Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 04, 2020 | Aug. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 4, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ULH | |
Entity Registrant Name | UNIVERSAL LOGISTICS HOLDINGS, INC. | |
Entity Central Index Key | 0001308208 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth 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 | |
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 | |
Entity Common Stock, Shares Outstanding | 26,918,830 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 7,977 | $ 7,726 |
Marketable securities | 7,195 | 9,369 |
Accounts receivable – net of allowance for doubtful accounts of $2,993 and $2,545, respectively | 180,942 | 210,534 |
Other receivables | 19,640 | 19,065 |
Prepaid expenses and other | 25,204 | 19,676 |
Due from affiliates | 934 | 1,705 |
Prepaid income taxes | 3,768 | |
Total current assets | 241,892 | 271,843 |
Property and equipment – net of accumulated depreciation of $284,563 and $270,062, respectively | 350,346 | 339,823 |
Operating lease right-of-use asset | 87,678 | 87,209 |
Goodwill | 170,039 | 168,451 |
Intangible assets – net of accumulated amortization of $86,487 and $78,366, respectively | 107,991 | 116,111 |
Deferred income taxes | 1,412 | 1,460 |
Other assets | 4,067 | 3,100 |
Total assets | 963,425 | 987,997 |
Current liabilities: | ||
Accounts payable | 111,659 | 91,909 |
Current portion of long-term debt | 60,122 | 59,476 |
Insurance and claims | 25,576 | 27,484 |
Accrued expenses and other current liabilities | 28,023 | 34,825 |
Current portion of operating lease liabilities | 24,612 | 23,039 |
Due to affiliates | 15,763 | 14,842 |
Income taxes payable | 3,829 | |
Total current liabilities | 269,584 | 251,575 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 343,599 | 398,136 |
Operating lease liabilities, net of current portion | 62,902 | 61,674 |
Deferred income taxes | 64,966 | 65,692 |
Other long-term liabilities | 5,824 | 5,703 |
Total long-term liabilities | 477,291 | 531,205 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,979,827 and 30,970,452 shares issued; 26,918,830 and 27,282,230 shares outstanding, respectively | 30,981 | 30,972 |
Paid-in capital | 4,484 | 4,298 |
Treasury stock, at cost; 4,060,997 and 3,688,222 shares, respectively | (82,247) | (77,247) |
Retained earnings | 266,670 | 251,204 |
Accumulated other comprehensive (loss): | ||
Interest rate swaps, net of income taxes of $(177) and $(32), respectively | (577) | (105) |
Foreign currency translation adjustments | (2,761) | (3,905) |
Total shareholders’ equity | 216,550 | 205,217 |
Total liabilities and shareholders’ equity | $ 963,425 | $ 987,997 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,993 | $ 2,545 |
Property and equipment, accumulated depreciation | 284,563 | 270,062 |
Intangible assets, accumulated amortization | $ 86,487 | $ 78,366 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,979,827 | 30,970,452 |
Common stock, shares outstanding | 26,918,830 | 27,282,230 |
Treasury stock, shares | 4,060,997 | 3,688,222 |
Interest rate swaps, income taxes | $ (177) | $ (32) |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Operating revenues: | ||||
Total operating revenues | $ 257,980 | $ 383,175 | $ 640,142 | $ 760,581 |
Operating expenses: | ||||
Purchased transportation and equipment rent | 128,611 | 178,356 | 309,467 | 355,681 |
Direct personnel and related benefits | 57,592 | 93,650 | 154,980 | 186,817 |
Operating supplies and expenses | 16,962 | 30,737 | 47,657 | 61,507 |
Commission expense | 5,024 | 7,858 | 12,194 | 15,694 |
Occupancy expense | 8,984 | 9,859 | 17,815 | 19,143 |
General and administrative | 6,580 | 9,633 | 15,504 | 18,874 |
Insurance and claims | 4,858 | 4,951 | 9,730 | 11,303 |
Depreciation and amortization | 18,530 | 17,415 | 38,048 | 34,333 |
Total operating expenses | 247,141 | 352,459 | 605,395 | 703,352 |
Income from operations | 10,839 | 30,716 | 34,747 | 57,229 |
Interest income | 15 | 21 | 23 | 43 |
Interest expense | (3,453) | (4,119) | (7,670) | (8,510) |
Other non-operating income (expense) | 811 | 96 | (2,794) | 1,049 |
Income before income taxes | 8,212 | 26,714 | 24,306 | 49,811 |
Income tax expense | 2,044 | 6,742 | 5,975 | 12,542 |
Net income | $ 6,168 | $ 19,972 | $ 18,331 | $ 37,269 |
Earnings per common share: | ||||
Basic | $ 0.23 | $ 0.70 | $ 0.68 | $ 1.31 |
Diluted | $ 0.23 | $ 0.70 | $ 0.68 | $ 1.31 |
Weighted average number of common shares outstanding: | ||||
Basic | 26,919 | 28,383 | 27,074 | 28,382 |
Diluted | 26,919 | 28,385 | 27,074 | 28,383 |
Dividends declared per common share | $ 0.105 | $ 0.105 | $ 0.210 | |
Truckload services [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 40,523 | $ 64,846 | $ 99,421 | $ 130,517 |
Brokerage services [Member] | ||||
Operating revenues: | ||||
Total operating revenues | 62,782 | 89,371 | 148,681 | 175,238 |
Intermodal services [Member] | ||||
Operating revenues: | ||||
Total operating revenues | 82,881 | 93,853 | 193,203 | 185,021 |
Dedicated services [Member] | ||||
Operating revenues: | ||||
Total operating revenues | 18,031 | 35,867 | 49,610 | 72,888 |
Value-added services [Member] | ||||
Operating revenues: | ||||
Total operating revenues | $ 53,763 | $ 99,238 | $ 149,227 | $ 196,917 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net Income | $ 6,168 | $ 19,972 | $ 18,331 | $ 37,269 |
Other comprehensive income (loss): | ||||
Unrealized changes in fair value of interest rate swaps, net of income taxes of $(11), $(75), $(146) and $(120), respectively | (24) | (236) | (472) | (378) |
Foreign currency translation adjustments | 1,824 | (36) | 1,144 | 192 |
Total other comprehensive income (loss) | 1,800 | (272) | 672 | (186) |
Total comprehensive income | $ 7,968 | $ 19,700 | $ 19,003 | $ 37,083 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Unrealized changes in fair value of interest rate swaps, tax | $ (11) | $ (75) | $ (146) | $ (120) |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2020 | Jun. 29, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 18,331 | $ 37,269 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 38,048 | 34,333 |
Noncash lease expense | 14,724 | 14,788 |
Loss (gain) on marketable equity securities | 2,534 | (870) |
Gain on disposal of property and equipment | (591) | (90) |
Amortization of debt issuance costs | 294 | 293 |
Stock-based compensation | 195 | 73 |
Provision for doubtful accounts | 1,348 | 927 |
Deferred income taxes | (2,208) | 5,173 |
Change in assets and liabilities: | ||
Trade and other accounts receivable | 25,543 | 15,361 |
Prepaid income taxes, prepaid expenses and other assets | (2,693) | (2,025) |
Principal reduction in operating lease liabilities | (14,310) | (13,938) |
Accounts payable, accrued expenses and other current liabilities, insurance and claims, and income taxes payable | 26,013 | 941 |
Due to/from affiliates, net | 1,690 | 253 |
Other long-term liabilities | (498) | (651) |
Net cash provided by operating activities | 108,420 | 91,837 |
Cash flows from investing activities: | ||
Capital expenditures | (42,369) | (25,128) |
Proceeds from the sale of property and equipment | 2,509 | 1,172 |
Purchases of marketable securities | (360) | |
Proceeds from sale of marketable securities | 557 | |
Acquisition of business | (22,457) | |
Net cash used in investing activities | (40,220) | (45,856) |
Cash flows from financing activities: | ||
