Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 28, 2019 | Nov. 04, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 28, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ULH | |
Entity Registrant Name | Universal Logistics Holdings, Inc. | |
Entity Central Index Key | 0001308208 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 27,282,230 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-51142 | |
Entity Tax Identification Number | 38-3640097 | |
Entity Address, Address Line One | 12755 E. Nine Mile Road | |
Entity Address, City or Town | Warren | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48089 | |
City Area Code | 586 | |
Local Phone Number | 920-0100 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, no par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | MI |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,485 | $ 5,727 |
Marketable securities | 9,139 | 9,333 |
Accounts receivable – net of allowance for doubtful accounts of $1,988 and $1,772, respectively | 212,010 | 215,991 |
Other receivables | 16,814 | 19,130 |
Prepaid expenses and other | 18,991 | 19,830 |
Due from affiliates | 3,353 | 5,247 |
Total current assets | 266,792 | 275,258 |
Property and equipment – net of accumulated depreciation of $258,769 and $231,319, respectively | 317,623 | 303,234 |
Operating lease right-of-use asset | 79,628 | |
Goodwill | 158,416 | 145,152 |
Intangible assets – net of accumulated amortization of $75,055 and $62,624, respectively | 106,989 | 113,775 |
Deferred income taxes | 2,361 | 2,549 |
Other assets | 2,920 | 3,179 |
Total assets | 934,729 | 843,147 |
Current liabilities: | ||
Accounts payable | 101,483 | 92,019 |
Current portion of long-term debt | 59,894 | 51,903 |
Insurance and claims | 55,931 | 31,679 |
Accrued expenses and other current liabilities | 27,242 | 25,126 |
Current portion of operating lease liabilities | 24,860 | |
Due to affiliates | 20,371 | 17,764 |
Income taxes payable | 2,470 | 2,678 |
Total current liabilities | 292,251 | 221,169 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 326,662 | 348,549 |
Operating lease liabilities, net of current portion | 56,440 | |
Deferred income taxes | 56,243 | 59,228 |
Other long-term liabilities | 5,218 | 4,902 |
Total long-term liabilities | 444,563 | 412,679 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,970,452 and 30,965,452 shares issued; 27,282,230 and 28,378,827 shares outstanding, respectively | 30,972 | 30,967 |
Paid-in capital | 4,298 | 4,230 |
Treasury stock, at cost; 3,688,222 and 2,586,625 shares, respectively | (77,248) | (52,462) |
Retained earnings | 245,332 | 231,525 |
Accumulated other comprehensive income (loss): | ||
Interest rate swaps, net of income taxes of $(60) and $94, respectively | (187) | 298 |
Foreign currency translation adjustments | (5,252) | (5,259) |
Total shareholders’ equity | 197,915 | 209,299 |
Total liabilities and shareholders’ equity | $ 934,729 | $ 843,147 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,988 | $ 1,772 |
Property and equipment, accumulated depreciation | 258,769 | 231,319 |
Intangible assets, accumulated amortization | $ 75,055 | $ 62,624 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,970,452 | 30,965,452 |
Common stock, shares outstanding | 27,282,230 | 28,378,827 |
Treasury stock, shares | 3,688,222 | 2,586,625 |
Interest rate swaps, income taxes | $ 60 | $ 94 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Operating revenues: | ||||
Truckload services | $ 62,615 | $ 80,204 | $ 193,133 | $ 240,053 |
Brokerage services | 94,442 | 98,801 | 269,680 | 269,446 |
Intermodal services | 93,022 | 65,710 | 278,043 | 167,190 |
Dedicated services | 32,730 | 36,195 | 105,618 | 106,915 |
Value-added services | 92,676 | 93,382 | 289,593 | 291,726 |
Total operating revenues | 375,485 | 374,292 | 1,136,067 | 1,075,330 |
Operating expenses: | ||||
Purchased transportation and equipment rent | 183,902 | 186,239 | 539,584 | 526,502 |
Direct personnel and related benefits | 91,946 | 87,189 | 278,763 | 260,548 |
Operating supplies and expenses | 30,465 | 32,119 | 91,972 | 90,547 |
Commission expense | 7,991 | 9,653 | 23,685 | 28,298 |
Occupancy expense | 8,380 | 7,410 | 27,523 | 22,574 |
General and administrative | 11,435 | 7,750 | 30,309 | 23,354 |
Insurance and claims | 29,912 | 7,419 | 41,215 | 18,173 |
Depreciation and amortization | 18,807 | 13,983 | 53,140 | 39,448 |
Total operating expenses | 382,838 | 351,762 | 1,086,191 | 1,009,444 |
(Loss) income from operations | (7,353) | 22,530 | 49,876 | 65,886 |
Interest income | 14 | 21 | 57 | 56 |
Interest expense | (4,091) | (4,324) | (12,602) | (9,866) |
Other non-operating income | 163 | 1,746 | 1,212 | 1,688 |
(Loss) income before income taxes | (11,267) | 19,973 | 38,543 | 57,764 |
Provision for income taxes | (2,847) | 4,918 | 9,694 | 14,606 |
Net (loss) income | $ (8,420) | $ 15,055 | $ 28,849 | $ 43,158 |
Earnings per common share: | ||||
Basic | $ (0.30) | $ 0.53 | $ 1.02 | $ 1.52 |
Diluted | $ (0.30) | $ 0.53 | $ 1.02 | $ 1.52 |
Weighted average number of common shares outstanding: | ||||
Basic | 28,263 | 28,382 | 28,342 | 28,388 |
Diluted | 28,264 | 28,392 | 28,343 | 28,396 |
Dividends declared per common share | $ 0.105 | $ 0.105 | $ 0.315 | $ 0.315 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Income | $ (8,420) | $ 15,055 | $ 28,849 | $ 43,158 |
Other comprehensive income: | ||||
Unrealized changes in fair value of interest rate swaps, net of income taxes of $(34), $17, $(155) and $107, respectively | (107) | 112 | (485) | 343 |
Foreign currency translation adjustments | (185) | 589 | 7 | 764 |
Total other comprehensive income | (292) | 701 | (478) | 1,107 |
Total comprehensive income | $ (8,712) | $ 15,756 | $ 28,371 | $ 44,265 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Unrealized changes in fair value of interest rate swaps, tax | $ (34) | $ 17 | $ (155) | $ 107 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2019 | Sep. 29, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 28,849 | $ 43,158 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 53,140 | 39,448 |
Noncash lease expense | 22,361 | |
Gain on marketable equity securities | (960) | (291) |
Loss (gain) on disposal of property and equipment | 6 | (137) |
Gain on life insurance policies | (1,025) | |
Amortization of debt issuance costs | 439 | 998 |
Stock-based compensation | 73 | 246 |
Provision for doubtful accounts | 2,157 | 561 |
Deferred income taxes | (1,877) | 3,741 |
Change in assets and liabilities: | ||
Trade and other accounts receivable | 7,246 | (33,239) |
Prepaid expenses and other assets | 1,236 | (3,694) |
Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable | 36,230 | 20,421 |
Principal reduction in operating lease liabilities | (21,103) | |
Due to/from affiliates, net | 4,503 | 2,674 |
Other long-term liabilities | (324) | 1,040 |
Net cash provided by operating activities | 131,976 | 73,901 |
Cash flows from investing activities: | ||
Capital expenditures | (60,752) | (54,207) |
Proceeds from the sale of property and equipment | 5,002 | 2,132 |
Purchases of marketable securities | (92) | (613) |
Proceeds from sale of marketable securities | 1,246 | 5,615 |
Proceeds from life insurance policies | 2,583 | |
Acquisition of business | (22,457) | (100,787) |
Net cash used in investing activities | (77,053) | (145,277) |
Cash flows from financing activities: | ||
Proceeds from borrowing - revolving debt | 214,393 | 304,885 |
Repayments of debt - revolving debt | (229,392) | (276,000) |
Proceeds from borrowing - term debt | 45,433 | 84,133 |
