Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jul. 03, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | UNIVERSAL LOGISTICS HOLDINGS, INC. | ||
Trading Symbol | ULH | ||
Entity Central Index Key | 0001308208 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | MI | ||
Entity Common Stock, Shares Outstanding | 26,834,107 | ||
Entity Public Float | $ 171.4 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Southfield, Michigan | ||
Auditor Firm ID | 248 | ||
Documents Incorporated by Reference | Portions of the Proxy Statement for the Registrant’s 2022 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. | ||
BDO USA, LLP [Member] | |||
Document Information [Line Items] | |||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Troy, Michigan | ||
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 13,932 | $ 8,763 |
Marketable securities | 8,031 | 6,534 |
Accounts receivable – net of allowance for doubtful accounts of $7,841 and $5,140, respectively | 341,398 | 259,154 |
Other receivables | 26,318 | 22,422 |
Prepaid expenses and other | 30,209 | 23,427 |
Due from affiliates | 807 | 1,224 |
Total current assets | 420,695 | 321,524 |
Property and equipment, net | 345,583 | 364,795 |
Operating lease right-of-use asset | 105,859 | 97,820 |
Goodwill | 170,730 | 170,730 |
Intangible assets – net of accumulated amortization of $107,461 and $93,574, respectively | 88,349 | 102,236 |
Deferred income taxes | 2,060 | 2,159 |
Other assets | 4,215 | 3,785 |
Total assets | 1,137,491 | 1,063,049 |
Current liabilities: | ||
Accounts payable | 117,837 | 97,916 |
Current portion of long-term debt | 61,160 | 59,713 |
Current portion of operating lease liabilities | 24,566 | 21,920 |
Accrued expenses and other current liabilities | 43,627 | 39,588 |
Insurance and claims | 43,357 | 25,022 |
Due to affiliates | 17,839 | 17,093 |
Income taxes payable | 4,323 | 11,555 |
Total current liabilities | 312,709 | 272,807 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 366,188 | 400,407 |
Operating lease liability, net of current portion | 85,984 | 78,093 |
Deferred income taxes | 61,250 | 64,426 |
Other long-term liabilities | 9,150 | 7,743 |
Total long-term liabilities | 522,572 | 550,669 |
Shareholders' equity: | ||
Common stock, no par value. Authorized 100,000,000 shares; 30,986,702 and 30,979,827 shares issued; 26,919,455 and 26,912,580 shares outstanding, respectively | 30,988 | 30,981 |
Paid-in capital | 4,639 | 4,484 |
Treasury stock, at cost; 4,067,247 shares | (82,385) | (82,385) |
Retained earnings | 356,071 | 293,643 |
Accumulated other comprehensive income (loss): | ||
Interest rate swaps, net of income taxes of $(60) and $(142), respectively | (178) | (476) |
Foreign currency translation adjustments | (6,925) | (6,674) |
Total shareholders’ equity | 302,210 | 239,573 |
Total liabilities and shareholders’ equity | $ 1,137,491 | $ 1,063,049 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,841 | $ 5,140 |
Intangible assets, accumulated amortization | $ 107,461 | $ 93,574 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,986,702 | 30,979,827 |
Common stock, shares outstanding | 26,919,455 | 26,912,580 |
Treasury stock, shares | 4,067,247 | 4,067,247 |
Interest rate swaps, income taxes | $ (60) | $ (142) |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating revenues: | |||
Total operating revenues | $ 1,750,980 | $ 1,391,083 | $ 1,511,998 |
Operating expenses: | |||
Purchased transportation and equipment rent, including related party amounts of $1,695, $22 and $65, respectively | 824,789 | 674,143 | 723,079 |
Direct personnel and related benefits, including related party amounts of $42,371, $27,532 and $31,932, respectively | 456,643 | 337,618 | 368,243 |
Operating supplies and expenses, including related party amounts of $3,887, $826 and $895, respectively | 149,394 | 111,056 | 120,767 |
Commission expense | 33,894 | 26,661 | 31,204 |
Occupancy expense, including related party amounts of $12,384, $12,925 and $11,794, respectively | 37,286 | 34,586 | 36,645 |
General and administrative, including related party amounts of $8,923, $5,688 and $7,633, respectively | 39,648 | 33,267 | 44,497 |
Insurance and claims, including related party amounts of $17,997, $16,542 and $17,570, respectively | 38,829 | 19,252 | 47,418 |
Depreciation and amortization | 67,537 | 74,141 | 74,765 |
Total operating expenses | 1,648,020 | 1,310,724 | 1,446,618 |
Income from operations | 102,960 | 80,359 | 65,380 |
Interest income | 43 | 47 | 73 |
Interest expense | (11,642) | (14,626) | (17,085) |
Other non-operating (expense) income | 7,220 | (1,870) | 1,818 |
Income before income taxes | 98,581 | 63,910 | 50,186 |