Proceeds from borrowing - revolving debt | 141,801 | 111,771 |
Repayments of debt - revolving debt | (203,053) | (139,337) |
Proceeds from borrowing - term debt | 35,295 | 18,528 |
Repayments of debt - term debt | (28,182) | (26,780) |
Borrowings under margin account | 256 | |
Repayments under margin account | (256) | (541) |
Dividends paid | (5,731) | (9,082) |
Capitalized financing costs | (46) | |
Purchases of treasury stock | (5,000) | |
Net cash used in financing activities | (64,916) | (45,441) |
Effect of exchange rate changes on cash and cash equivalents | (3,033) | 192 |
Net increase in cash | 251 | 732 |
Cash and cash equivalents – beginning of period | 7,726 | 5,727 |
Cash and cash equivalents – end of period | 7,977 | 6,459 |
Supplemental cash flow information: | ||
Cash paid for interest | 7,033 | 8,090 |
Cash paid for income taxes | $ 457 | 9,251 |
Acquisition of business: | ||
Fair value of assets acquired | 23,981 | |
Liabilities assumed | (2,779) | |
Payment of acquisition obligations | 1,255 | |
Net cash paid for acquisition of business | $ 22,457 |
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, 2018 | $ 209,299 | $ 30,967 | $ 4,230 | $ (52,462) | $ 231,525 | $ (4,961) |
Net income | 17,297 | 17,297 | ||||
Comprehensive income (loss) | 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 | 37,269 | |||||
Comprehensive income (loss) | (186) | |||||
Balances at Jun. 29, 2019 | 237,373 | 30,972 | 4,298 | (52,462) | 259,712 | (5,147) |
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 (loss) | (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) |
Balances at Dec. 31, 2019 | 205,217 | 30,972 | 4,298 | (77,247) | 251,204 | (4,010) |
Net income | 12,163 | 12,163 | ||||
Comprehensive income (loss) | (1,128) | (1,128) | ||||
Dividends paid | (2,865) | (2,865) | ||||
Stock based compensation | 195 | 9 | 186 | |||
Purchases of treasury stock | (4,919) | (4,919) | ||||
Balances at Apr. 04, 2020 | 208,663 | 30,981 | 4,484 | (82,166) | 260,502 | (5,138) |
Balances at Dec. 31, 2019 | 205,217 | 30,972 | 4,298 | (77,247) | 251,204 | (4,010) |
Net income | 18,331 | |||||
Comprehensive income (loss) | 672 | |||||
Balances at Jul. 04, 2020 | 216,550 | 30,981 | 4,484 | (82,247) | 266,670 | (3,338) |
Balances at Apr. 04, 2020 | 208,663 | 30,981 | 4,484 | (82,166) | 260,502 | (5,138) |
Net income | 6,168 | 6,168 | ||||
Comprehensive income (loss) | 1,800 | 1,800 | ||||
Purchases of treasury stock | (81) | (81) | ||||
Balances at Jul. 04, 2020 | $ 216,550 | $ 30,981 | $ 4,484 | $ (82,247) | $ 266,670 | $ (3,338) |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | ||
Apr. 04, 2020 | Jun. 29, 2019 | Mar. 30, 2019 | |
Statement Of Stockholders Equity [Abstract] | |||
Dividends paid per share | $ 0.105 | $ 0.105 | $ 0.215 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 04, 2020 | |
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, 2019 and 2018 and for each of the years in the three-year period ended December 31, 2019 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 04, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of this standard and determined that it is applicable to our primary term loan and revolving credit facility, real estate promissory notes and investment margin credit facility. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of credit and investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a replacement reference rate. The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The new standard will become effective for us beginning with the first quarter 2023, and is not expected to have a material impact on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jul. 04, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | (3) Revenue Recognition The Company broadly groups its services into the following categories: truckload, brokerage, intermodal, dedicated and value-added. 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 include 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): July 4, 2020 December 31, 2019 Prepaid expenses and other - contract assets $ 1,539 $ 1,156 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 | 6 Months Ended |
Jul. 04, 2020 | |
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): July 4, 2020 December 31, 2019 Fair value $ 7,195 $ 9,369 Cost 9,729 8,136 Unrealized gain (loss) $ (2,534 ) $ 1,233 The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities (in thousands): July 4, 2020 December 31, 2019 Gross unrealized gains $ 47 $ 1,337 Gross unrealized losses (2,581 ) (104 ) Net unrealized gains (losses) $ (2,534 ) $ 1,233 The following table shows the Company’s net realized gains (loss) on marketable equity securities (in thousands): Thirteen weeks ended Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Realized gain Sale proceeds $ — $ 557 $ — $ 557 Cost of securities sold — 443 — 443 Realized gain $ — $ 114 $ — $ 114 Realized gain, net of taxes $ — $ 85 $ — $ 85 During the thirteen-week and twenty-six week periods ended July 4, 2020, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $875,000 and $(2,534,000), respectively, which was reported in other non-operating income (expense) for the period. During the thirteen-week and twenty-six week periods ended June 29, 2019, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $(119,000) and $756,000, respectively, which was reported in other non-operating income (expense) for the period. |
Goodwill
Goodwill | 6 Months Ended |
Jul. 04, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | ( 5 ) Goodwill The changes in the carrying amount of goodwill during the twenty-six weeks ended July 4, 2020 are as follows: Balance as of January 1, 2020 $ 168,451 Purchase accounting adjustments 1,588 Balance as of July 4, 2020 $ 170,039 During the twenty-six weeks ended July 4, 2020, the Company made purchase accounting adjustments to the preliminary purchase price allocation of the Company’s April 22, 2019 acquisition of Michael’s Cartage. The adjustments resulted in an increase in goodwill of $1.6 million, with an offsetting increase in current liabilities of $0.1 million and a decrease in other assets of $1.5 million. At July 4, 2020 and December 31, 2019, $113.7 million and $112.2 million of goodwill was recorded in our transportation segment, respectively. At both July 4, 2020 and December 31, 2019, $56.3 million of goodwill was recorded in our logistics segment. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jul. 04, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ( 6 ) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are comprised of the following (in thousands): July 4, 2020 December 31, 2019 Payroll related items $ 14,453 $ 14,390 Driver escrow liabilities 4,926 5,249 Commissions, taxes and other 8,644 8,238 Legal settlements - 6,948 Total $ 28,023 $ 34,825 |
Debt
Debt | 6 Months Ended |
Jul. 04, 2020 | |
Debt Disclosure [Abstract] | |