Repayments of debt - term debt | (44,228) | (37,123) |
Borrowings under margin account | 12,400 | |
Repayments under margin account | (541) | (7,149) |
Payment of capital lease obligations | (69) | |
Capitalized financing costs | (862) | |
Purchases of treasury stock | (24,786) | (832) |
Dividends paid | (15,042) | (7,950) |
Net cash (used in) provided by financing activities | (54,163) | 71,433 |
Effect of exchange rate changes on cash and cash equivalents | (2) | 816 |
Net increase in cash | 758 | 873 |
Cash and cash equivalents – beginning of period | 5,727 | 1,672 |
Cash and cash equivalents – end of period | 6,485 | 2,545 |
Supplemental cash flow information: | ||
Cash paid for interest | 11,282 | 8,398 |
Cash paid for income taxes | 11,892 | 3,717 |
Acquisition of business: | ||
Fair value of assets acquired | 23,981 | 115,736 |
Liabilities assumed | (2,779) | (14,949) |
Payment of acquisition obligations | 1,255 | |
Net cash paid for acquisition of business | $ 22,457 | $ 100,787 |
Unaudited Consolidated Statem_5
Unaudited 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, 2017 | $ 168,765 | $ 30,943 | $ 3,841 | $ (51,532) | $ 186,226 | $ (713) |
Net income | 10,434 | 10,434 | ||||
Comprehensive income | 1,721 | 1,721 | ||||
Cumulative effect adjustment | ASU 2014-09 [Member] | 228 | 228 | ||||
Cumulative effect adjustment | ASU 2016-01 [Member] | 3,823 | (3,823) | ||||
Dividends paid | (1,988) | (1,988) | ||||
Stock based compensation | 245 | 12 | 233 | |||
Balances at Mar. 31, 2018 | 179,405 | 30,955 | 4,074 | (51,532) | 198,723 | (2,815) |
Balances at Dec. 31, 2017 | 168,765 | 30,943 | 3,841 | (51,532) | 186,226 | (713) |
Net income | 43,158 | |||||
Comprehensive income | 1,107 | |||||
Balances at Sep. 29, 2018 | 204,721 | 30,955 | 4,074 | (52,364) | 225,485 | (3,429) |
Balances at Mar. 31, 2018 | 179,405 | 30,955 | 4,074 | (51,532) | 198,723 | (2,815) |
Net income | 17,669 | 17,669 | ||||
Comprehensive income | (1,315) | (1,315) | ||||
Dividends paid | (2,981) | (2,981) | ||||
Balances at Jun. 30, 2018 | 192,778 | 30,955 | 4,074 | (51,532) | 213,411 | (4,130) |
Net income | 15,055 | 15,055 | ||||
Comprehensive income | 701 | 701 | ||||
Purchases of treasury stock | (832) | (832) | ||||
Dividends paid | (2,981) | (2,981) | ||||
Balances at Sep. 29, 2018 | 204,721 | 30,955 | 4,074 | (52,364) | 225,485 | (3,429) |
Balances at Dec. 31, 2018 | 209,299 | 30,967 | 4,230 | (52,462) | 231,525 | (4,961) |
Net income | 17,297 | 17,297 | ||||
Comprehensive income | 86 | 86 | ||||
Dividends paid | (6,101) | (6,101) | ||||
Stock based compensation | 73 | 5 | 68 | |||
Balances at Mar. 30, 2019 | 220,654 | 30,972 | 4,298 | (52,462) | 242,721 | (4,875) |
Balances at Dec. 31, 2018 | 209,299 | 30,967 | 4,230 | (52,462) | 231,525 | (4,961) |
Net income | 28,849 | |||||
Comprehensive income | (478) | |||||
Balances at Sep. 28, 2019 | 197,915 | 30,972 | 4,298 | (77,248) | 245,332 | (5,439) |
Balances at Mar. 30, 2019 | 220,654 | 30,972 | 4,298 | (52,462) | 242,721 | (4,875) |
Net income | 19,972 | 19,972 | ||||
Comprehensive income | (272) | (272) | ||||
Dividends paid | (2,981) | (2,981) | ||||
Balances at Jun. 29, 2019 | 237,373 | 30,972 | 4,298 | (52,462) | 259,712 | (5,147) |
Net income | (8,420) | (8,420) | ||||
Comprehensive income | (292) | (292) | ||||
Purchases of treasury stock | (24,786) | (24,786) | ||||
Dividends paid | (2,980) | (2,980) | ||||
Dividends payable | (2,980) | (2,980) | ||||
Balances at Sep. 28, 2019 | $ 197,915 | $ 30,972 | $ 4,298 | $ (77,248) | $ 245,332 | $ (5,439) |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Dividends paid per share | $ 0.105 | $ 0.105 | $ 0.215 | $ 0.105 | $ 0.105 | $ 0.070 |
Dividends payable per share | $ 0.105 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (1) Basis of Presentation The accompanying unaudited consolidated financial statements of Universal Logistics Holdings, Inc. and its wholly-owned subsidiaries (collectively, “Universal” or the “Company”) have been prepared by the Company’s management. In the opinion of management, the unaudited consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, should be read in conjunction with the consolidated financial statements as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The preparation of the consolidated financial statements requires the use of management’s estimates. Actual results could differ from those estimates. Our fiscal year ends on December 31 and consists of four quarters, each with thirteen weeks. The Company made certain immaterial reclassifications to items in its prior financial statements so that their presentation is consistent with the format in the financial statements for the period ended September 28, 2019. These reclassifications, however, had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets or shareholders’ equity as previously reported. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income financial condition, results of operations, or cash flows. In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 28, 2019 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | (3) Revenue Recognition 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. 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. 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. We have elected to use the “right to invoice” practical expedient to recognize revenue, 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 following table provides information related to contract balances associated with our contracts with customers (in thousands): September 28, 2019 December 31, 2018 Prepaid expenses and other - contract assets $ 2,391 $ 1,901 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. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 28, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | (4) Marketable Securities The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “ Investments- Equity Securities 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 8. The following table sets forth market value, cost, and unrealized gains on equity securities (in thousands): September 28, 2019 December 31, 2018 Fair value $ 9,139 $ 9,333 Cost 8,404 11,143 Unrealized gain (loss) $ 735 $ (1,810 ) The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands): September 28, 2019 December 31, 2018 Gross unrealized gains $ 933 $ 89 Gross unrealized losses (198 ) (1,899 ) Net unrealized gains (losses) $ 735 $ (1,810 ) The following table shows the Company’s net realized gains (loss) on marketable equity securities (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Realized gain Sale proceeds $ 689 $ 2,804 $ 1,246 $ 5,615 Cost of securities sold 576 2,439 1,021 5,123 Realized gain $ 113 $ 365 $ 225 $ 492 Realized gain, net of taxes $ 84 $ 275 $ 168 $ 368 During the thirteen-week and thirty-nine week periods ended September 28, 2019, our marketable equity securities portfolio experienced a net unrealized pre-tax gain in market value of approximately $21,000 and $735,000, respectively, which was reported in other non-operating income (expense) for the period. During the thirteen-week and thirty-nine week periods ended September 29, 2018, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $232,000 and $(201,000), respectively, which was reported in other non-operating income (expense) for the period. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | ( 5 ) Acquisitions On April 22, 2019, the Company acquired Michael’s Cartage, Inc. (“Michael’s”). Headquartered in Bridgeview, Illinois, Michael’s provides intermodal drayage services to customers primarily within a 300-mile radius of the Chicagoland area. The total cash purchase price was $22.0 million, subject to post-closing adjustments. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition, and is in the process of finalizing the purchase accounting for this transaction. Approximately $0.4 million of transaction related costs were incurred in the acquisition. The Company accounted for the acquisition in accordance with ASC 805 “ Business Combinations Current assets $ 3,572 Property and equipment 2,831 Goodwill 6,049 Intangible assets 9,235 Current liabilities (461 ) Deferred tax liabilities, net (24 ) $ 21,202 The intangible assets represent the acquired company’s customer relationships and non-competition agreements. The acquired customer relationships are being amortized over a period of 11 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. The following unaudited pro forma results of operations present consolidated information of the Company as if Michael’s was acquired on January 1, 2018 (in thousands, except per share data): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Operating revenues $ 375,485 $ 382,534 $ 1,145,016 $ 1,098,813 Income from operations $ (7,353 ) $ 23,510 $ 50,656 $ 68,264 Net income $ (8,420 ) $ 15,628 $ 29,230 $ 44,442 Earnings per common share: Basic $ (0.30 ) $ 0.55 $ 1.03 $ 1.57 Diluted $ (0.30 ) $ 0.55 $ 1.03 $ 1.57 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | ( 6 ) Goodwill The changes in the carrying amount of goodwill during the thirty-nine weeks ended September 28, 2019 are as follows: Balance as of January 1, 2019 $ 145,152 Michael's Cartage acquisition 6,049 Purchase accounting adjustments 7,215 Balance as of September 28, 2019 $ 158,416 During the thirty-nine weeks ended September 28, 2019, the Company made purchase accounting adjustments to the preliminary purchase price allocations of the Company’s December 7, 2018 acquisition of Deco Logistics, Inc., d/b/a Container Connection, and Oaktree Logistics, Inc., October 12, 2018 acquisition of Specialized Rail Service, Inc. and August 10, 2018 acquisition of Southern Counties Express, Inc. The adjustments resulted in an increase in goodwill of $7.2 million and in deferred tax liabilities of $0.8 million, with offsetting decreases in intangible assets of $3.6 million, $3.4 million in property and equipment and $1.0 million in other current assets. At September 28, 2019 and December 31, 2018, $102.1 million and $88.9 million of goodwill was recorded in our transportation segment, respectively. At both September 28, 2019 and December 31, 2018, $56.3 million of goodwill was recorded in our logistics segment. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 28, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ( 7 ) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following (in thousands): September 28, 2019 December 31, 2018 Payroll related items $ 12,526 $ 11,476 Driver escrow liabilities 3,222 3,923 Commissions, taxes and other 11,494 9,727 Total $ 27,242 $ 25,126 |
Debt
Debt | 9 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Debt | ( 8 ) Debt Debt is comprised of the following (in thousands): Interest Rates at September 28, 2019 September 28, 2019 December 31, 2018 Outstanding Debt: Credit and Security Agreement (1) Term Loan 3.52% $ 146,250 $ 150,000 Revolver 3.52% 65,589 80,588 Equipment Financing (2) 3.18% to 5.13% 138,111 126,162 Real Estate Financing (3) 4.27% 38,870 45,864 Margin Facility (4) 3.13% — 541 Unamortized debt issuance costs (2,264 ) (2,703 ) 386,556 400,452 Less current portion of long-term debt 59,894 51,903 Total long-term debt, net of current portion $ 326,662 $ 348,549 (8) Debt – continued (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. 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 September 28, 2019, we were in compliance with all covenants under the facility, and $134.4 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 September 28, 2019, we were in compliance with all covenants. (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 September 28, 2019, 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 September 28, 2019, the maximum available borrowings under the line of credit were $5.0 million. 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 September 28, 2019. 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 September 28, 2019, the fair value of the swap agreements was a liability of $0.2 million. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 9 for additional information pertaining to interest rate swaps. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 9 Months Ended |
Sep. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | ( 9 ) Fair Value Measurements and Disclosures FASB ASC Topic 820, “ Fair Value Measurements and Disclosures, FASB 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. ( 9 ) Fair Value Measurements and Disclosures – continued We have segregated all financial assets and liabilities 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): September 28, 2019 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 50 $ — $ — $ 50 Marketable securities 9,139 — — 9,139 Total $ 9,189 $ — $ — $ 9,189 Liabilities Interest rate swaps $ — $ 247 $ — $ 247 Total $ — $ 247 $ — $ 247 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 $ 9,333 $ 392 $ — $ 9,725 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, and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swaps – Our revolving credit and term loan agreements and our real estate promissory notes consist 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, 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 value and estimated fair value of these promissory notes at September 28, 2019 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 138,111 $ 139,035 We have not elected the fair value option for any of our financial instruments. |
Leases
Leases | 9 Months Ended |
Sep. 28, 2019 | |
Leases [Abstract] | |
Leases | (10) Leases On January 1, 2019, we adopted ASU 2016-02, Leases We initially record these assets and liabilities based on the present value of lease payments over the lease term using our incremental borrowing rate applicable to the leased asset or the implicit rate in the lease if it is readily determinable. Most of our leases did not provide a readily determinable implicit rate, and therefore we estimated our incremental borrowing rate based on information available at lease commencement. The incremental borrowing rate is defined as the rate of interest that we would have to pay to borrow, on a collateralized basis and over a similar term, an amount equal to the lease payments in a similar economic environment. We elected to utilize a portfolio approach and applied the rates to a portfolio of leases with similar underlying assets and terms. Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. ASU 2016-02 was adopted as of the effective date, and as such p rior period amounts are reported under the accounting standards in effect for those periods As of September 28, 2019, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment We did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Variable lease components that do not depend on an index or a rate, and variable nonlease components were also not contemplated in the calculation of the right-of-use asset and corresponding liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term. The following table summarizes our lease costs for the thirteen weeks and thirty-nine weeks ended September 28, 2019 and related information (in thousands): Thirteen Weeks Ended September 28, 2019 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,495 $ 6,121 $ 8,616 Short-term lease cost 76 561 637 Variable lease cost 309 384 693 Sublease income - (701 ) (701 ) Total lease cost $ 2,880 $ 6,365 $ 9,245 Thirty-nine Weeks Ended September 28, 2019 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 8,196 $ 17,395 $ 25,591 Short-term lease cost 370 2,653 3,023 Variable lease cost 607 940 1,547 Sublease income - (2,074 ) (2,074 ) Total lease cost $ 9,173 $ 18,914 $ 28,087 (10) Leases – continued The following table summarizes other lease related information as of and for the thirty-nine week period ended September 28, 2019 (in thousands): With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 8,572 $ 15,711 $ 24,283 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,483 $ 5,500 $ 8,983 Weighted-average remaining lease term (in years) 5.1 4.3 4.6 Weighted-average discount rate 5.0 % 5.0 % 5.0 % Future minimum lease payments under these operating leases as of September 28, 2019, are as follows (in thousands): With Affiliates With Third Parties Total Year one $ 9,225 $ 18,978 $ 28,203 Year two 6,531 14,005 20,536 Year three 4,236 7,667 11,903 Year four 3,598 5,883 9,481 Year five 3,602 3,869 7,471 Thereafter 5,403 8,132 13,535 Total required lease payments $ 32,595 $ 58,534 $ 91,129 Less amounts representing interest (9,829 ) Present value of lease liabilities $ 81,300 |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 28, 2019 | |
Related Party Transactions [Abstract] | |
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. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 28, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | ( 1 2 ) Stock Based Compensation On April 23, 2014, our Board of Directors adopted the 2014 Amended and Restated Stock Incentive Plan, or the Plan. The Plan was approved by our shareholders at the 2014 Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Stock Incentive Plan. The grants may be made in the form of stock options, restricted stock bonuses, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or unrestricted common stock. Restricted stock awards currently outstanding under the 2004 Stock Incentive Plan will remain outstanding in accordance with the terms of that plan. (12) Stock Based Compensation - continued On February 22, 2017 and February 24, 2016, the Company granted 10,000 and 10,000 shares, respectively, of restricted stock to our Chief Executive Officer. The restricted stock grants have fair values of $13.45 per share and $15.55 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 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 February 20, 2019, the Company granted 44,500 shares of restricted stock to certain of its employees, including 12,000 shares to our Chief Executive Officer and 10,000 shares to our Chief Financial Officer. The restricted stock grants have a grant date fair value of $23.56 per share, based on the closing price of the Company’s stock, and will vest in four equal increments on each February 20 in 2020, 2021, 2022 and 2023, in each case subject to continued employment with the Company. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated: Shares Weighted Average Date Non-vested at January 1, 2019 7,500 $ 14.15 Granted 44,500 $ 23.56 Vested (5,000 ) $ 14.50 Forfeited — $ — Balance at September 28, 2019 47,000 $ 23.02 In the thirty-nine week periods ended September 28, 2019 and September 29, 2018, the total grant date fair value of vested shares recognized as compensation costs was $0.1 million and $0.2 million, respectively. As of September 28, 2019, there was approximately $1.2 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. 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 expense of $0.3 million in each year of 2020, 2021, 2022 and 2023. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | ( 1 3 ) 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 thirteen weeks and thirty-nine weeks ended September 28, 2019, there were 943 and 917 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the thirteen weeks and thirty-nine weeks ended September 29, 2018, there were 10,499 and 8,446 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share In each of the thirteen weeks and thirty-nine weeks ended September 28, 2019, 44,500 shares of non-vested restricted stock were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. No shares were excluded from the calculation of diluted earnings per share for the thirteen weeks or thirty-nine weeks ended September 29, 2018. |
Dividends
Dividends | 9 Months Ended |
Sep. 28, 2019 | |
Earnings Per Share [Abstract] | |
Dividends | (1 4 ) Dividends On July 25, 2019, our Board of Directors declared the second quarter regular cash dividend of $0.105 per share of common stock, payable to shareholders of record at the close of business on August 5, 2019 and paid on August 12, 2019. The Board of Directors also declared the Company’s the third quarter regular cash dividend of $0.105 per share of common stock, payable to shareholders of record at the close of business on September 2, 2019 and paid on October 1, 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. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 5 ) 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 thirteen week and thirty-nine week periods ended September 28, 2019 and September 29, 2018 (in thousands): Thirteen Weeks Ended September 28, 2019 Transportation Logistics Other Total Operating revenues $ 254,129 $ 120,981 $ 375 $ 375,485 Eliminated inter-segment revenues (283 ) (126 ) - (409 ) Income from operations (17,224 ) 9,796 75 (7,353 ) Total assets 572,238 332,904 29,587 934,729 Thirteen Weeks Ended September 29, 2018 Transportation Logistics Other Total Operating revenues $ 248,529 $ 125,385 $ 378 $ 374,292 Eliminated inter-segment revenues (406 ) (3,188 ) - (3,594 ) Income from operations 11,885 10,503 142 22,530 Total assets 456,638 292,054 20,268 768,960 Thirty-nine Weeks Ended September 28, 2019 Transportation Logistics Other Total Operating revenues $ 752,610 $ 382,541 $ 916 $ 1,136,067 Eliminated inter-segment revenues (1,208 ) (751 ) - (1,959 ) Income from operations 8,601 40,955 320 49,876 Total assets 572,238 332,904 29,587 934,729 Thirty-nine Weeks Ended September 29, 2018 Transportation Logistics Other Total Operating revenues $ 688,794 $ 385,431 $ 1,105 $ 1,075,330 Eliminated inter-segment revenues (1,336 ) (8,935 ) — (10,271 ) Income from operations 32,273 32,950 663 65,886 Total assets 456,638 292,054 20,268 768,960 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 28, 2019 | |
