revenues $ 949,242 $ 510,918 $ 1,548 $ 1,461,708 Eliminated inter-segment revenues (1,673 ) (12,451 ) — (14,124 ) Depreciation and amortization 27,128 26,125 1,172 54,425 Income from operations 51,634 31,136 1,024 83,794 Capital expenditures 32,267 33,312 1,006 66,585 Total assets 525,906 298,455 18,786 843,147 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 |
Revenues Attributed to Geographic Areas | Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 1,426,897 $ 1,179,115 $ 1,038,963 Mexico 18,716 24,346 20,046 Canada 14,188 11,538 12,157 Colombia 1,907 1,666 1,585 Total $ 1,461,708 $ 1,216,665 $ 1,072,751 |
Net Long-Lived Property and Equipment Assets by Geographic Areas | Net long-lived property and equipment assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2018 2017 United States $ 284,321 $ 245,070 Mexico 18,612 21,725 Canada 295 389 Colombia 6 11 Total $ 303,234 $ 267,195 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Raw materials and supplies | $ 4,920 | $ 4,596 |
Finished goods | 1,831 | 746 |
Inventory, Net | $ 6,751 | $ 5,342 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Sep. 29, 2018USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accounting Policies [Line Items] | ||||
Depreciation expense | $ 48,700,000 | $ 41,000,000 | $ 29,200,000 | |
Amounts recorded for amortization expense | 5,700,000 | 6,000,000 | 7,500,000 | |
Goodwill impairment loss recognized | $ 0 | |||
Goodwill | $ 145,152,000 | 74,484,000 | 74,484,000 | |
Deferred compensation bonus annual installments | 5 years | |||
Fuel surcharges | $ 85,100,000 | $ 59,500,000 | $ 50,900,000 | |
Number of reportable segments | Segment | 2 | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 36.00% | 40.00% | 43.00% | |
General Motors [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 13.00% | 16.00% | 18.00% | |
Top Ten Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 39.00% | |||
Transportation [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | $ 88,900,000 | $ 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 Accoun_7
Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Less: accumulated amortization | $ (62,624) | $ (56,901) |
Intangible assets, net | 111,275 | 28,759 |
Total Identifiable Intangible Assets | 113,775 | 31,259 |
Agent and Customer Relationships [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 150,189 | 65,060 |
Customer Contracts [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 20,600 | 20,600 |
Tradenames [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 2,000 | |
Non-compete Agreements [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 1,110 | |
Trademarks [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets excluding goodwill | $ 2,500 | $ 2,500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
2019 | $ 13,884 | |
2020 | 12,982 | |
2021 | 12,272 | |
2022 | 10,761 | |
2023 | 9,942 | |
Thereafter | 51,434 | |
Intangible assets, net | $ 111,275 | $ 28,759 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | $ 74,484 |
Business acquisitions | 70,668 |
Ending Balance | $ 145,152 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Cumulative adjustment to retained earnings | $ 231,525 | $ 186,226 | |
Disclose of operating lease obligations | $ 59,400 | ||
ASU 2016-01 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Reclassification of accumulated changes in fair market value from accumulated other comprehensive income to retained earnings | $ 3,800 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ASU 2014-09 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Cumulative adjustment to retained earnings | $ 200 |
Revenue Recognition - Aditional
Revenue Recognition - Aditional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Cumulative adjustment to retained earnings | $ 231,525 | $ 186,226 | |
Payment receivable obligation term for completion of transportation services. | 45 days | ||
Payment receivable obligation for completion of value added services | 65 days | ||
Maximum [Member] | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Transportation services term | 1 year | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Cumulative adjustment to retained earnings | $ 200 |