Income tax expense | 24,848 | 15,778 | 12,600 |
Net income | $ 73,733 | $ 48,132 | $ 37,586 |
Earnings per common share: | |||
Basic | $ 2.74 | $ 1.78 | $ 1.34 |
Diluted | $ 2.74 | $ 1.78 | $ 1.34 |
Weighted average number of common shares outstanding: | |||
Basic | 26,919 | 26,997 | 28,069 |
Diluted | 26,929 | 27,000 | 28,070 |
Dividends declared per common share | $ 0.42 | $ 0.21 | $ 0.42 |
Truckload services [Member] | |||
Operating revenues: | |||
Total operating revenues | $ 248,878 | $ 201,419 | $ 251,574 |
Brokerage services [Member] | |||
Operating revenues: | |||
Total operating revenues | 401,823 | 336,365 | 354,940 |
Intermodal services [Member] | |||
Operating revenues: | |||
Total operating revenues | 473,059 | 393,633 | 390,299 |
Dedicated services [Member] | |||
Operating revenues: | |||
Total operating revenues | 204,102 | 127,510 | 138,664 |
Value-added services [Member] | |||
Operating revenues: | |||
Total operating revenues | $ 423,118 | $ 332,156 | $ 376,521 |
Consolidated Statements of In_2
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Truckload services, related party amounts | $ 660 | $ 947 | $ 1,636 |
Purchased transportation and equipment rent [Member] | |||
Operating expenses, related party amounts | 1,695 | 22 | 65 |
Direct personnel and related benefits [Member] | |||
Operating expenses, related party amounts | 42,371 | 27,532 | 31,932 |
Operating supplies and expenses [Member] | |||
Operating expenses, related party amounts | 3,887 | 826 | 895 |
Occupancy expense [Member] | |||
Operating expenses, related party amounts | 12,384 | 12,925 | 11,794 |
General and administrative expense [Member] | |||
Operating expenses, related party amounts | 8,923 | 5,688 | 7,633 |
Insurance and claims [Member] | |||
Operating expenses, related party amounts | $ 17,997 | $ 16,542 | $ 17,570 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net Income | $ 73,733 | $ 48,132 | $ 37,586 |
Other comprehensive income (loss): | |||
Unrealized changes in fair value of interest rate swaps, net of income taxes of $82, $(110) and $(126), respectively | 298 | (371) | (403) |
Foreign currency translation adjustments | (251) | (2,769) | 1,354 |
Total other comprehensive income (loss) | 47 | (3,140) | 951 |
Total comprehensive income | $ 73,780 | $ 44,992 | $ 38,537 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized changes in fair value of interest rate swaps, tax | $ 82 | $ (110) | $ (126) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net Income | $ 73,733 | $ 48,132 | $ 37,586 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 67,537 | 74,141 | 74,765 |
Noncash lease expense | 26,058 | 27,827 | 29,904 |
Amortization of debt issuance costs | 480 | 589 | 586 |
Loss (gain) on marketable equity securities | (1,500) | 1,574 | (1,540) |
Gain on disposal of property and equipment | (1,202) | (734) | (1,245) |
Stock-based compensation | 162 | 195 | 73 |
Provision for doubtful accounts | 6,315 | 5,165 | 3,133 |
Deferred income taxes | (3,197) | (3,278) | 7,161 |
Change in assets and liabilities: | |||
Trade and other accounts receivable | (92,968) | (58,090) | 21,798 |
Prepaid income taxes, prepaid expenses and other assets | (7,074) | (542) | (2,230) |
Accounts payable, accrued expenses, income taxes payable, insurance and claims and other current liabilities | 36,635 | 26,729 | (13,791) |
Principal reduction in operating lease liabilities | (24,650) | (26,654) | (29,061) |
Due to/from affiliates, net | 1,163 | 2,728 | 623 |
Other long-term liabilities | 1,788 | 1,554 | 274 |
Net cash provided by operating activities | 83,280 | 99,336 | 128,036 |
Cash flows from investing activities: | |||
Capital expenditures | (38,841) | (90,710) | (79,753) |
Proceeds from the sale of property and equipment | 5,605 | 4,189 | 11,152 |
Purchases of marketable securities | (114) | (361) | (92) |
Proceeds from sale of marketable securities | 117 | 1,622 | 1,596 |
Acquisitions of businesses | (1,295) | (75,963) | |
Net cash used in investing activities | (33,233) | (86,555) | (143,060) |
Cash flows from financing activities: | |||
Proceeds from borrowing - revolving debt | 408,478 | 395,717 | 379,458 |
Repayments of debt - revolving debt | (396,547) | (395,616) | (308,821) |
Proceeds from borrowing - term debt | 15,967 | 63,902 | 56,494 |
Repayments of debt - term debt | (61,151) | (62,038) | (70,016) |
Borrowing under margin account | 256 | ||
Repayments under margin account | (256) | (541) | |
Dividends paid | (11,305) | (5,731) | (15,042) |
Purchases of treasury stock | (5,138) | (24,785) | |
Capitalized financing costs | (46) | ||
Net cash (used in) provided by financing activities | (44,558) | (8,950) | 16,747 |