Debt | ( 7 ) Debt Debt is comprised of the following (in thousands): Interest Rates at July 4, 2020 July 4, 2020 December 31, 2019 Outstanding Debt: Credit and Security Agreement (1) Term Loan 2.16% $ 136,875 $ 142,500 Revolver 2.16% 89,973 151,225 Equipment Financing (2) 2.78% to 5.13% 125,972 128,512 Real Estate Financing (3) 2.01% to 2.41% 52,770 37,492 Margin Facility (4) 1.26% — — Unamortized debt issuance costs (1,869 ) (2,117 ) 403,721 457,612 Less current portion of long-term debt 60,122 59,476 Total long-term debt, net of current portion $ 343,599 $ 398,136 (1) Our 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 July 4, 2020, we were in compliance with all covenants under the facility, and $110.0 million was available for borrowing on the revolver ( 7 ) Debt – continued (2) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.78% to 5.13%. (3) Our Real Estate Financing consists of a series of promissory notes issued by a wholly owned subsidiary. 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 a variable rate ranging from LIBOR plus 1.85% to LIBOR plus 2.25%. At July 4, 2020, we were in compliance with all covenants. (4) Our 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 July 4, 2020, the maximum available borrowings under the line of credit were $4.9 million. The Company is also party to two interest rate swap agreements that qualify for hedge accounting. The Company executed the swap agreements to fix a portion of the interest rates on its variable rate debt that have a combined notional amount of $14.3 million at July 4, 2020. Under the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25% and pays a fixed rate. The first swap became effective in October 2016, has a rate of 4.16% (amortizing notional amount of $10.0 million) and expires in July 2026. The second swap became effective in October 2016, has a rate of 3.83% (amortizing notional amount of $4.3 million) and expires in May 2022. At July 4, 2020, the fair value of the swap agreements was a liability of $0.8 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 8 for additional information pertaining to interest rate swaps. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 6 Months Ended |
Jul. 04, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | ( 8 ) 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. ( 8 ) 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): July 4, 2020 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 16 $ — $ — $ 16 Marketable securities 7,195 — — 7,195 Total $ 7,211 $ — $ — $ 7,211 Liabilities Interest rate swaps $ — $ 754 $ — $ 754 Total $ — $ 754 $ — $ 754 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 18 $ — $ — $ 18 Marketable securities 9,369 — — 9,369 Total $ 9,387 $ — $ — $ 9,387 Liabilities Interest rate swaps $ — $ 137 $ — $ 137 Total $ — $ 137 $ — $ 137 The valuation techniques used to measure fair value for the items in the tables above are as follows: • Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets. • Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets. • Interest rate swaps – The fair value of our interest rate swaps is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our Credit Agreement and our Real Estate Financing consist of variable rate borrowings. We categorize these borrowings 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 Financing, 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 these borrowings as Level 2 in the fair value hierarchy. The carrying value and estimated fair value of these promissory notes at July 4, 2020 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 125,972 $ 127,231 We have not elected the fair value option for any of our financial instruments. |
Leases
Leases | 6 Months Ended |
Jul. 04, 2020 | |
Leases [Abstract] | |
Leases | (9) Leases On January 1, 2019, we adopted ASU 2016-02, Leases, which required us to recognize a right-of-use asset and a corresponding lease liability on our balance sheet for most leases classified as operating leases under previous guidance. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement. As of July 4, 2020, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of July 4, 2020, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities. 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 twenty-six weeks ended July 4, 2020 and related information (in thousands): Thirteen weeks ended July 4, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,434 $ 5,840 $ 8,274 Short-term lease cost 166 1,074 1,240 Variable lease cost 40 970 1,010 Sublease income - (724 ) (724 ) Total lease cost $ 2,640 $ 7,160 $ 9,800 Twenty-six weeks ended July 4, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 5,270 $ 11,799 $ 17,069 Short-term lease cost 407 2,271 2,678 Variable lease cost 267 1,763 2,030 Sublease income - (1,603 ) (1,603 ) Total lease cost $ 5,944 $ 14,230 $ 20,174 ( 9 ) Leases – continued The following table summarizes other lease related information as of and for the twenty-six week period ended July 4, 2020 (in thousands): With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 5,193 $ 11,341 $ 16,534 Right-of-use asset change due to lease termination $ - $ (1,409 ) $ (1,409 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,941 $ 15,147 $ 17,088 Weighted-average remaining lease term (in years) 6.6 4.7 5.3 Weighted-average discount rate 7.8 % 4.5 % 5.7 % Future minimum lease payments under these operating leases as of July 4, 2020, are as follows (in thousands): With Affiliates With Third Parties Total Year one $ 8,077 $ 20,540 $ 28,617 Year two 5,878 12,621 18,499 Year three 3,940 9,555 13,495 Year four 3,575 7,275 10,850 Year five 3,104 6,537 9,641 Thereafter 12,747 9,624 22,371 Total required lease payments $ 37,321 $ 66,152 $ 103,473 Less amounts representing interest (15,959 ) Present value of lease liabilities $ 87,514 |
Transactions with Affiliates
Transactions with Affiliates | 6 Months Ended |
Jul. 04, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | (10) 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 affiliates controlled by CenTra. Following is a schedule of costs incurred and included in operating expenses for services provided by affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2020 and June 29, 2019, respectively (in thousands): Thirteen weeks ended Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Administrative support services $ 343 $ 786 $ 532 $ 1,500 Truck fuel, tolls and maintenance 104 212 410 514 Real estate rent and related costs 3,506 1,950 6,814 5,193 Insurance and employee benefit plans 7,353 15,938 20,507 25,412 Purchased transportation and equipment rent 6 9 11 17 Total $ 11,312 $ 18,895 $ 28,274 $ 32,636 We pay CenTra the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra. (10) Transactions with Affiliates - continued We lease 26 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements that are billed and paid monthly. Leasing properties from a related party affords us significant operating flexibility; however, we are not limited to such arrangements. See Note 9, “Leases” for further information regarding the cost of leased properties. We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders. Our employee health care benefits and 401(k) programs are also provided by this affiliate. Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At July 4, 2020 and December 31, 2019, amounts due to affiliates were $15.8 million and $14.8 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 July 4, 2020 and December 31, 2019, there were $11.8 million and $9.9 million, respectively, included in each of these accounts for insured claims. We purchased wheels and tires from an affiliate during the twenty-six weeks ended July 4, 2020 totaling $618,000. During the twenty-six weeks ended June 29, 2019, we made purchases of used equipment from an affiliate totaling $8,300, and purchased wheels and tires from an affiliate totaling $23,000 during the same period. 