Revenue Recognition - Impact of
Revenue Recognition - Impact of Adoption of New Revenue Standard Requirements on Consolidated Statement of Income and Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Truckload services revenue | $ 313,811 | $ 302,914 | $ 281,213 | ||||||||
Brokerage services revenue | 367,579 | 278,187 | 219,898 | ||||||||
Intermodal services revenue | 251,074 | 153,726 | 143,004 | ||||||||
Dedicated services revenue | 121,023 | 93,505 | 95,332 | ||||||||
Purchased transportation and equipment rent expense | 716,019 | ||||||||||
Commission expense | 37,381 | 33,213 | 32,350 | ||||||||
Income tax expense | $ 2,606 | $ 4,918 | $ 5,965 | $ 3,722 | $ (13,390) | $ (1,966) | $ 1,661 | $ 2,683 | 17,211 | (11,012) | 15,161 |
Net income | 9,020 | $ 15,055 | $ 17,669 | $ 10,434 | 24,401 | $ (3,305) | $ 2,739 | $ 4,318 | 52,178 | 28,153 | $ 24,244 |
Prepaid expenses and other | 19,830 | 16,103 | 19,830 | 16,103 | |||||||
Accounts payable | 92,019 | 84,380 | 92,019 | 84,380 | |||||||
Income taxes payable | 2,678 | 2,678 | |||||||||
Retained earnings | 231,525 | $ 186,226 | 231,525 | $ 186,226 | |||||||
Under ASC 605 [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Truckload services revenue | 309,884 | ||||||||||
Brokerage services revenue | 364,644 | ||||||||||
Intermodal services revenue | 250,165 | ||||||||||
Dedicated services revenue | 120,652 | ||||||||||
Purchased transportation and equipment rent expense | 709,628 | ||||||||||
Commission expense | 37,181 | ||||||||||
Income tax expense | 16,826 | ||||||||||
Net income | 51,012 | ||||||||||
Prepaid expenses and other | 17,929 | 17,929 | |||||||||
Accounts payable | 90,596 | 90,596 | |||||||||
Income taxes payable | 2,293 | 2,293 | |||||||||
Retained earnings | 230,359 | 230,359 | |||||||||
Adjustment [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Truckload services revenue | 3,927 | ||||||||||
Brokerage services revenue | 2,935 | ||||||||||
Intermodal services revenue | 909 | ||||||||||
Dedicated services revenue | 371 | ||||||||||
Purchased transportation and equipment rent expense | 6,391 | ||||||||||
Commission expense | 200 | ||||||||||
Income tax expense | 385 | ||||||||||
Net income | 1,166 | ||||||||||
Prepaid expenses and other | 1,901 | 1,901 | |||||||||
Accounts payable | 1,423 | 1,423 | |||||||||
Income taxes payable | 385 | 385 | |||||||||
Retained earnings | $ 1,166 | $ 1,166 |
Revenue Recognition - Contact B
Revenue Recognition - Contact Balances Associated with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 |
Other Current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Prepaid expenses and other - contract assets | $ 1,901 | $ 1,361 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Dec. 07, 2018USD ($) | Oct. 12, 2018USD ($)Tractor | Aug. 10, 2018USD ($) | Feb. 01, 2018USD ($)a | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Total cash purchase price | $ 173,599 | ||||
Operating income of the acquired companies | 5,100 | ||||
Actual revenue of the acquired companies | $ 70,900 | ||||
Deco Logistics and Oaktree Logistics [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Dec. 7, 2018 | ||||
Total cash purchase price | $ 60,700 | ||||
Transaction related costs incurred in acquisition | $ 400 | ||||
Specialized Rail Service [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Oct. 12, 2018 | ||||
Total cash purchase price | $ 12,300 | ||||
Transaction related costs incurred in acquisition | $ 300 | ||||
Number of tractors in operating fleet | Tractor | 140 | ||||
Southern Counties [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Aug. 10, 2018 | ||||
Total cash purchase price | $ 65,700 | ||||
Transaction related costs incurred in acquisition | $ 600 | ||||
Fore [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Feb. 1, 2018 | ||||
Total cash purchase price | $ 35,100 | ||||
Transaction related costs incurred in acquisition | $ 200 | ||||
Area of land | a | 28 | ||||
Southern Counties and Fore Acquisition [Member] | Non-competition Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 5 years | ||||