Effect of exchange rate changes on cash and cash equivalents | (320) | (2,794) | 276 |
Net increase in cash | 5,169 | 1,037 | 1,999 |
Cash and cash equivalents - beginning of period | 8,763 | 7,726 | 5,727 |
Cash and cash equivalents - end of period | 13,932 | 8,763 | 7,726 |
Supplemental cash flow information: | |||
Cash paid for interest | 11,223 | 14,039 | 16,349 |
Cash paid for income taxes | 36,173 | 3,784 | $ 12,459 |
Non-cash operating and financing activities: | |||
Dividends declared but unpaid | $ 2,800 | $ 2,800 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common stock [Member] | Paid-in capital [Member] | Treasury stock [Member] | Retained earnings [Member] | Accumulated other comprehensive income (loss) [Member] |
Balances at Dec. 31, 2018 | $ 209,299 | $ 30,967 | $ 4,230 | $ (52,462) | $ 231,525 | $ (4,961) |
Net Income | 37,586 | 37,586 | ||||
Other comprehensive income (loss) | 951 | 951 | ||||
Dividends paid | (15,042) | (15,042) | ||||
Dividends payable | (2,865) | (2,865) | ||||
Stock based compensation | 73 | 5 | 68 | |||
Purchases of treasury stock | (24,785) | (24,785) | ||||
Balances at Dec. 31, 2019 | 205,217 | 30,972 | 4,298 | (77,247) | 251,204 | (4,010) |
Net Income | 48,132 | 48,132 | ||||
Other comprehensive income (loss) | (3,140) | (3,140) | ||||
Dividends paid | (2,866) | (2,866) | ||||
Dividends payable | (2,827) | (2,827) | ||||
Stock based compensation | 195 | 9 | 186 | |||
Purchases of treasury stock | (5,138) | (5,138) | ||||
Balances at Dec. 31, 2020 | 239,573 | 30,981 | 4,484 | (82,385) | 293,643 | (7,150) |
Net Income | 73,733 | 73,733 | ||||
Other comprehensive income (loss) | 47 | 47 | ||||
Dividends paid | (8,479) | (8,479) | ||||
Dividends payable | (2,826) | (2,826) | ||||
Stock based compensation | 162 | 7 | 155 | |||
Balances at Dec. 31, 2021 | $ 302,210 | $ 30,988 | $ 4,639 | $ (82,385) | $ 356,071 | $ (7,103) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | |||
Dividends paid per share | $ 0.315 | $ 0.105 | $ 0.530 |
Dividends payable per share | $ 0.105 | $ 0.105 | $ 0.105 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) (a ) Business Universal Logistics Holdings, Inc. (“Universal” or the “Company”), through its subsidiaries, is a leading asset-light provider of customized transportation and logistics solutions throughout the United States, and in Mexico, Canada and Colombia. We provide our customers with supply chain solutions that can be scaled to meet their changing demands. We offer our customers a broad array of services across their entire supply chain, including truckload, brokerage, intermodal, dedicated and value-added services. Our customized solutions and flexible business model are designed to provide us with a highly variable cost model. (b ) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. COVID-19 In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The Company remains committed to doing its part to protect its employees, customers, vendors and the general public from the spread of COVID-19. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers. To mitigate the impact to our business, we implemented numerous cost reduction efforts beginning in the second quarter 2020 including furloughing a portion of the direct labor force, requiring employees to take unpaid time-off, restricting travel, reducing discretionary spending, and various other measures. Also during the second quarter 2020 we began taking advantage of the cash deferral programs available for payment of employer social security taxes and federal and state income taxes under the Coronavirus Aid, Relief, and Economic Security Act (“CARES” Act). The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the impacts of the COVID-19 pandemic. Although we estimate COVID-19 had the largest impact on our business during the second quarter 2020, we are unable to predict with any certainty the future impact COVID-19 may have on our operational and financial performance. The Company will continue to monitor these conditions in future periods as new information becomes available and will update its analyses accordingly. (1) (c ) Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates. (d) Cash and Cash Equivalents We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits. (e ) Marketable Securities Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2021 and 2020, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income (expense). See Note 5 “Marketable Securities” for further information on our portfolio. (f ) Accounts Receivable Accounts receivable are recorded at the net invoiced amount, net of an allowance for doubtful accounts, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience and the aging of our outstanding accounts receivable. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates. (g ) Inventories Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2021 2020 Finished goods $ 10,625 $ 6,893 Raw materials and supplies 3,479 1,383 Total $ 14,104 $ 8,276 (1) (h ) Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 The amounts recorded for depreciation expense were $53.6 million, $58.9 million, and $59.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles. (i) Intangible Assets Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, and non-competition agreements that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years. The useful lives of acquired trademarks are indefinite and, therefore, not subject to amortization. Our identifiable intangible assets as of December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 81,198 $ 84,792 $ 165,990 $ 69,124 $ 96,866 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 2,731 1,269 Non-compete agreements 2,720 1,663 1,057 2,720 1,119 1,601 Indefinite Lived Intangibles: Trademarks 2,500 — 2,500 2,500 — 2,500 Total Identifiable Intangible Assets $ 195,810 $ 107,461 $ 88,349 $ 195,810 $ 93,574 $ 102,236 Estimated amortization expense by year is as follows (in thousands): 2022 $ 11,740 2023 11,339 2024 10,366 2025 9,714 2026 8,903 Thereafter 33,787 Total $ 85,849 The amounts recorded for amortization expense were $13.9 million, $15.2 million, and $15.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. (1) (j ) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): Balance as of January 1, 2020 $ 168,451 Purchase accounting adjustments 2,279 Balance as of December 31, 2020 170,730 Purchase accounting adjustments — Balance as of December 31, 2021 $ 170,730 During 2020, the Company made purchase accounting adjustments to the preliminary purchase price allocations of the Company’s April 22, 2019 acquisition of Michael’s Cartage, Inc. (“Michael’s”) and November 5, 2019 acquisition of Roadrunner Intermodal Services, LLC, Morgan Southern, Inc., Wando Trucking, LLC, and Central Cal Transportation, LLC (collectively, “Roadrunner Intermodal”). The adjustments resulted in increases of $2.3 million in goodwill and $1.3 million in intangible assets, as well as decreases of $3.3 million in property and equipment, $1.5 million in other assets, $2.3 million in current liabilities, and $0.2 million in deferred tax liabilities. During 2020, the Company also paid an additional $1.3 million in cash for post-closing adjustments related to the Roadrunner acquisition. There were no such adjustments made during 2021. At both December 31, 2021 and 2020, $56.3 million of goodwill was recorded in our contract logistics segment, $101.1 million in our intermodal segment, $9.8 million in our trucking segment and $3.5 million in our company-managed brokerage segment. (1) (k ) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. (l ) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 or 2019 had contingent consideration arrangements. ( m ) Fair Value of Financial Instruments For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 10 “Fair Value Measurement and Disclosures” for further information. ( n ) Deferred Compensation Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a five-year (o ) Closing Costs Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. (1) (p ) Revenue Recognition 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. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $96.9 million, $67.9 million and $89.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, are included in operating revenues. See Note 3, “ ,” (q ) Insurance & Claims Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. (r ) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 15 “Stock Based Compensation” for further information. (1) (s ) Income Taxes Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2018. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2017 and 2016, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. (t ) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. ( u ) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, wind energy, building materials, machinery and metals industries. During the fiscal years ended December 31, 2021, 2020 and 2019, aggregate sales in the automotive industry totaled 31%, 29% and 27% of revenue, respectively. In 2021, 2020 and 2019, General Motors accounted for approximately 13%, 14% and 12% of our total operating revenues, respectively. In 2021, 2020 and 2019, sales to our top 10 customers, including General Motors, totaled 38%, 38% and 39%, respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