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. 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 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 $4.0 million. While we cannot predict with any certainty the outcome of this litigation, management does not believe the outcome will have a material adverse effect on our business, financial condition, results of operations or cash flows. As previously disclosed, a predecessor to a subsidiary of the Company was a party to a legal proceeding captioned Denton v. UACL, et al. (the “Denton Litigation”). The Company resolved the Denton Litigation on September 24, 2019 (the “Final Denton Settlement”). Under the terms of the Final Denton Settlement, the Company agreed to pay plaintiffs $36 million in cash, exclusive of amounts previously paid, based on an opinion issued by the Appellate Court of Illinois First Judicial District on September 24, 2019 affirming the trial court judgment. In connection with the Final Denton Settlement, the Company recorded a pre-tax charge to net income of $24.8 million in the third quarter of 2019. On October 23, 2019, the Company funded the $36.0 million payment. 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 September 28, 2019, approximately 30% of our employees in the United States, Canada and Colombia, and 85% of our employees in Mexico are subject to collective bargaining agreements that are renegotiated periodically, less than 10% of which are subject to contracts that expire in 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 28, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (1 7 ) Subsequent Events On October 24, 2019, our Board of Directors declared Universal’s fourth quarter cash dividend of $0.105 per share of common stock, payable to shareholders of record at the close of business on December 2, 2019 and is expected to be paid on January 2, 2020. 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. On November 5, 2019, the Company acquired Roadrunner Intermodal Services, LLC, Morgan Southern, Inc., Wando Trucking, LLC, and Central Cal Transportation, LLC (collectively, “Roadrunner Intermodal”) from Roadrunner Transportation Systems, Inc. Roadrunner Intermodal is a nationwide drayage provider, servicing major port and rail locations throughout the United States. The total cash purchase price was $54.9 million, subject to post-closing adjustments. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition, and is in the process of finalizing the purchase accounting for this transaction. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 28, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income financial condition, results of operations, or cash flows. In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Revenue Recognition [Abstract] | |
Contacts Balances Associated with Customers | The following table provides information related to contract balances associated with our contracts with customers (in thousands): September 28, 2019 December 31, 2018 Prepaid expenses and other - contract assets $ 2,391 $ 1,901 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. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Market Value, Cost and Unrealized Gains on Equity Securities | The following table sets forth market value, cost, and unrealized gains on equity securities (in thousands): September 28, 2019 December 31, 2018 Fair value $ 9,139 $ 9,333 Cost 8,404 11,143 Unrealized gain (loss) $ 735 $ (1,810 ) |
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 (in thousands): September 28, 2019 December 31, 2018 Gross unrealized gains $ 933 $ 89 Gross unrealized losses (198 ) (1,899 ) Net unrealized gains (losses) $ 735 $ (1,810 ) |
Summary of Net Realized Gains (Loss) on Marketable Equity Securities | The following table shows the Company’s net realized gains (loss) on marketable equity securities (in thousands): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Realized gain Sale proceeds $ 689 $ 2,804 $ 1,246 $ 5,615 Cost of securities sold 576 2,439 1,021 5,123 Realized gain $ 113 $ 365 $ 225 $ 492 Realized gain, net of taxes $ 84 $ 275 $ 168 $ 368 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Business Combinations [Abstract] | |
Summary of Preliminary Allocation of Purchase Price | The preliminary allocation of the purchase price is as follows (in thousands): Current assets $ 3,572 Property and equipment 2,831 Goodwill 6,049 Intangible assets 9,235 Current liabilities (461 ) Deferred tax liabilities, net (24 ) $ 21,202 |
Summary of Unaudited Pro Forma Results of Operations | The following unaudited pro forma results of operations present consolidated information of the Company as if Michael’s was acquired on January 1, 2018 (in thousands, except per share data): Thirteen Weeks Ended Thirty-nine Weeks Ended September 28, 2019 September 29, 2018 September 28, 2019 September 29, 2018 Operating revenues $ 375,485 $ 382,534 $ 1,145,016 $ 1,098,813 Income from operations $ (7,353 ) $ 23,510 $ 50,656 $ 68,264 Net income $ (8,420 ) $ 15,628 $ 29,230 $ 44,442 Earnings per common share: Basic $ (0.30 ) $ 0.55 $ 1.03 $ 1.57 Diluted $ (0.30 ) $ 0.55 $ 1.03 $ 1.57 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the thirty-nine weeks ended September 28, 2019 are as follows: Balance as of January 1, 2019 $ 145,152 Michael's Cartage acquisition 6,049 Purchase accounting adjustments 7,215 Balance as of September 28, 2019 $ 158,416 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities are comprised of the following (in thousands): September 28, 2019 December 31, 2018 Payroll related items $ 12,526 $ 11,476 Driver escrow liabilities 3,222 3,923 Commissions, taxes and other 11,494 9,727 Total $ 27,242 $ 25,126 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at September 28, 2019 September 28, 2019 December 31, 2018 Outstanding Debt: Credit and Security Agreement (1) Term Loan 3.52% $ 146,250 $ 150,000 Revolver 3.52% 65,589 80,588 Equipment Financing (2) 3.18% to 5.13% 138,111 126,162 Real Estate Financing (3) 4.27% 38,870 45,864 Margin Facility (4) 3.13% — 541 Unamortized debt issuance costs (2,264 ) (2,703 ) 386,556 400,452 Less current portion of long-term debt 59,894 51,903 Total long-term debt, net of current portion $ 326,662 $ 348,549 (8) Debt – continued (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. 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 September 28, 2019, we were in compliance with all covenants under the facility, and $134.4 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 September 28, 2019, we were in compliance with all covenants. (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 September 28, 2019, 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 September 28, 2019, the maximum available borrowings under the line of credit were $5.0 million. |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ( 9 ) Fair Value Measurements and Disclosures – continued We have segregated all financial assets and liabilities 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): September 28, 2019 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 50 $ — $ — $ 50 Marketable securities 9,139 — — 9,139 Total $ 9,189 $ — $ — $ 9,189 Liabilities Interest rate swaps $ — $ 247 $ — $ 247 Total $ — $ 247 $ — $ 247 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 $ 9,333 $ 392 $ — $ 9,725 |
Summary of Carrying Values and Estimated Fair Values of Promissory Notes | The carrying value and estimated fair value of these promissory notes at September 28, 2019 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 138,111 $ 139,035 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Leases [Abstract] | |
Summary Lease Costs and Related Information | The following table summarizes our lease costs for the thirteen weeks and thirty-nine weeks ended September 28, 2019 and related information (in thousands): Thirteen Weeks Ended September 28, 2019 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,495 $ 6,121 $ 8,616 Short-term lease cost 76 561 637 Variable lease cost 309 384 693 Sublease income - (701 ) (701 ) Total lease cost $ 2,880 $ 6,365 $ 9,245 Thirty-nine Weeks Ended September 28, 2019 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 8,196 $ 17,395 $ 25,591 Short-term lease cost 370 2,653 3,023 Variable lease cost 607 940 1,547 Sublease income - (2,074 ) (2,074 ) Total lease cost $ 9,173 $ 18,914 $ 28,087 |