Southern Counties and Fore Acquisition [Member] | Minimum [Member] | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 7 years | ||||
Southern Counties and Fore Acquisition [Member] | Maximum [Member] | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 12 years | ||||
Container Connection, Specialized Rail, Southern Counties and Fore Acquisition | Tradenames [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 3 years |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 07, 2018 | Oct. 12, 2018 | Aug. 10, 2018 | Feb. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 145,152 | $ 74,484 | $ 74,484 | |||||
Container Connection [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets | $ 6,458 | |||||||
Property and equipment | 50 | |||||||
Goodwill | 28,916 | |||||||
Intangible assets | 35,099 | |||||||
Current liabilities | (1,930) | |||||||
Deferred tax liabilities, net | (7,892) | |||||||
Total purchase price | $ 60,701 | |||||||
Specialized Rail [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets | $ 4,130 | |||||||
Property and equipment | 6,187 | |||||||
Goodwill | 1,013 | |||||||
Intangible assets | 5,342 | |||||||
Other assets | 109 | |||||||
Current liabilities | (2,419) | |||||||
Deferred tax liabilities, net | (2,112) | |||||||
Total purchase price | $ 12,250 | |||||||
Southern Counties [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets | $ 5,359 | |||||||
Property and equipment | 4,598 | |||||||
Goodwill | 30,325 | |||||||
Intangible assets | 35,690 | |||||||
Other assets | 1,427 | |||||||
Current liabilities | (3,027) | |||||||
Deferred tax liabilities, net | (8,690) | |||||||
Total purchase price | $ 65,682 | |||||||
Fore [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Current assets | [1] | $ 6,077 | ||||||
Property and equipment | [1] | 10,864 | ||||||
Goodwill | [1] | 10,414 | ||||||
Intangible assets | [1] | 12,108 | ||||||
Current liabilities | [1] | (1,234) | ||||||
Deferred tax liabilities, net | [1] | (3,123) | ||||||
Total purchase price | [1] | $ 35,106 | ||||||
[1] | The purchase price allocation for Fore is considered final as of December 31, 2018. |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Operating revenues | $ 1,568,467 | $ 1,376,193 |
Income from operations | 98,892 | 42,937 |
Net income | $ 59,959 | $ 35,528 |
Earnings per common share: | ||
Basic | $ 2.11 | $ 1.25 |
Diluted | $ 2.11 | $ 1.25 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Investments Debt And Equity Securities [Abstract] | ||
Marketable securities | $ 9,333 | $ 15,144 |
Cost | 11,143 | 10,231 |
Unrealized (losses) gains | $ (1,810) | $ 4,913 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Other-than-temporary impairment, net of cost | $ 424,000 | |
Other Nonoperating Income (Expense) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Net unrealized pre-tax (loss) in market value | $ (1,810,000) |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Investments Debt And Equity Securities [Abstract] | ||
Gross unrealized gains | $ 89 | $ 5,390 |
Gross unrealized losses | (1,899) | (477) |
Net unrealized (losses) gains | $ (1,810) | $ 4,913 |
Marketable Securities - Summary
Marketable Securities - Summary of Net Realized Gains on Marketable Equity Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Realized gain | |||
Sale proceeds | $ 5,733 | $ 1,261 | $ 866 |
Cost of securities sold | 5,229 | 338 | 454 |
Realized gain | 504 | 923 | 412 |
Realized gain, net of taxes | $ 379 | $ 537 | $ 253 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | ||
Total unbilled receivables | $ 28.8 | $ 26.2 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 1,330 | $ 1,613 | $ 5,173 |
Provision for doubtful accounts | 924 | 1,533 | 3,099 |
Acquisition of businesses | 253 | 0 | 0 |
Uncollectible accounts written off | (735) | (1,816) | (6,659) |
Balance at end of year | $ 1,772 | $ 1,330 | $ 1,613 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 534,553 | $ 472,966 |
Less accumulated depreciation | (231,319) | (205,771) |
Total | 303,234 | 267,195 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 267,094 | 236,667 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 128,805 | 102,977 |