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 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. The Company is evaluating the new guidance but does not expect it to have a material impact on our consolidated financial statements . |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | ( 3) Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ Revenue from Contracts with Customers 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. Truckload services also include our final mile and ground expedited services. 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. 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 judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue includes changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class-8 heavy-truck industries. Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services. We have elected to use the “right to invoice” practical expedient to recognize revenue, The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components . The following table provides information related to contract balances associated with our contracts with customers (in thousands): December 31, 2021 December 31, 2020 Prepaid expenses and other - contract assets $ 2,023 $ 2,520 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. See also Note 18 for additional information on revenue reported by segment and by geographic region. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | ( 4) Acquisitions On November 5, 2019, the Company acquired Roadrunner Intermodal from Roadrunner Transportation Systems, Inc. Roadrunner Intermodal is a nationwide drayage provider, servicing major port and rail locations throughout the United States. The total cash purchase price was $54.7 million. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition. Approximately $0.3 million of transaction related costs were incurred in the acquisition. On April 22, 2019, the Company acquired Michael’s. Headquartered in Bridgeview, Illinois, Michael’s provides intermodal drayage services to customers primarily within a 300-mile radius of the Chicagoland area. The total cash purchase price was $21.6 million. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition. Approximately $0.4 million of transaction related costs were incurred in the acquisition. The Company accounted for the acquisitions in accordance with ASC 805, “ Business Combinations Michael's Roadrunner Intermodal Current assets $ 4,474 $ 16,002 Property and equipment 2,831 23,064 Goodwill 6,383 12,417 Intangible assets 9,000 14,000 Other assets - 3,599 Current liabilities (1,068 ) (8,936 ) Long-term liabilities - (2,439 ) Deferred tax liabilities, net - (3,039 ) $ 21,620 $ 54,668 The intangible assets represent the acquired company’s customer relationships and non-competition agreements. The acquired customer relationships are being amortized over a period of 11 years and the non-competition agreements are being amortized over a period of five years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets. We believe that each acquisition strategically enhances our service offerings in specific geographic regions, and we expect each of them to further diversify our customer base. The following unaudited pro forma results of operations present consolidated information of the Company as if the 2019 Acquisitions were acquired on January 1, 2019 (in thousands, except per share data): Pro Forma Twelve Month Ended December 31, 2019 Operating revenues $ 1,624,219 Income from operations $ 65,013 Net income $ 36,036 Earnings per common share: Basic $ 1.28 Diluted $ 1.28 The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired the 2019 Acquisitions on January 1, 2019. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis. For the year ended December 31, 2019, actual revenue and operating income of the 2019 acquired companies was $32.1 million and $0.1 million, respectively. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | (5) Marketable 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 10. The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands): 2021 2020 Fair value $ 8,031 $ 6,534 Cost basis 6,426 6,579 Unrealized gains (losses) $ 1,605 $ (45 ) The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands): 2021 2020 Gross unrealized gains $ 2,574 $ 1,627 Gross unrealized losses (969 ) (1,672 ) Net unrealized gains (losses) $ 1,605 $ (45 ) The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands): 2021 2020 2019 Realized gain (loss) Sale proceeds $ 117 $ 1,622 $ 1,596 Cost basis of securities sold 92 1,641 1,289 Realized gain (loss) $ 25 $ (19 ) $ 307 Realized gain (loss), net of taxes $ 19 $ (14 ) $ 230 During the years ended December 31, 2021 and 2020 , |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | ( 6 ) Accounts Receivable Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month, totaled $65.0 million and $49.6 million at December 31, 2021 and 2020, respectively. Accounts receivable are presented net of an allowance for doubtful accounts. Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands): 2021 2020 2019 Balance at beginning of year $ 5,140 $ 2,545 $ 1,772 Provision for doubtful accounts 6,315 5,165 3,133 Acquisition of businesses — — 350 Uncollectible accounts written off (3,614 ) (2,570 ) (2,710 ) Balance at end of year $ 7,841 $ 5,140 $ 2,545 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | ( 7 ) Property and equipment at December 31 consists of the following (in thousands): 2021 2020 Transportation equipment $ 340,079 $ 345,536 Land, buildings and related assets 179,870 152,827 Other operating assets 122,755 109,872 Information technology equipment 34,860 30,686 Construction in process 1,852 24,663 Total property and equipment 679,416 663,584 Less accumulated depreciation (333,833 ) (298,789 ) Total property and equipment, net $ 345,583 $ 364,795 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ( 8 ) Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands): 2021 2020 Accrued payroll $ 13,645 $ 11,536 Accrued payroll taxes 7,132 11,601 Driver escrow liabilities 3,754 4,045 Legal settlements and claims 9,350 3,700 Commissions, other taxes and other 9,746 8,706 Total $ 43,627 $ 39,588 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | ( 9 ) Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2021 2021 2020 Outstanding Debt: Credit and Security Agreement (1) Term Loan 1.60% $ 120,000 $ 131,250 Revolver 1.60% 163,257 151,326 Equipment Financing (2) 2.25% to 5.13% 103,298 129,870 Real Estate Financing (3) 1.95% to 2.35% 41,887 49,248 Margin Facility (4) 1.20% — — Unamortized debt issuance costs (1,094 ) (1,574 ) 427,348 460,120 Less current portion of long-term debt 61,160 59,713 Total long-term debt, net of current portion $ 366,188 $ 400,407 (9) (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 December 31, 2021, we were in compliance with all covenants under the facility, and $36.7 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 2.25% 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 December 31, 2021, 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 December 31, 2021, the maximum available borrowings under the line of credit were $4.3 million. The following table reflects the maturities of our principal repayment obligations as of December 31, 2021 (in thousands): Years Ending December 31 Term Revolver Equipment Financing Real Estate Financing Margin Facility Total 2022 $ 15,000 $ — $ 39,278 $ 7,361 $ — $ 61,639 2023 105,000 163,257 31,868 7,361 — 307,486 2024 — — 20,784 7,361 — 28,145 2025 — — 8,949 7,361 — 16,310 2026 — — 2,390 5,439 — 7,829 Thereafter — — 29 7,004 — 7,033 Total $ 120,000 $ 163,257 $ 103,298 $ 41,887 $ — $ 428,442 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 $10.8 million at December 31, 2021. 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 $0.8 million) and expires in May 2022. At December 31, 2021 and 2020, the fair value of the swap agreements was a liability of $0.2 million and $0.6 million, respectively. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 10, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | ( 10 ) ASC Topic 820, “ Fair Value Measurements and Disclosures, ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 10 $ — $ — $ 10 Marketable securities 8,031 — — 8,031 Total Assets $ 8,041 $ — $ — $ 8,041 Liabilities Interest rate swaps $ — $ 238 $ — $ 238 Total Liabilities $ — $ 238 $ — $ 238 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 9 $ — $ — $ 9 Marketable securities 6,534 — — 6,534 Total Assets $ 6,543 $ — $ — $ 6,543 Liabilities Interest rate swaps $ — $ 619 $ — $ 619 Total Liabilities $ — $ 619 $ — $ 619 (10) 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 reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk. Our revolving credit and term loan agreements and our real estate promissory notes all consists of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes with fixed rates, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2021 is summarized as follows: 2021 Carrying Value Estimated Fair Value Equipment promissory notes $ 103,298 $ 104,078 We have not elected the fair value option for any of our financial instruments. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | ( 11 ) Transactions with Affiliates In the ordinary course of business, affiliated companies that are owned by our controlling shareholder, Matthew T. Moroun, provide certain supplementary administrative support services to Universal, including legal, human resources, tax, IT infrastructure and other requested services. The cost of these services is based on the actual or estimated utilization of the specific service. Universal also purchases other services from companies owned or controlled by our controlling shareholder. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands): 2021 2020 2019 Administrative support services $ 4,215 $ 2,629 $ 4,085 Truck fuel, maintenance and other operating costs 3,887 826 895 Real estate rent and related costs 12,384 12,925 11,794 Insurance 65,076 47,133 53,050 Contracted transportation services 1,695 22 65 Total $ 87,257 $ 63,535 $ 69,889 We pay 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. We also lease 30 facilities from related parties. Our occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties provided by an affiliate that owns a substantial commercial property portfolio affords us significant operating flexibility. However, we are not limited to such arrangements. See Note 13, “Leases” for further information regarding the cost of leased properties. We purchase employee medical, workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company owned by our controlling shareholder. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery in insurance and claims, and other receivables. At December 31, 2021 and 2020, there were $20.4 million and $13.3 million, respectively, included in each of these accounts for insured claims with an affiliate. Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction-basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At December 31, 2021 and 2020, amounts due to affiliates were $17.8 million and $17.1 million, respectively. During 2021, we contracted with an affiliate to provide real property improvements for us totaling $956,000. During 2020, we contracted with an affiliate to provide real property improvements for us totaling $3.0 million and purchased wheels and tires from an affiliate totaling $618,000 during the same period. There were no such purchases made during 2019 . Services provided by Universal to Affiliates We periodically assist companies that are owned by our controlling shareholder by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to affiliated companies that are owned by our controlling shareholder for the years ended December 31 (in thousands): 2021 2020 2019 Purchased transportation and equipment rent $ 660 $ 947 $ 1,636 Total $ 660 $ 947 $ 1,636 At December 31, 2021 and 2020, amounts due from affiliates were $0.8 million and $1.2 million, respectively. (11) Transactions with Affiliates—continued During 2020, we exercised our right of first refusal to acquire 6,250 shares of restricted stock from a director, H. E. “Scott” Wolfe, for $137,800 based on the closing market price on the effective date of the transaction. We sold a vacant parcel of land to an affiliate for $2.5 million during 2019. The sales price was established by an independent third party appraisal. The Company’s basis in the land was $2.4 million, resulting in a gain of $0.1 million. In August 2019, our Board of Directors authorized the repurchase of up to 600,000 shares of our common stock through a “Dutch auction” tender offer. Subject to certain limitations and legal requirements, we could repurchase up to an additional 2% of our outstanding shares in the tender offer. Following expiration of the tender offer, we accepted 1,101,597 shares tendered through this offer for purchase at a final purchase price of $22.50 per share, for a total purchase price of approximately $24.8 million. The tender offer expired on September 13, 2019. The total amount of shares purchased in the tender offer included 600,000 shares tendered by a former director of the Company and 10,000 shares tendered by the Company’s Chief Financial Officer, Mr. Jude Beres. We used funds borrowed under our existing line of credit and from our available cash and cash equivalents to fund the purchase of the accepted shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operations U.S. Domestic $ 96,636 $ 63,416 $ 50,102 Foreign 1,945 494 84 Total pre-tax income $ 98,581 $ 63,910 $ 50,186 The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2021 2020 2019 Current: U.S. Federal $ 24,394 $ 14,446 $ 2,772 State 3,604 3,694 2,450 Foreign — 864 294 Total current 27,998 19,004 5,516 Deferred: U.S. Federal (4,231 ) (2,221 ) 6,392 State 984 (96 ) (440 ) Foreign 97 (909 ) 1,132 Total deferred (3,150 ) (3,226 ) 7,084 Total $ 24,848 $ 15,778 $ 12,600 On March 27, 2020, the CARES Act was signed into law that was aimed at providing emergency assistance for individuals, families, and businesses