Summary of Other Lease Related Information | The following table summarizes other lease related information as of and for the thirty-nine week period ended September 28, 2019 (in thousands): With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 8,572 $ 15,711 $ 24,283 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,483 $ 5,500 $ 8,983 Weighted-average remaining lease term (in years) 5.1 4.3 4.6 Weighted-average discount rate 5.0 % 5.0 % 5.0 % |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under these operating leases as of September 28, 2019, are as follows (in thousands): With Affiliates With Third Parties Total Year one $ 9,225 $ 18,978 $ 28,203 Year two 6,531 14,005 20,536 Year three 4,236 7,667 11,903 Year four 3,598 5,883 9,481 Year five 3,602 3,869 7,471 Thereafter 5,403 8,132 13,535 Total required lease payments $ 32,595 $ 58,534 $ 91,129 Less amounts representing interest (9,829 ) Present value of lease liabilities $ 81,300 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Charged to UTSI | 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 |
Schedule of Services Provided to Affiliates | 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 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Status of Nonvested Shares | The following table summarizes the status of the Company’s non-vested shares and related information for the period indicated: Shares Weighted Average Date Non-vested at January 1, 2019 7,500 $ 14.15 Granted 44,500 $ 23.56 Vested (5,000 ) $ 14.50 Forfeited — $ — Balance at September 28, 2019 47,000 $ 23.02 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 28, 2019 | |
Segment Reporting [Abstract] | |
Summary of Company's Reportable Segment Information | The following tables summarize information about our reportable segments as of and for the thirteen week and thirty-nine week periods ended September 28, 2019 and September 29, 2018 (in thousands): Thirteen Weeks Ended September 28, 2019 Transportation Logistics Other Total Operating revenues $ 254,129 $ 120,981 $ 375 $ 375,485 Eliminated inter-segment revenues (283 ) (126 ) - (409 ) Income from operations (17,224 ) 9,796 75 (7,353 ) Total assets 572,238 332,904 29,587 934,729 Thirteen Weeks Ended September 29, 2018 Transportation Logistics Other Total Operating revenues $ 248,529 $ 125,385 $ 378 $ 374,292 Eliminated inter-segment revenues (406 ) (3,188 ) - (3,594 ) Income from operations 11,885 10,503 142 22,530 Total assets 456,638 292,054 20,268 768,960 Thirty-nine Weeks Ended September 28, 2019 Transportation Logistics Other Total Operating revenues $ 752,610 $ 382,541 $ 916 $ 1,136,067 Eliminated inter-segment revenues (1,208 ) (751 ) - (1,959 ) Income from operations 8,601 40,955 320 49,876 Total assets 572,238 332,904 29,587 934,729 Thirty-nine Weeks Ended September 29, 2018 Transportation Logistics Other Total Operating revenues $ 688,794 $ 385,431 $ 1,105 $ 1,075,330 Eliminated inter-segment revenues (1,336 ) (8,935 ) — (10,271 ) Income from operations 32,273 32,950 663 65,886 Total assets 456,638 292,054 20,268 768,960 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 29, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Increase in assets | $ 934,729 | $ 843,147 | $ 768,960 | |
Increase in current liabilities | 292,251 | 221,169 | ||
Increase in long-term liabilities | $ 444,563 | $ 412,679 | ||
ASU 2016-02 [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Increase in assets | $ 88,800 | |||
Increase in current liabilities | 26,000 | |||
Increase in long-term liabilities | $ 62,800 |
Revenue Recognition - Aditional
Revenue Recognition - Aditional Information (Detail) | 9 Months Ended |
Sep. 28, 2019 | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
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 |
Revenue Recognition - Contact B
Revenue Recognition - Contact Balances Associated with Customers (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Other Current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Prepaid expenses and other - contract assets | $ 2,391 | $ 1,901 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains on Equity Securities (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Investments Debt And Equity Securities [Abstract] | ||
Marketable securities | $ 9,139 | $ 9,333 |
Cost | 8,404 | 11,143 |
Unrealized gain (loss) | $ 735 | $ (1,810) |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Investments Debt And Equity Securities [Abstract] | ||
Gross unrealized gains | $ 933 | $ 89 |
Gross unrealized losses | (198) | (1,899) |
Net unrealized gains (losses) | $ 735 | $ (1,810) |
Marketable Securities - Summary
Marketable Securities - Summary of Net Realized Gains (Loss) on Marketable Equity Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Realized gain | ||||
Sale proceeds | $ 689 | $ 2,804 | $ 1,246 | $ 5,615 |
Cost of securities sold | 576 | 2,439 | 1,021 | 5,123 |
Realized gain | 113 | 365 | 225 | 492 |
Realized gain, net of taxes | $ 84 | $ 275 | $ 168 | $ 368 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Other Nonoperating Income (Expense) | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Net unrealized pre-tax gain (loss) in market value | $ 21,000 | $ 232,000 | $ 735,000 | $ (201,000) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 22, 2019 | Sep. 28, 2019 | Sep. 29, 2018 |
Business Acquisition [Line Items] | |||
Total cash purchase price | $ 22,457 | $ 100,787 | |
Michaels [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition | Apr. 22, 2019 | ||
Total cash purchase price | $ 22,000 | ||
Transaction related costs incurred in acquisition | $ 400 | ||
Michaels [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets amortization period | 11 years | ||
Michaels [Member] | Non-competition Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets amortization period | 5 years |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Apr. 22, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 158,416 | $ 145,152 | |
Michaels [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | $ 3,572 | ||
Property and equipment | 2,831 | ||
Goodwill | 6,049 | ||
Intangible assets | 9,235 | ||
Current liabilities | (461) | ||
Deferred tax liabilities, net | (24) | ||
Total purchase price | $ 21,202 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Business Combinations [Abstract] | ||||
Operating revenues | $ 375,485 | $ 382,534 | $ 1,145,016 | $ 1,098,813 |
Income from operations | (7,353) | 23,510 | 50,656 | 68,264 |
Net income | $ (8,420) | $ 15,628 | $ 29,230 | $ 44,442 |
Earnings per common share: | ||||
Basic | $ (0.30) | $ 0.55 | $ 1.03 | $ 1.57 |
Diluted | $ (0.30) | $ 0.55 | $ 1.03 | $ 1.57 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 28, 2019USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 145,152 |
Purchase accounting adjustments | 7,215 |
Ending Balance | 158,416 |
Michaels [Member] | |
Goodwill [Line Items] | |
Michael's Cartage acquisition | $ 6,049 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Increase in goodwill | $ 7,215 | |
Goodwill | 158,416 | $ 145,152 |
Transportation [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 102,100 | 88,900 |
Logistics [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 56,300 | $ 56,300 |
Deco Logistics, Inc. and Oaktree Logistics, Inc., Specialized Rail Service, Inc. and Southern Counties Express, Inc. [Member] | ||
Goodwill [Line Items] | ||
Increase in goodwill | 7,200 | |
Increase in deferred tax liabilities | 800 | |
Decrease in intangible assets | 3,600 | |
Decrease in property and equipment | 3,400 | |