Other operating assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 104,559 | 105,434 |
Information technology equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 26,135 | 23,985 |
Construction in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 7,960 | $ 3,903 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Payroll related items | $ 11,476 | $ 9,854 |
Driver escrow liabilities | 3,923 | 3,785 |
Commissions, taxes and other | 9,727 | 10,490 |
Total | $ 25,126 | $ 24,129 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 541 | |
Unamortized debt issuance costs | (2,703) | $ (1,261) | |
Outstanding Debt | 400,452 | 247,978 | |
Less current portion of long-term debt | 51,903 | 40,870 | |
Total long-term debt, net of current portion | $ 348,549 | 207,108 | |
Credit facility, Interest Rates | [1] | 3.62% | |
Credit and Security Agreement [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 4.27% | |
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 150,000 | |
Credit and Security Agreement [Member] | Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 80,588 | |
Credit facility, Interest Rates | [2] | 4.27% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 126,162 | 112,205 |
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] | 5.13% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [4] | $ 45,864 | 44,309 |
Credit facility, Interest Rates | [4] | 4.77% | |
Debt Paid Upon Refinancing | Westport Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | 22,500 | ||
Debt Paid Upon Refinancing | ABL Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | $ 70,225 | ||
[1] | 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. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively. | ||
[2] | The Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $350 million in the form of a $150 million term loan and a $200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023. The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019, with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023. At closing, proceeds from the Credit Agreement were used to pay off certain existing indebtedness and to pay fees and expenses associated with the Credit Agreement. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2018, we were in compliance with all covenants under the facility, and $119.4 million was available for borrowing on the revolver. | ||
[3] | The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 5.13%. At December 31, 2018, we were in compliance with all covenants. | ||
[4] | The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2018, we were in compliance with all covenants. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)Installment | Dec. 31, 2017USD ($) | ||
Debt Instrument [Line Items] | |||
Description of variable rate basis | LIBOR rate plus 2.25% | ||
Credit and Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 350,000,000 | ||
Credit facility available for borrowings | 119,400,000 | ||
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term loan, face amount | $ 150,000,000 | ||
Term loan, maturity date | Nov. 26, 2023 | ||
Term loan, payment commencement date | Mar. 31, 2019 | ||
Credit and Security Agreement [Member] | Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, borrowing capacity | $ 200,000,000 | ||
Credit facility, expiration date | Nov. 26, 2023 | ||
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] | 5.13% | |
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 | $ 5,000,000 | $ 8,900,000 | |
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 5.13%. At December 31, 2018, 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, 2018USD ($) |
Debt Maturities [Line Items] | |
2019 | $ 52,490 |
2020 | 57,247 |
2021 | 41,423 |
2022 | 37,468 |
2023 | 198,126 |
Thereafter | 16,401 |
Total | 403,155 |
Equipment Financing [Member] | |
Debt Maturities [Line Items] | |
2019 | 38,556 |
2020 | 40,104 |
2021 | 24,280 |
2022 | 16,576 |
2023 | 6,646 |
Total | 126,162 |
Real Estate Financing [Member] | |
Debt Maturities [Line Items] | |
2019 | 5,893 |
2020 | 5,893 |