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 twenty-six weeks ended July 4, 2020 and June 29, 2019 (in thousands): Thirteen weeks ended Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Purchased transportation and equipment rent $ 221 $ 483 $ 356 $ 732 Total $ 221 $ 483 $ 356 $ 732 At July 4, 2020 and December 31, 2019, amounts due from affiliates were $0.9 million and $1.7 million, respectively |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jul. 04, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | ( 1 1 ) Stock Based Compensation On April 23, 2014, our Board of Directors adopted our 2014 Amended and Restated Stock Incentive Plan. The Plan was approved at the 2014 annual meeting of shareholders and became effective as of the date our Board adopted it. The 2014 Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Plan. The grants under the Plan may be made in the form of options, restricted stock awards, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or shares of unrestricted common stock. On February 5, 2020, the Company granted 5,000 shares of restricted stock to our Chief Financial Officer. The restricted stock award has a fair value of $17.74 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest on February 20, 2024, subject to his continued employment with the Company. On January 10, 2020, the Company granted 60,000 shares of restricted stock to our Chief Executive Officer. The restricted stock award has a fair value of $18.82 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest in installments of 20,000 shares on January 10, 2024 and January 10, 2026, and installments of 10,000 shares on January 10, 2027 and January 10, 2028, subject to his 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 then Chief Executive Officer and 10,000 shares to our Chief Financial Officer. The restricted stock awards have a grant date fair value of $23.56 per share, based on the closing price of the Company’s stock, and any non-vested shares under the awards will vest in four equal increments on each February 20 in 2021, 2022 and 2023. The non-vested shares granted to our former Chief Executive Officer on February 20, 2019 were forfeited upon his separation from service with the Company on January 10, 2020. A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement. (1 1 ) Stock Based Compensation - continued 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, 2020 42,000 $ 22.96 Granted 65,000 $ 18.74 Vested (9,375 ) $ 20.86 Forfeited (17,000 ) $ 23.56 Balance at June July 4, 2020 80,625 $ 19.90 In the twenty-six week periods ended July 4, 2020 and June 29, 2019, the total grant date fair value of vested shares recognized as compensation costs was $0.2 million and $0.1 million, respectively. As of July 4, 2020, there was approximately $1.7 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 $0.2 million in each year of 2021, 2022, and 2023, and $0.4 million in 2024, $0.3 million in 2026, and $0.2 million in each 2027 and 2028. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 04, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | ( 1 2 ) 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 each the thirteen weeks and twenty-six weeks ended July 4, 2020, no shares of non-vested restricted stock were included in the denominator for the calculation of diluted earnings per share. For the thirteen weeks and twenty-six weeks ended June 29, 2019, there were 926 and 904 weighted average non-vested shares of restricted stock, respectively, in the denominator for the calculation of diluted earnings per share In each of the thirteen weeks and twenty-six weeks ended July 4, 2020, we excluded 85,625 shares of non-vested restricted stock from the calculation of diluted earnings per share because such shares were anti-dilutive. In each of the thirteen weeks and twenty-six weeks ended June 29, 2019, we excluded 44,500 shares from the calculation of diluted earnings per share because such shares were anti-dilutive. |
Dividends
Dividends | 6 Months Ended |
Jul. 04, 2020 | |
Earnings Per Share [Abstract] | |
Dividends | (1 3 ) Dividends On April 30, 2020, the Board of Directors temporarily suspended our regular quarterly dividend. Future dividend policy and the payment of dividends, if any, will be determined by the Board of Directors in light of circumstances then existing, including our earnings, financial condition and other factors deemed relevant by the Board of Directors. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jul. 04, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 4 ) 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 twenty-six week periods ended July 4, 2020 and June 29, 2019 (in thousands): Thirteen weeks ended July 4, 2020 Transportation Logistics Other Total Operating revenues $ 185,831 $ 71,794 $ 355 $ 257,980 Eliminated inter-segment revenues (581 ) (1,121 ) - (1,702 ) Income from operations 10,035 750 54 10,839 Total assets 617,681 327,411 18,333 963,425 Thirteen weeks ended June 29, 2019 Transportation Logistics Other Total Operating revenues $ 251,777 $ 131,160 $ 238 $ 383,175 Eliminated inter-segment revenues (415 ) (126 ) - (541 ) Income from operations 13,294 17,339 83 30,716 Total assets 539,943 350,027 38,214 928,184 Twenty-six weeks ended July 4, 2020 Transportation Logistics Other Total Operating revenues $ 440,504 $ 198,836 $ 802 $ 640,142 Eliminated inter-segment revenues (1,215 ) (1,356 ) - (2,571 ) Income from operations 22,138 12,440 169 34,747 Total assets 617,681 327,411 18,333 963,425 Twenty-six weeks ended June 29, 2019 Transportation Logistics Other Total Operating revenues $ 498,482 $ 261,559 $ 540 $ 760,581 Eliminated inter-segment revenues (926 ) (625 ) - (1,551 ) Income from operations 25,826 31,159 244 57,229 Total assets 539,943 350,027 38,214 928,184 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 04, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 5 ) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. On June 8, 2020, the Company experienced a cyber-attack affecting certain of the Company’s network systems. During the attack, the Company experienced limited disruption and rapidly deployed back-up systems or implemented temporary procedures to maintain operations. The Company is currently investigating the attack, including the scope of transferred or extracted data. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability of $0.5 million. While we cannot predict with any certainty the outcome of this matter, management does not believe the ultimate resolution will have a material adverse effect on our business, financial condition, results of operations or cash flows. The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows. At July 4, 2020, approximately 31% of our employees in the United States, Canada and Colombia, and 86% of our employees in Mexico were subject to collective bargaining agreements that are renegotiated periodically, less than 10% of which are subject to contracts that expire in 2020. |
COVID-19 Pandemic
COVID-19 Pandemic | 6 Months Ended |
Jul. 04, 2020 | |
C O V I D19 Pandemic [Abstract] | |