Decrease in other current assets | $ 1,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Payroll related items | $ 12,526 | $ 11,476 |
Driver escrow liabilities | 3,222 | 3,923 |
Commissions, taxes and other | 11,494 | 9,727 |
Total | $ 27,242 | $ 25,126 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 | |
Outstanding Debt: | |||
Unamortized debt issuance costs | $ (2,264) | $ (2,703) | |
Outstanding Debt | 386,556 | 400,452 | |
Less current portion of long-term debt | 59,894 | 51,903 | |
Total long-term debt, net of current portion | 326,662 | 348,549 | |
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 146,250 | 150,000 |
Credit facility, Interest Rates | [1] | 3.52% | |
Credit and Security Agreement [Member] | Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 65,589 | 80,588 |
Credit facility, Interest Rates | [1] | 3.52% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 138,111 | 126,162 |
Equipment Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 3.18% | |
Equipment Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 5.13% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 38,870 | 45,864 |
Credit facility, Interest Rates | [3] | 4.27% | |
Margin Facility [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [4] | $ 541 | |
Credit facility, Interest Rates | [4] | 3.13% | |
[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. 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 September 28, 2019, we were in compliance with all covenants under the facility, and $134.4 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 September 28, 2019, we were in compliance with all covenants. | ||
[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 September 28, 2019, 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 September 28, 2019, the maximum available borrowings under the line of credit were $5.0 million. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 9 Months Ended | |
Sep. 28, 2019USD ($)Installment | ||
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 | 134,400,000 | |
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 | 3.18% | [1] |
Equipment Financing [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, Interest Rates | 5.13% | [1] |
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 | |
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 September 28, 2019, we were in compliance with all covenants. |
Debt - Additional Information (
Debt - Additional Information (Detail) | 9 Months Ended |
Sep. 28, 2019USD ($)Agreement | |
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% |
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 | |
Line of Credit Facility [Line Items] | |
Fair value liability of swap agreement | $ 200,000 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 28, 2019 | Dec. 31, 2018 |
Assets | ||
Marketable securities | $ 9,139 | $ 9,333 |
Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash equivalents | 50 | |
Marketable securities | 9,139 | 9,333 |
Interest rate swaps | 392 | |
Total Assets | 9,189 | 9,725 |
Liabilities | ||
Interest rate swaps | 247 | |
Total Liabilities | 247 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash equivalents | 50 | |
Marketable securities | 9,139 | 9,333 |
Total Assets | 9,189 | 9,333 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets | ||
Interest rate swaps | 392 | |
Total Assets | $ 392 | |
Liabilities | ||
Interest rate swaps | 247 | |
Total Liabilities | $ 247 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Sep. 28, 2019USD ($) |
Carrying Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 138,111 |
Estimated Fair Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 139,035 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost and Related Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 28, 2019 | Sep. 28, 2019 | |
Lease cost | ||
Operating lease cost | $ 8,616 | $ 25,591 |
Short-term lease cost | 637 | 3,023 |
Variable lease cost | 693 | 1,547 |
Sublease income | (701) | (2,074) |
Total lease cost | 9,245 | 28,087 |
With Affiliates [Member] | ||
Lease cost | ||
Operating lease cost | 2,495 | 8,196 |
Short-term lease cost | 76 | 370 |
Variable lease cost | 309 | 607 |
Total lease cost | 2,880 | 9,173 |
With Third Parties [Member] | ||
Lease cost | ||
Operating lease cost | 6,121 | 17,395 |
Short-term lease cost | 561 | 2,653 |
Variable lease cost | 384 | 940 |
Sublease income | (701) | (2,074) |
Total lease cost | $ 6,365 | $ 18,914 |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Related Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 28, 2019USD ($) | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 24,283 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 8,983 |
Weighted-average remaining lease term | 4 years 7 months 6 days |
Weighted-average discount rate | 5.00% |
With Affiliates [Member] | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 8,572 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,483 |
Weighted-average remaining lease term | 5 years 1 month 6 days |
Weighted-average discount rate | 5.00% |
With Third Parties [Member] | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 15,711 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 5,500 |
Weighted-average remaining lease term | 4 years 3 months 18 days |
Weighted-average discount rate | 5.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Sep. 28, 2019USD ($) |
Lease Disclosure [Line Items] | |
Year one | $ 28,203 |
Year two | 20,536 |
Year three | 11,903 |
Year four | 9,481 |
Year five | 7,471 |
Thereafter | 13,535 |
Total required lease payments | 91,129 |
Less amounts representing interest | (9,829) |
Present value of lease liabilities | 81,300 |
With Affiliates [Member] | |
Lease Disclosure [Line Items] | |
Year one | 9,225 |
Year two | 6,531 |
Year three | 4,236 |
Year four | 3,598 |
Year five | 3,602 |
Thereafter | 5,403 |
Total required lease payments | 32,595 |
With Third Parties [Member] | |
Lease Disclosure [Line Items] | |
Year one | 18,978 |
Year two | 14,005 |
Year three | 7,667 |
Year four | 5,883 |
Year five | 3,869 |
Thereafter | 8,132 |
Total required lease payments | $ 58,534 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | $ 14,389 | $ 20,548 | $ 47,026 | $ 55,326 |
Administrative support services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 1,852 | 615 | 3,352 | 2,346 |
Truck fuel, tolls and maintenance [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 212 | 29 | 726 | 910 |
Real estate rent and related costs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 3,629 | 3,418 | 8,822 | 10,999 |
Insurance and employee benefit plans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 8,685 | 16,394 | 34,097 | 39,907 |
Purchased transportation and equipment rent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | $ 11 | $ 92 | $ 29 | $ 1,164 |
Transactions with Affiliates _2
Transactions with Affiliates - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2019USD ($)$ / sharesshares | Sep. 28, 2019USD ($)Facility | Sep. 29, 2018USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | ||||
Occupancy of facilities either on monthly or contractual basis | Facility | 30 | |||
Insurance, claims and other receivables | $ 9,000,000 | $ 10,500,000 | ||
Due to affiliates | 20,371,000 | 17,764,000 | ||
Due from affiliates | 3,353,000 | 5,247,000 | ||
Proceeds from the sale of property and equipment | 5,002,000 | $ 2,132,000 | ||
Land value | 317,623,000 | $ 303,234,000 | ||
Tender offer expire date | Sep. 13, 2019 | |||
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of additional repurchase on outstanding shares | 2.00% | |||