2021 | 5,893 |
2022 | 5,892 |
2023 | 5,892 |
Thereafter | 16,401 |
Total | 45,864 |
Margin Facility [Member] | |
Debt Maturities [Line Items] | |
2019 | 541 |
Total | 541 |
Revolver [Member] | |
Debt Maturities [Line Items] | |
2023 | 80,588 |
Total | 80,588 |
Term Loan [Member] | |
Debt Maturities [Line Items] | |
2019 | 7,500 |
2020 | 11,250 |
2021 | 11,250 |
2022 | 15,000 |
2023 | 105,000 |
Total | $ 150,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)Agreement | Dec. 31, 2017USD ($) | ||
Line of Credit Facility [Line Items] | |||
Number of swap agreements | Agreement | 2 | ||
Notional amount | $ 15,700,000 | ||
Description of variable rate basis | LIBOR rate plus 2.25% | ||
Interest accrued percentage | [1] | 3.62% | |
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] | |||
Fair value asset of swap agreement | $ 400,000 | $ 300,000 | |
[1] | 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. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively. |
Fair Value Measurement and Di_3
Fair Value Measurement and Disclosures - Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 9,333 | $ 15,144 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 75 | |
Marketable securities | 9,333 | 15,144 |
Interest rate swaps | 392 | 260 |
Total Assets | 9,725 | 15,479 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 75 | |
Marketable securities | 9,333 | 15,144 |
Total Assets | 9,333 | 15,219 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 392 | 260 |
Total Assets | $ 392 | $ 260 |
Fair Value Measurement and Di_4
Fair Value Measurement and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Dec. 31, 2018USD ($) |
Carrying Reported Amount Fair Value Disclosure [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 126,162 |
Estimate of Fair Value Measurement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 125,214 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 78,427 | $ 78,499 | $ 67,249 |
Administrative support services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 3,094 | 2,771 | 2,638 |
Truck fuel, tolls and maintenance [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 2,428 | 2,652 | 2,656 |
Real estate rent and related costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 14,295 | 17,046 | 17,174 |
Insurance and employee benefit plans [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 57,370 | 55,995 | 44,548 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 1,240 | $ 35 | $ 233 |
Transactions with Affiliates _2
Transactions with Affiliates - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018USD ($)Facilityshares | Dec. 31, 2017USD ($)Tractorshares | Dec. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |||
Occupancy of facilities either on monthly or contractual basis | Facility | 34 | ||
Insurance, claims and other receivables | $ 10,500,000 | $ 10,100,000 | |
Due to affiliates | 17,764,000 | 11,964,000 | |
Amounts paid for legal services | 2,100 | 1,400 | $ 0 |
Due from affiliates | $ 5,247,000 | 2,685,000 | |
CEO [Member] | Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares acquisition by exercise right of first refusal , Shares | shares | 7,500 | ||
Shares acquisition by exercise right of first refusal , Value | $ 264,000 | ||
Affiliates [Member] | Used Equipment [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | 8,300 | 2,100,000 | |
Affiliates [Member] | Wheels and Tires [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | $ 466,000 | $ 1,800,000 | |
Affiliates [Member] | Used Tractors [Member] | |||
Related Party Transaction [Line Items] | |||
Number of used tractors purchased | Tractor | 64 | ||
Director [Member] | Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Shares acquisition by exercise right of first refusal , Shares | shares | 10,065 | ||
Shares acquisition by exercise right of first refusal , Value | $ 355,000 |
Transactions with Affiliates _3
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 900 | $ 1,100 | $ 1,090 |
Purchased Transportation And Equipment Rent [Member] | |||
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 900 | $ 1,100 | $ 1,090 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 69,389 | $ 17,141 | $ 39,405 |