COVID-19 Pandemic | (1 6 ) COVID-19 Pandemic In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The continued spread of COVID-19 has resulted in governmental authorities enforcing measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home orders, increased border security and shutdowns. These on-going measures severely disrupted economic and commercial activity, and caused slowdowns and reduced demand for transportation and manufacturing support services for logistics companies such as ours. Because we have a significant concentration of customers within the automotive industry, our revenues were significantly affected by the closure of North American automotive and heavy-truck production facilities during the last week of our first fiscal quarter and which persisted throughout the second quarter of 2020. Although most automotive and heavy-truck operations have resumed production, additional closures and other consumer activity affecting our customers and any future wave of the virus or other similar outbreaks could further adversely affect our business. A significant portion of our revenue is also provided by a network of agents and owner-operators located throughout the United States and in Ontario, Canada. As the COVID-19 virus spreads in areas we service, a significant impact to our network due to illness or government restrictions could have a material adverse effect on our ability to service our customers and on our business and results of operations. In addition, the implementation of measures to protect the health and safety of our employees, customers, vendors and the general public may disrupt our ability to efficiently manage personnel and operations and to recruit and retain driver and non-driver personnel, which could have a material adverse effect on our operating results. Further, negative financial results, an economic downturn or uncertainty, or a tightening of credit markets caused by COVID-19 or other similar outbreaks could have a material adverse effect on our liquidity, our ability to effectively meet our short- and long-term financial obligations, and our accounting estimates. During the second quarter of 2020, we observed negative macroeconomic indicators resulting from the COVID-19 pandemic, which could have a direct impact on our business. As a result of these indicators, we qualitatively assessed our goodwill, indefinite lived intangible assets, and other long-lived assets subject to amortization to determine if an impairment loss may have occurred. We qualitatively assessed whether it was more likely than not that these assets were impaired as of July 4, 2020. Where considered necessary, we reviewed our previous forecasts and assumptions based on our current projections, which are subject to various risks and uncertainties, including projected revenue, projected operating income, terminal growth rates, and the cost of capital. Based on our interim impairment assessment as of July 4, 2020, we have determined that our goodwill, indefinite life intangible assets, and our long-lived assets subject to amortization are not impaired. The Company's assumptions about future conditions important to its assessment of potential impairment, including the impacts of the COVID-19 pandemic, are subject to uncertainty, and the Company will continue to monitor these conditions in future periods as new information becomes available, and will update its analyses accordingly. (1 6 ) COVID-19 Pandemic - continued On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was signed into law. The CARES Act is aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. We are analyzing the various aspects of the CARES Act to determine the impact specific provisions may have on us. The Company is currently taking advantage of the cash deferral programs available for payment of employer social security taxes and federal and state income taxes. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jul. 04, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | In March 2020, the FASB issued ASU No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848): “Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU was issued to provide optional guidance for a limited period of time to ease the potential burden in accounting for reference rate reform on financial reporting. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company has evaluated the provisions of this standard and determined that it is applicable to our primary term loan and revolving credit facility, real estate promissory notes and investment margin credit facility. The London Interbank Offered Rate (“LIBOR”) is the basis for interest charges on outstanding borrowings for both our line of credit and investment margin account. The scheduled discontinuation of LIBOR is not expected to materially alter any provisions of either of these debt instruments, except for the identification of a replacement reference rate. The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The new standard will become effective for us beginning with the first quarter 2023, and is not expected to have a material impact on our consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
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): July 4, 2020 December 31, 2019 Prepaid expenses and other - contract assets $ 1,539 $ 1,156 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
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): July 4, 2020 December 31, 2019 Fair value $ 7,195 $ 9,369 Cost 9,729 8,136 Unrealized gain (loss) $ (2,534 ) $ 1,233 |
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): July 4, 2020 December 31, 2019 Gross unrealized gains $ 47 $ 1,337 Gross unrealized losses (2,581 ) (104 ) Net unrealized gains (losses) $ (2,534 ) $ 1,233 |
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 Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Realized gain Sale proceeds $ — $ 557 $ — $ 557 Cost of securities sold — 443 — 443 Realized gain $ — $ 114 $ — $ 114 Realized gain, net of taxes $ — $ 85 $ — $ 85 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the twenty-six weeks ended July 4, 2020 are as follows: Balance as of January 1, 2020 $ 168,451 Purchase accounting adjustments 1,588 Balance as of July 4, 2020 $ 170,039 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities are comprised of the following (in thousands): July 4, 2020 December 31, 2019 Payroll related items $ 14,453 $ 14,390 Driver escrow liabilities 4,926 5,249 Commissions, taxes and other 8,644 8,238 Legal settlements - 6,948 Total $ 28,023 $ 34,825 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at July 4, 2020 July 4, 2020 December 31, 2019 Outstanding Debt: Credit and Security Agreement (1) Term Loan 2.16% $ 136,875 $ 142,500 Revolver 2.16% 89,973 151,225 Equipment Financing (2) 2.78% to 5.13% 125,972 128,512 Real Estate Financing (3) 2.01% to 2.41% 52,770 37,492 Margin Facility (4) 1.26% — — Unamortized debt issuance costs (1,869 ) (2,117 ) 403,721 457,612 Less current portion of long-term debt 60,122 59,476 Total long-term debt, net of current portion $ 343,599 $ 398,136 (1) Our 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 July 4, 2020, we were in compliance with all covenants under the facility, and $110.0 million was available for borrowing on the revolver ( 7 ) Debt – continued (2) Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.78% to 5.13%. (3) Our Real Estate Financing consists of a series of promissory notes issued by a wholly owned subsidiary. 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 a variable rate ranging from LIBOR plus 1.85% to LIBOR plus 2.25%. At July 4, 2020, we were in compliance with all covenants. (4) Our 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 July 4, 2020, the maximum available borrowings under the line of credit were $4.9 million. |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | 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): July 4, 2020 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 16 $ — $ — $ 16 Marketable securities 7,195 — — 7,195 Total $ 7,211 $ — $ — $ 7,211 Liabilities Interest rate swaps $ — $ 754 $ — $ 754 Total $ — $ 754 $ — $ 754 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 18 $ — $ — $ 18 Marketable securities 9,369 — — 9,369 Total $ 9,387 $ — $ — $ 9,387 Liabilities Interest rate swaps $ — $ 137 $ — $ 137 Total $ — $ 137 $ — $ 137 |