Common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 1,101,597 | |||
Tender offer final purchase price, per share | $ / shares | $ 22.50 | |||
Tender offer, total purchase price | $ 24,800,000 | |||
Common stock [Member] | Mr. Manuel J. Moroun, Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 600,000 | |||
Common stock [Member] | Mr. Jude Beres, Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 10,000 | |||
Common stock [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares available for authorized to repurchase | shares | 600,000 | |||
With Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of purchase from an affiliate | 0 | |||
With Affiliates [Member] | Used Equipment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of purchase from an affiliate | 8,300 | |||
With Affiliates [Member] | Wheels and Tires [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of purchase from an affiliate | $ 23,000 | |||
With Affiliates [Member] | Land [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from the sale of property and equipment | 2,500,000 | |||
Land value | 2,400,000 | |||
Gain on sale of land | $ 100,000 |
Transactions with Affiliates _3
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Related Party Transaction [Line Items] | ||||
Services provided to affiliates | $ 404 | $ 342 | $ 1,136 | $ 679 |
Purchased Transportation And Equipment Rent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided to affiliates | $ 404 | $ 342 | $ 1,136 | $ 679 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 20, 2019 | Feb. 22, 2017 | Feb. 24, 2016 | Sep. 28, 2019 | Sep. 29, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total fair value of shares vested | $ 0.1 | $ 0.2 | |||
Total unrecognized compensation cost | 1.2 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis during remainder of 2020 | 0.3 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2021 | 0.3 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2022 | 0.3 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2023 | $ 0.3 | ||||
Chief Executive Officer [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock grants vested | 25.00% | 25.00% | |||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 44,500 | 44,500 | |||
Restricted stock grant date fair value per share | $ 23.56 | $ 23.56 | |||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 12,000 | 10,000 | 10,000 | ||
Restricted stock grant date fair value per share | $ 13.45 | $ 15.55 | |||
Restricted Stock [Member] | Chief Financial Officer [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 10,000 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - Restricted Stock [Member] - $ / shares | Feb. 20, 2019 | Sep. 28, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Nonvested, Beginning Balance | 7,500 | |
Shares, Granted | 44,500 | 44,500 |
Shares, Vested | (5,000) | |
Shares, Ending Balance | 47,000 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 14.15 | |
Weighted Average Grant Date Fair Value, Granted | $ 23.56 | 23.56 |
Weighted Average Grant Date Fair Value, Vested | 14.50 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 23.02 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted average non-vested shares of restricted shares | 943 | 10,499 | 917 | 8,446 |
Antidilutive securities excluded from computation of earnings per share, amount | 44,500 | 0 | 44,500 | 0 |
Dividends - Additional Informat
Dividends - Additional Information (Detail) - $ / shares | Jul. 25, 2019 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 |
Dividends Payable [Line Items] | |||||
Quarterly cash dividend declared per common stock | $ 0.105 | $ 0.105 | $ 0.315 | $ 0.315 | |
Second Quarter [Member] | |||||
Dividends Payable [Line Items] | |||||
Dividends payable, date declared | Jul. 25, 2019 | ||||
Quarterly cash dividend declared per common stock | $ 0.105 | ||||
Dividends payable, recorded date | Aug. 5, 2019 | ||||
Dividends payable, date to be paid | Aug. 12, 2019 | ||||
Third Quarter | |||||
Dividends Payable [Line Items] | |||||
Dividends payable, date declared | Jul. 25, 2019 | ||||
Quarterly cash dividend declared per common stock | $ 0.105 | ||||
Dividends payable, recorded date | Sep. 2, 2019 | ||||
Dividends payable, date to be paid | Oct. 1, 2019 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 28, 2019Segment | |
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 | 9 Months Ended | |||
Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 375,485 | $ 374,292 | $ 1,136,067 | $ 1,075,330 | |
Income from operations | (7,353) | 22,530 | 49,876 | 65,886 | |
Total assets | 934,729 | 768,960 | 934,729 | 768,960 | $ 843,147 |
Operating Segments [Member] | Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 254,129 | 248,529 | 752,610 | 688,794 | |
Income from operations | (17,224) | 11,885 | 8,601 | 32,273 | |
Total assets | 572,238 | 456,638 | 572,238 | 456,638 | |
Operating Segments [Member] | Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 120,981 | 125,385 | 382,541 | 385,431 | |
Income from operations | 9,796 | 10,503 | 40,955 | 32,950 | |
Total assets | 332,904 | 292,054 | 332,904 | 292,054 | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 375 | 378 | 916 | 1,105 | |
Income from operations | 75 | 142 | 320 | 663 | |
Total assets | 29,587 | 20,268 | 29,587 | 20,268 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (409) | (3,594) | (1,959) | (10,271) | |
Intersegment Eliminations [Member] | Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (283) | (406) | (1,208) | (1,336) | |
Intersegment Eliminations [Member] | Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (126) | $ (3,188) | $ (751) | $ (8,935) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Oct. 23, 2019USD ($) | Oct. 30, 2017USD ($) | Jul. 21, 2017USD ($) | Sep. 28, 2019USD ($) | Sep. 28, 2019USD ($)Employee | Sep. 24, 2019USD ($) |
Concentration Risk [Line Items] | ||||||
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 | |||||
Accrual insurance and claims | $ 4,000,000 | $ 4,000,000 | ||||
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 | 30.00% | |||||
Mexico [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of revenues from major customers | 85.00% | |||||
Denton Litigation [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Agreed to pay plaintiffs amount in cash | $ 36,000,000 | |||||
Amount of pre-tax charge to net income | $ 24,800,000 | |||||
Denton Litigation [Member] | Subsequent Event [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Payments for litigation settlement | $ 36,000,000 | |||||
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 | |||||
Maximum [Member] | United States, Canada and Colombia [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of employees subject to contracts that expire in 2019 | Employee | 10 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2019 | Oct. 24, 2019 | Sep. 28, 2019 | Sep. 29, 2018 | Sep. 28, 2019 | Sep. 29, 2018 |
Subsequent Event [Line Items] | ||||||
Quarterly cash dividend declared per common stock | $ 0.105 | $ 0.105 | $ 0.315 | $ 0.315 | ||
Total cash purchase price | $ 22,457 | $ 100,787 | ||||
Subsequent Event [Member] | Roadrunner Intermodal | ||||||
Subsequent Event [Line Items] | ||||||
Total cash purchase price | $ 54,900 | |||||
Fourth Quarter | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Dividends payable, date declared | Oct. 24, 2019 | |||||
Quarterly cash dividend declared per common stock | $ 0.105 | |||||
Dividends payable, recorded date | Dec. 2, 2019 | |||||
Dividends payable, date to be paid | Jan. 2, 2020 |