U.S. Domestic [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | 71,441 | 28,360 | 40,172 |
Foreign [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ (2,052) | $ (11,219) | $ (767) |
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, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||||||||||
U.S. Federal | $ 7,266 | $ 5,394 | $ 7,432 | ||||||||
State | 3,556 | 2,227 | 748 | ||||||||
Foreign | 427 | 688 | 284 | ||||||||
Current income taxes provision, Total | 11,249 | 8,309 | 8,464 | ||||||||
Deferred: | |||||||||||
U.S. Federal | 5,873 | (14,264) | 6,521 | ||||||||
State | (855) | (1,113) | 140 | ||||||||
Foreign | 944 | (3,944) | 36 | ||||||||
Deferred income taxes provision, Total | 5,962 | (19,321) | 6,697 | ||||||||
Total | $ 2,606 | $ 4,918 | $ 5,965 | $ 3,722 | $ (13,390) | $ (1,966) | $ 1,661 | $ 2,683 | $ 17,211 | $ (11,012) | $ 15,161 |
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 | |
Income Taxes [Line Items] | ||||
Federal statutory rate | 21.00% | 35.00% | 35.00% | |
Provisional tax benefit | $ 18,200 | |||
Unrecognized tax benefit in certain tax positions | $ 331 | $ 367 | $ 416 | $ 333 |
Accrued interest | 100 | |||
Accrued penalties | 100 | |||
Foreign [Member] | Mexican Subsidiary [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 1,600 | |||
Operating loss carryforwards expire year | 2027 | |||
Foreign [Member] | Canadian And German Subsidiaries [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 1,900 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Domestic deferred tax liabilities: | ||
Net deferred tax liability | $ 56,679 | $ 28,207 |
U.S. Domestic [Member] | ||
Deferred tax assets: | ||
Allowance for doubtful accounts | 425 | 323 |
Other assets | 4,561 | 2,694 |
Accrued expenses | 4,982 | 6,622 |
Deferred tax assets | 9,968 | 9,639 |
Domestic deferred tax liabilities: | ||
Prepaid expenses | 696 | 1,002 |
Marketable securities | 1,004 | 1,153 |
Intangible assets | 25,907 | 7,894 |
Property and equipment | 41,589 | 31,951 |
Deferred tax liabilities | 69,196 | 42,000 |
Net deferred tax liability | 59,228 | 32,361 |
Foreign [Member] | ||
Deferred tax assets: | ||
Net operating losses | 3,499 | 3,636 |
Other assets | 927 | 928 |
Valuation allowance - foreign | (1,877) | (410) |
Deferred tax assets | $ 2,549 | $ 4,154 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 35.00% | 35.00% |
Change in tax law | 0.00% | (106.00%) | 0.00% |
Non-deductible expense | 0.00% | 2.00% | 0.00% |
State, net of federal benefit | 3.00% | 4.00% | 2.00% |
Foreign | 2.00% | 1.00% | 1.00% |
Other | (1.00%) | 0.00% | 0.00% |
Effective tax rate | 25.00% | (64.00%) | 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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit - beginning of year | $ 367 | $ 416 | $ 333 |
Increases related to prior year tax positions | 26 | 22 | 24 |
Increases related to current year tax positions | 30 | 9 | 95 |
Decreases related to prior year tax positions | (92) | (80) | (36) |
Unrecognized tax benefit - end of year | $ 331 | $ 367 | $ 416 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Line Items] | |
Total required payments | $ 59,400 |
2019 | 21,971 |
2020 | 13,305 |
2021 | 8,150 |
2022 | 4,028 |
2023 | 3,592 |
Thereafter | 8,331 |
Total required payments | 59,377 |
With Affiliates [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
2019 | 9,357 |
2020 | 6,556 |
2021 | 5,408 |
2022 | 3,919 |
2023 | 3,592 |
Thereafter | 8,331 |
Total required payments | 37,163 |
With Third Parties [Member] | |
Operating Leases Future Minimum Payments Due [Line Items] | |
2019 | 12,614 |
2020 | 6,749 |
2021 | 2,742 |
2022 | 109 |
2023 | 0 |
Thereafter | 0 |
Total required payments | $ 22,214 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | |||
Rental expense for facilities, vehicles and other equipment leased from third parties | $ 22.6 | $ 17.9 | $ 20.2 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2018USD ($)Employee | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2008USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Pension plan contribution | $ 600 | |||