Summary of Carrying Values and Estimated Fair Values of Promissory Notes | The carrying value and estimated fair value of these promissory notes at July 4, 2020 is summarized as follows: Carrying Value Estimated Fair Value Equipment promissory notes $ 125,972 $ 127,231 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs | The following table summarizes our lease costs for the thirteen weeks and twenty-six weeks ended July 4, 2020 and related information (in thousands): Thirteen weeks ended July 4, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 2,434 $ 5,840 $ 8,274 Short-term lease cost 166 1,074 1,240 Variable lease cost 40 970 1,010 Sublease income - (724 ) (724 ) Total lease cost $ 2,640 $ 7,160 $ 9,800 Twenty-six weeks ended July 4, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 5,270 $ 11,799 $ 17,069 Short-term lease cost 407 2,271 2,678 Variable lease cost 267 1,763 2,030 Sublease income - (1,603 ) (1,603 ) Total lease cost $ 5,944 $ 14,230 $ 20,174 |
Summary of Other Lease Related Information | The following table summarizes other lease related information as of and for the twenty-six week period ended July 4, 2020 (in thousands): With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 5,193 $ 11,341 $ 16,534 Right-of-use asset change due to lease termination $ - $ (1,409 ) $ (1,409 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,941 $ 15,147 $ 17,088 Weighted-average remaining lease term (in years) 6.6 4.7 5.3 Weighted-average discount rate 7.8 % 4.5 % 5.7 % |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under these operating leases as of July 4, 2020, are as follows (in thousands): With Affiliates With Third Parties Total Year one $ 8,077 $ 20,540 $ 28,617 Year two 5,878 12,621 18,499 Year three 3,940 9,555 13,495 Year four 3,575 7,275 10,850 Year five 3,104 6,537 9,641 Thereafter 12,747 9,624 22,371 Total required lease payments $ 37,321 $ 66,152 $ 103,473 Less amounts representing interest (15,959 ) Present value of lease liabilities $ 87,514 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
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 twenty-six weeks ended July 4, 2020 and June 29, 2019, respectively (in thousands): Thirteen weeks ended Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Administrative support services $ 343 $ 786 $ 532 $ 1,500 Truck fuel, tolls and maintenance 104 212 410 514 Real estate rent and related costs 3,506 1,950 6,814 5,193 Insurance and employee benefit plans 7,353 15,938 20,507 25,412 Purchased transportation and equipment rent 6 9 11 17 Total $ 11,312 $ 18,895 $ 28,274 $ 32,636 |
Schedule of Services Provided to Affiliates | Following is a schedule of services provided to affiliates for the thirteen weeks and twenty-six weeks ended July 4, 2020 and June 29, 2019 (in thousands): Thirteen weeks ended Twenty-six weeks ended July 4, 2020 June 29, 2019 July 4, 2020 June 29, 2019 Purchased transportation and equipment rent $ 221 $ 483 $ 356 $ 732 Total $ 221 $ 483 $ 356 $ 732 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
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, 2020 42,000 $ 22.96 Granted 65,000 $ 18.74 Vested (9,375 ) $ 20.86 Forfeited (17,000 ) $ 23.56 Balance at June July 4, 2020 80,625 $ 19.90 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jul. 04, 2020 | |
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 twenty-six week periods ended July 4, 2020 and June 29, 2019 (in thousands): Thirteen weeks ended July 4, 2020 Transportation Logistics Other Total Operating revenues $ 185,831 $ 71,794 $ 355 $ 257,980 Eliminated inter-segment revenues (581 ) (1,121 ) - (1,702 ) Income from operations 10,035 750 54 10,839 Total assets 617,681 327,411 18,333 963,425 Thirteen weeks ended June 29, 2019 Transportation Logistics Other Total Operating revenues $ 251,777 $ 131,160 $ 238 $ 383,175 Eliminated inter-segment revenues (415 ) (126 ) - (541 ) Income from operations 13,294 17,339 83 30,716 Total assets 539,943 350,027 38,214 928,184 Twenty-six weeks ended July 4, 2020 Transportation Logistics Other Total Operating revenues $ 440,504 $ 198,836 $ 802 $ 640,142 Eliminated inter-segment revenues (1,215 ) (1,356 ) - (2,571 ) Income from operations 22,138 12,440 169 34,747 Total assets 617,681 327,411 18,333 963,425 Twenty-six weeks ended June 29, 2019 Transportation Logistics Other Total Operating revenues $ 498,482 $ 261,559 $ 540 $ 760,581 Eliminated inter-segment revenues (926 ) (625 ) - (1,551 ) Income from operations 25,826 31,159 244 57,229 Total assets 539,943 350,027 38,214 928,184 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Additional Information (Detail) - ASU 2020-04 [Member] | Jul. 04, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 12, 2020 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Revenue Recognition - Aditional
Revenue Recognition - Aditional Information (Detail) | 6 Months Ended |
Jul. 04, 2020 | |
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 | Jul. 04, 2020 | Dec. 31, 2019 |
Other Current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Prepaid expenses and other - contract assets | $ 1,539 | $ 1,156 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains on Equity Securities (Detail) - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Fair value | $ 7,195 | $ 9,369 |
Cost | 9,729 | 8,136 |
Unrealized gain (loss) | $ (2,534) | $ 1,233 |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Gross unrealized gains | $ 47 | $ 1,337 |
Gross unrealized losses | (2,581) | (104) |
Net unrealized gains (losses) | $ (2,534) | $ 1,233 |
Marketable Securities - Summary
Marketable Securities - Summary of Net Realized Gains (Loss) on Marketable Equity Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 29, 2019 | Jun. 29, 2019 | |
Realized gain | ||
Sale proceeds | $ 557 | $ 557 |
Cost of securities sold | 443 | 443 |
Realized gain | 114 | 114 |
Realized gain, net of taxes | $ 85 | $ 85 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Other Nonoperating Income (Expense) | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Net unrealized pre-tax gain (loss) in market value | $ 875,000 | $ (119,000) | $ (2,534,000) | $ 756,000 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jul. 04, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 168,451 |
Purchase accounting adjustments | 1,588 |
Ending Balance | $ 170,039 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Increase in goodwill | $ 1,588 | |
Goodwill | 170,039 | $ 168,451 |
Transportation [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 113,700 | 112,200 |
Logistics [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 56,300 | $ 56,300 |
Michaels [Member] | ||
Goodwill [Line Items] | ||
Increase in goodwill | 1,600 | |
Increase in current liabilities | 100 | |
