Transactions with Affiliates | ( 1 1 ) 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 costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and thirty-nine weeks ended September 28, 2019 and September 29, 2018 (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Administrative support services $ 1,852 $ 615 $ 3,352 $ 2,346 Truck fuel, tolls and maintenance 212 29 726 910 Real estate rent and related costs 3,629 3,418 8,822 10,999 Insurance and employee benefit plans 8,685 16,394 34,097 39,907 Purchased transportation and equipment rent 11 92 29 1,164 Total $ 14,389 $ 20,548 $ 47,026 $ 55,326 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 that are under common control with CenTra. ( 1 1 ) Transactions with Affiliates – continued A significant number of our operating locations are located in facilities leased from affiliates. At 30 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. 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 September 28, 2019 and December 31, 2018, amounts due to affiliates were $20.4 million and $17.8 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 September 28, 2019 and December 31, 2018, there were $9.0 million and $10.5 million, respectively, included in each of these accounts for insured claims. We made purchases of used equipment from an affiliate during the thirty-nine weeks ended September 29, 2018 totaling $8,300, and purchased wheels and tires from an affiliate for new trailering equipment totaling $23,000 during the same period. There were no such purchases made during the thirty-nine weeks ended September 28, 2019. Services provided by Universal to Affiliates We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Following is a schedule of services provided to affiliates for the thirteen weeks and thirty-nine weeks ended September 28, 2019 and September 29, 2018 (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Purchased transportation and equipment rent $ 404 $ 342 $ 1,136 $ 679 Total $ 404 $ 342 $ 1,136 $ 679 At September 28, 2019 and December 31, 2018, amounts due from affiliates were $3.4 million and $5.2 million, respectively. During the thirty-nine weeks ended September 28, 2019, we also sold a vacant parcel of land to an affiliate for $2.5 million. The sales price was established by an independent third party appraisal. The Company’s basis in the land was $2.4 million, resulting in a gain of $0.1 million. In August 2019, our Board of Directors authorized the repurchase of up to 600,000 shares of our common stock through a “Dutch auction” tender offer. Subject to certain limitations and legal requirements, we could repurchase up to an additional 2% of our outstanding shares. Following the expiration of the tender offer, we accepted 1,101,597 shares tendered through this offer for purchase at a final purchase price of $22.50 per share, for a total purchase price of approximately $24.8 million. The tender offer expired on September 13, 2019. The total amount of shares purchased in the tender offer includes 600,000 shares tendered by a director of the Company, Mr. Manuel J. Moroun, and 10,000 shares tendered by the Company’s Chief Financial Officer, Mr. Jude Beres. We used funds borrowed under our existing line of credit and from our available cash and cash equivalents to fund the purchase of the accepted shares. |