Expense of retirement plans | $ 600,000 | $ 500,000 | $ 500,000 | |
Canadian [Member] | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of employees covered | Employee | 11 | |||
Required contributions into Canada Wide Industrial Pension Plan | $ 39,000 | $ 41,000 | ||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock grants vested | 25.00% | |||||||
Total fair value of shares vested | $ 413,000 | $ 414,000 | $ 571,000 | |||||
Total unrecognized compensation cost | 107,000 | |||||||
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 | |||||||
Restricted stock grant date fair value per share | $ 14.93 | |||||||
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, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Nonvested, Beginning Balance | 31,250 | |
Shares, Granted | 50,000 | |
Shares, Vested | (23,750) | |
Shares, Ending Balance | 7,500 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 16.63 | |
Weighted Average Grant Date Fair Value, Granted | $ 14.93 | |
Weighted Average Grant Date Fair Value, Vested | 17.41 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 14.15 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 21, 2018USD ($)DefendantCoDefendant | Oct. 30, 2017USD ($) | Oct. 16, 2017USD ($) | Jul. 21, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)Employee |
Concentration Risk [Line Items] | |||||||
Accrual insurance and claims | $ 1,800,000 | $ 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 | ||||||
Litigation settlement, expense | $ 9,000,000 | ||||||
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 | 26.00% | ||||||
Number of employees subject to contracts that expire in 2019 | Employee | 19 | ||||||
Mexico [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Percentage of revenues from major customers | 91.00% | ||||||
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 | |||||
Minimum [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 | ||||||
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 | ||||||
Accrued interest on verdict, per year | 9.00% | ||||||
Company’s accrued liability advance | $ 7,000,000 | ||||||
Denton v. UACL, et al [Member] | Minimum [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Estimated possible range of financial exposure | $ 18,200,000 | ||||||
Denton v. UACL, et al [Member] | Maximum [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Estimated possible range of financial exposure | $ 53,200,000 | ||||||
Ford Motor Company [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Damages awarded value | $ 76,000,000 | ||||||
Ford Motor Company [Member] | Subsidiary Defendants [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Loss contingency number of defendants | Defendant | 2 | ||||||
Ford Motor Company [Member] | Other Parties [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Loss contingency number of co-defendants | CoDefendant | 2 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Weighted average non-vested shares of restricted shares | 6,912 | 2,922 | 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 2,500 | 45,000 |
Quarterly Financial Data (Una_3
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, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating revenue | $ 386,378 | $ 374,292 | $ 365,925 | $ 335,113 | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 1,461,708 | $ 1,216,665 | $ 1,072,751 |
Operating income (loss) | 17,908 | 22,530 | 26,252 | 17,104 | 13,112 | (3,484) | 6,417 | 9,169 | 83,794 | 25,214 | 46,580 |
Income (loss) before income taxes | 11,626 | 19,973 | 23,634 | 14,156 | 11,011 | (5,271) | 4,400 | 7,001 | |||
Income tax expense (benefit) | 2,606 | 4,918 | 5,965 | 3,722 | (13,390) | (1,966) | 1,661 | 2,683 | 17,211 | (11,012) | 15,161 |
Net income | $ 9,020 | $ 15,055 | $ 17,669 | $ 10,434 | $ 24,401 | $ (3,305) | $ 2,739 | $ 4,318 | $ 52,178 | $ 28,153 | $ 24,244 |
Earnings per common share: | |||||||||||
Basic | $ 0.32 | $ 0.53 | $ 0.62 | $ 0.37 | $ 0.86 | $ (0.12) | $ 0.10 | $ 0.15 | $ 1.84 | $ 0.99 | $ 0.85 |
Diluted | $ 0.32 | $ 0.53 | $ 0.62 | $ 0.37 | $ 0.86 | $ (0.12) | $ 0.10 | $ 0.15 | $ 1.84 | $ 0.99 | $ 0.85 |