Decrease in other assets | $ 1,500 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Payroll related items | $ 14,453 | $ 14,390 |
Driver escrow liabilities | 4,926 | 5,249 |
Commissions, taxes and other | 8,644 | 8,238 |
Legal settlements | 6,948 | |
Total | $ 28,023 | $ 34,825 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Jul. 04, 2020 | Dec. 31, 2019 | |
Outstanding Debt: | |||
Unamortized debt issuance costs | $ (1,869) | $ (2,117) | |
Outstanding Debt | 403,721 | 457,612 | |
Less current portion of long-term debt | 60,122 | 59,476 | |
Total long-term debt, net of current portion | 343,599 | 398,136 | |
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 136,875 | 142,500 |
Credit facility, Interest Rates | [1] | 2.16% | |
Credit and Security Agreement [Member] | Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 89,973 | 151,225 |
Credit facility, Interest Rates | [1] | 2.16% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 125,972 | 128,512 |
Equipment Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 2.78% | |
Equipment Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 5.13% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 52,770 | $ 37,492 |
Real Estate Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 2.01% | |
Real Estate Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 2.41% | |
Margin Facility [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [4] | 1.26% | |
[1] | Our 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 July 4, 2020, we were in compliance with all covenants under the facility, and $110.0 million was available for borrowing on the revolver | ||
[2] | Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.78% to 5.13%. | ||
[3] | Our Real Estate Financing consists of a series of promissory notes issued by a wholly owned subsidiary. 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 a variable rate ranging from LIBOR plus 1.85% to LIBOR plus 2.25%. At July 4, 2020, we were in compliance with all covenants. | ||
[4] | Our 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 July 4, 2020, the maximum available borrowings under the line of credit were $4.9 million. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 6 Months Ended | |
Jul. 04, 2020USD ($)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 | 110,000,000 | |
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 | 2.78% | [1] |
Equipment Financing [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, Interest Rates | 5.13% | [1] |
Real Estate Financing [Member] | Minimum [Member] | Secured Debt | ||
Debt Instrument [Line Items] | ||
Description of variable rate basis | LIBOR plus 1.85% | |
Real Estate Financing [Member] | Minimum [Member] | Secured Debt | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate above variable base rate | 1.85% | |
Real Estate Financing [Member] | Maximum [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] | Maximum [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 | $ 4,900,000 | |
Description of variable rate basis | LIBOR plus 1.10% | |
Margin Facility [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate above variable base rate | 1.10% | |
[1] | Our Equipment Financing consists of a series of promissory notes issued by a wholly owned subsidiary. The equipment notes, which are secured by liens on specific titled vehicles, include certain affirmative and negative covenants, are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 2.78% to 5.13%. |
Debt - Additional Information (
Debt - Additional Information (Detail) | 6 Months Ended |
Jul. 04, 2020USD ($)Agreement | |
Line of Credit Facility [Line Items] | |
Number of swap agreements | Agreement | 2 |
Notional amount | $ 14,300,000 |
Description of variable rate basis | LIBOR rate plus 2.25% |
First Swap [Member] | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 10,000,000 |
Interest accrued percentage | 4.16% |
Effective date | 2016-10 |
Maturity date | 2026-07 |
Second Swap [Member] | |
Line of Credit Facility [Line Items] | |
Notional amount | $ 4,300,000 |
Interest accrued percentage | 3.83% |
Effective date | 2016-10 |
Maturity date | 2022-05 |
Interest Rate Swap [Member] | |
Line of Credit Facility [Line Items] | |
Fair value asset of swap agreement | $ 800,000 |
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 | Jul. 04, 2020 | Dec. 31, 2019 |
Assets | ||
Marketable securities | $ 7,195 | $ 9,369 |
Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash equivalents | 16 | 18 |
Marketable securities | 7,195 | 9,369 |
Total | 7,211 | 9,387 |
Liabilities | ||
Interest rate swaps | 754 | 137 |
Total | 754 | 137 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash equivalents | 16 | 18 |
Marketable securities | 7,195 | 9,369 |
Total | 7,211 | 9,387 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Liabilities | ||
Interest rate swaps | 754 | 137 |
Total | $ 754 | $ 137 |
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] | Jul. 04, 2020USD ($) |
Carrying Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 125,972 |
Estimated Fair Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 127,231 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 04, 2020 | Jul. 04, 2020 | |
Lease cost | ||
Operating lease cost | $ 8,274 | $ 17,069 |
Short-term lease cost | 1,240 | 2,678 |
Variable lease cost | 1,010 | 2,030 |
Sublease income | (724) | (1,603) |
Total lease cost | 9,800 | 20,174 |
With Affiliates [Member] | ||
Lease cost | ||
Operating lease cost | 2,434 | 5,270 |
Short-term lease cost | 166 | 407 |
Variable lease cost | 40 | 267 |
Total lease cost | 2,640 | 5,944 |
With Third Parties [Member] | ||
Lease cost | ||
Operating lease cost | 5,840 | 11,799 |
Short-term lease cost | 1,074 | 2,271 |
Variable lease cost | 970 | 1,763 |
Sublease income | (724) | (1,603) |
Total lease cost | $ 7,160 | $ 14,230 |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Related Information (Detail) $ in Thousands | 6 Months Ended |
Jul. 04, 2020USD ($) | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 16,534 |
Right-of-use asset change due to lease termination | (1,409) |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 17,088 |
Weighted-average remaining lease term | 5 years 3 months 18 days |
Weighted-average discount rate | 5.70% |
With Affiliates [Member] | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 5,193 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,941 |
Weighted-average remaining lease term | 6 years 7 months 6 days |
Weighted-average discount rate | 7.80% |
With Third Parties [Member] | |
Other information | |
Cash paid for amounts included in the measurement of operating leases | $ 11,341 |
Right-of-use asset change due to lease termination | (1,409) |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 15,147 |
Weighted-average remaining lease term | 4 years 8 months 12 days |
Weighted-average discount rate | 4.50% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Jul. 04, 2020USD ($) |
Lease Disclosure [Line Items] | |
Year one | $ 28,617 |
Year two | 18,499 |
Year three | 13,495 |
Year four | 10,850 |
Year five | 9,641 |
Thereafter | 22,371 |
Total required lease payments | 103,473 |
Less amounts representing interest | (15,959) |
Present value of lease liabilities | 87,514 |
With Affiliates [Member] | |
Lease Disclosure [Line Items] | |
Year one | 8,077 |
Year two | 5,878 |
Year three | 3,940 |
Year four | 3,575 |
Year five | 3,104 |
Thereafter | 12,747 |
Total required lease payments | 37,321 |