Weighted average number of common shares outstanding: | |||||||||||
Basic | 28,370 | 28,382 | 28,395 | 28,386 | 28,382 | 28,441 | 28,443 | 28,435 | 28,383 | 28,425 | 28,411 |
Diluted | 28,374 | 28,392 | 28,402 | 28,393 | 28,390 | 28,444 | 28,443 | 28,435 | 28,390 | 28,428 | 28,411 |
Quarterly Financial Data (Una_4
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, 2018Segment | |
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, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 386,378 | $ 374,292 | $ 365,925 | $ 335,113 | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 1,461,708 | $ 1,216,665 | $ 1,072,751 |
Depreciation and amortization | 54,425 | 46,995 | 36,702 | ||||||||
Income from operations | 17,908 | $ 22,530 | $ 26,252 | $ 17,104 | 13,112 | $ (3,484) | $ 6,417 | $ 9,169 | 83,794 | 25,214 | 46,580 |
Capital expenditures | 66,585 | 63,360 | 101,009 | ||||||||
Total assets | 843,147 | 610,592 | 843,147 | 610,592 | 570,457 | ||||||
Operating Segments [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 949,242 | 750,302 | 656,496 | ||||||||
Depreciation and amortization | 27,128 | 17,661 | 13,459 | ||||||||
Income from operations | 51,634 | 14,512 | 22,399 | ||||||||
Capital expenditures | 32,267 | 12,330 | 9,464 | ||||||||
Total assets | 525,906 | 291,736 | 525,906 | 291,736 | 252,164 | ||||||
Operating Segments [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 510,918 | 465,070 | 414,948 | ||||||||
Depreciation and amortization | 26,125 | 29,136 | 23,064 | ||||||||
Income from operations | 31,136 | 10,597 | 27,653 | ||||||||
Capital expenditures | 33,312 | 50,597 | 91,045 | ||||||||
Total assets | 298,455 | 293,773 | 298,455 | 293,773 | 292,227 | ||||||
Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,548 | 1,293 | 1,307 | ||||||||
Depreciation and amortization | 1,172 | 198 | 179 | ||||||||
Income from operations | 1,024 | 105 | (3,472) | ||||||||
Capital expenditures | 1,006 | 433 | 500 | ||||||||
Total assets | $ 18,786 | $ 25,083 | 18,786 | 25,083 | 26,066 | ||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (14,124) | (9,159) | (9,378) | ||||||||
Intersegment Eliminations [Member] | Transportation [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (1,673) | (1,064) | (1,896) | ||||||||
Intersegment Eliminations [Member] | Logistics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ (12,451) | $ (8,095) | $ (7,482) |
Segment Reporting - Revenues At
Segment Reporting - Revenues Attributed to Geographic Areas (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 386,378 | $ 374,292 | $ 365,925 | $ 335,113 | $ 314,023 | $ 313,001 | $ 305,199 | $ 284,442 | $ 1,461,708 | $ 1,216,665 | $ 1,072,751 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,426,897 | 1,179,115 | 1,038,963 | ||||||||
Mexico [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 18,716 | 24,346 | 20,046 | ||||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 14,188 | 11,538 | 12,157 | ||||||||
Colombia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 1,907 | $ 1,666 | $ 1,585 |
Segment Reporting - Net Long-Li
Segment Reporting - Net Long-Lived Property and Equipment Assets by Geographic Areas (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | $ 303,234 | $ 267,195 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 284,321 | 245,070 |
Mexico [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 18,612 | 21,725 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | 295 | 389 |
Colombia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived property and equipment assets, total | $ 6 | $ 11 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Feb. 21, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Quarterly cash dividend declared per common stock | $ 0.53 | $ 0.28 | $ 0.28 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividends payable, date declared | Feb. 21, 2019 | |||
Quarterly cash dividend declared per common stock | $ 0.105 | |||
Additional special annual dividend approved per common stock | $ 0.110 | |||
Dividends payable, recorded date | Mar. 4, 2019 | |||
Dividends payable, date to be paid | Mar. 14, 2019 |