With Third Parties [Member] | |
Lease Disclosure [Line Items] | |
Year one | 20,540 |
Year two | 12,621 |
Year three | 9,555 |
Year four | 7,275 |
Year five | 6,537 |
Thereafter | 9,624 |
Total required lease payments | $ 66,152 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | $ 11,312 | $ 18,895 | $ 28,274 | $ 32,636 |
Administrative support services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 343 | 786 | 532 | 1,500 |
Truck fuel, tolls and maintenance [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 104 | 212 | 410 | 514 |
Real estate rent and related costs [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 3,506 | 1,950 | 6,814 | 5,193 |
Insurance and employee benefit plans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | 7,353 | 15,938 | 20,507 | 25,412 |
Purchased transportation and equipment rent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost incurred for services provided by CenTra and affiliates | $ 6 | $ 9 | $ 11 | $ 17 |
Transactions with Affiliates _2
Transactions with Affiliates - Additional Information (Detail) | 6 Months Ended | ||
Jul. 04, 2020USD ($)Facility | Jun. 29, 2019USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Number of facilities leased from related parties occupied on monthly or contractual basis | Facility | 26 | ||
Insurance, claims and other receivables | $ 11,800,000 | $ 9,900,000 | |
Due to affiliates | 15,763,000 | 14,842,000 | |
Due from affiliates | 934,000 | $ 1,705,000 | |
Affiliates [Member] | Used Equipment [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | $ 8,300 | ||
Affiliates [Member] | Wheels and Tires [Member] | |||
Related Party Transaction [Line Items] | |||
Cost of purchase from an affiliate | $ 618,000 | $ 23,000 |
Transactions with Affiliates _3
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Related Party Transaction [Line Items] | ||||
Services provided to affiliates | $ 221 | $ 483 | $ 356 | $ 732 |
Purchased Transportation And Equipment Rent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Services provided to affiliates | $ 221 | $ 483 | $ 356 | $ 732 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 05, 2020 | Jan. 10, 2020 | Feb. 20, 2019 | Jul. 04, 2020 | Jun. 29, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total fair value of shares vested | $ 0.2 | $ 0.1 | |||
Total unrecognized compensation cost | 1.7 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis during remainder of 2021 | 0.2 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2022 | 0.2 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2023 | 0.2 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2024 | 0.4 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2026 | 0.3 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2027 | 0.2 | ||||
Share based compensation cost is expected to be recognized on a straight-line basis in fiscal 2028 | $ 0.2 | ||||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 44,500 | 65,000 | |||
Restricted stock award grant date fair value per share | $ 18.74 | ||||
Restricted Stock [Member] | Vesting on January 10, 2024 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares expected to vest | 20,000 | ||||
Restricted Stock [Member] | Vesting on January 10, 2026 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares expected to vest | 20,000 | ||||
Restricted Stock [Member] | Vesting on January 10, 2027 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares expected to vest | 10,000 | ||||
Restricted Stock [Member] | Vesting on January 10, 2028 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares expected to vest | 10,000 | ||||
Restricted Stock [Member] | 2020 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock award grant date fair value per share | $ 23.56 | ||||
Restricted Stock [Member] | 2021 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock award grant date fair value per share | 23.56 | ||||
Restricted Stock [Member] | 2022 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock award grant date fair value per share | 23.56 | ||||
Restricted Stock [Member] | 2023 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock award grant date fair value per share | $ 23.56 | ||||
Restricted Stock [Member] | Chief Financial Officer [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 5,000 | 10,000 | |||
Restricted stock award grant date fair value per share | $ 17.74 | ||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock granted | 60,000 | 12,000 | |||
Restricted stock award grant date fair value per share | $ 18.82 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - Restricted Stock [Member] - $ / shares | Feb. 20, 2019 | Jul. 04, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Nonvested, Beginning Balance | 42,000 | |
Shares, Granted | 44,500 | 65,000 |
Shares, Vested | (9,375) | |
Shares, Forfeited | (17,000) | |
Shares, Ending Balance | 80,625 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 22.96 | |
Weighted Average Grant Date Fair Value, Granted | 18.74 | |
Weighted Average Grant Date Fair Value, Vested | 20.86 | |
Weighted Average Grant Date Fair Value, Forfeited | 23.56 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 19.90 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted average non-vested shares of restricted shares | 0 | 926 | 0 | 904 |
Antidilutive securities excluded from computation of earnings per share, amount | 85,625 | 44,500 | 85,625 | 44,500 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jul. 04, 2020Segment | |
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 | 6 Months Ended | |||
Jul. 04, 2020 | Jun. 29, 2019 | Jul. 04, 2020 | Jun. 29, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 257,980 | $ 383,175 | $ 640,142 | $ 760,581 | |
Income from operations | 10,839 | 30,716 | 34,747 | 57,229 | |
Total assets | 963,425 | 928,184 | 963,425 | 928,184 | $ 987,997 |
Operating Segments [Member] | Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 185,831 | 251,777 | 440,504 | 498,482 | |
Income from operations | 10,035 | 13,294 | 22,138 | 25,826 | |
Total assets | 617,681 | 539,943 | 617,681 | 539,943 | |
Operating Segments [Member] | Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 71,794 | 131,160 | 198,836 | 261,559 | |
Income from operations | 750 | 17,339 | 12,440 | 31,159 | |
Total assets | 327,411 | 350,027 | 327,411 | 350,027 | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 355 | 238 | 802 | 540 | |
Income from operations | 54 | 83 | 169 | 244 | |
Total assets | 18,333 | 38,214 | 18,333 | 38,214 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (1,702) | (541) | (2,571) | (1,551) | |
Intersegment Eliminations [Member] | Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (581) | (415) | (1,215) | (926) | |
Intersegment Eliminations [Member] | Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ (1,121) | $ (126) | $ (1,356) | $ (625) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||
Accrued expenses and other current liabilities | $ 28,023 | $ 34,825 |
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 | 31.00% | |
United States, Canada and Colombia [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of number of employees subject to contracts that expire in 2020 | 10.00% | |
Mexico [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues from major customers | 86.00% | |
Cyber-attack [Member] | ||
Concentration Risk [Line Items] | ||
Accrued expenses and other current liabilities | $ 500 |