affected by COVID-19. Among other things, the CARES Act includes provisions allowing for the deferral of the employer portion of social security payments. The Company took advantage of this provision and deferred the cash payment of social security taxes. As of December 31, 2021 and 2020, the amount of deferred social security taxes was $5.1 million and $10.2 million, respectively, which is included in accrued payroll taxes. See Note 8 “Accrued Expenses and Other Current Liabilities” . The Company anticipates paying the December 31, 2021 balance of the deferred employer portion in 2022. (12) Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2021 2020 Domestic deferred tax assets: Allowance for doubtful accounts $ 1,720 $ 1,198 Other assets 1,851 1,583 Accrued expenses 11,818 6,336 Total domestic deferred tax assets $ 15,389 $ 9,117 Domestic deferred tax liabilities: Prepaid expenses $ 3,067 $ 885 Marketable securities 199 498 Intangible assets 24,159 19,363 Property and equipment 49,214 52,797 Total domestic deferred tax liabilities $ 76,639 $ 73,543 Net domestic deferred tax liabilities $ 61,250 $ 64,426 Foreign deferred tax assets Net operating losses $ 4,196 $ 4,447 Valuation allowance - foreign (2,136 ) (2,288 ) Total foreign deferred tax asset $ 2,060 $ 2,159 Net deferred tax liability $ 59,190 $ 62,267 In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets. We had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $2.0 million and $2.2 million as of December 31, 2021 and 2020, respectively. Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be fully realized and as such no valuation allowance has been provided. At December 31, 2021 and 2020, w e also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $2.2 million and $2.3 million, respectively. ( 12 ) Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2021 2020 2019 Federal statutory rate 21 % 21 % 21 % State, net of federal benefit 4 % 4 % 3 % Foreign 0 % 0 % 2 % Other 0 % 0 % -1 % Effective tax rate 25 % 25 % 25 % As of December 31, 2021, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.2 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2021, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of December 31, 2021, the amount for both accrued interest and penalties was zero. The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2021 2020 2019 Unrecognized tax benefit – beginning of year $ 272 $ 279 $ 331 Increases related to prior year tax positions — — 20 Increases related to current year tax positions 35 30 29 Decreases related to prior year tax positions (81 ) (37 ) (101 ) Unrecognized tax benefit – end of year $ 226 $ 272 $ 279 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (13) ASU 2016-02, Leases, requires 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 December 31, 2021, 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 December 31, 2021, 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 non-lease 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 . (13) Leases — continued The following table summarizes our lease costs for the years ended December 31, 2021 and 2020, and related information (in thousands): December 31, 2021 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,806 $ 22,953 $ 32,759 Short-term lease cost 56 9,970 10,026 Variable lease cost 827 2,779 3,606 Sublease income - (1,470 ) (1,470 ) Total lease cost $ 10,689 $ 34,232 $ 44,921 December 31, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 10,964 $ 23,022 $ 33,986 Short-term lease cost 541 5,721 6,262 Variable lease cost 854 2,915 3,769 Sublease income - (4,572 ) (4,572 ) Total lease cost $ 12,359 $ 27,086 $ 39,445 The following table summarizes other lease related information as of and for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,423 $ 22,249 $ 31,672 Right-of-use asset change due to lease termination $ - $ (1,045 ) $ (1,045 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 10,631 $ 26,086 $ 36,717 Future right-of-use asset change due to a lease signed with a future commencement date $ - $ 10,926 $ 10,926 Weighted-average remaining lease term (in years) 5.5 4.4 4.8 Weighted-average discount rate 6.5 % 5.1 % 5.6 % December 31, 2020 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 10,528 $ 22,252 $ 32,780 Right-of-use asset change due to lease termination $ - $ (2,092 ) $ (2,092 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,195 $ 17,247 $ 33,442 Weighted-average remaining lease term (in years) 6.1 5.0 5.4 Weighted-average discount rate 6.8 % 6.2 % 6.5 % (13) Future minimum lease payments under these operating leases as of December 31, 2021, are as follows (in thousands): With Affiliates With Third Parties Total 2022 $ 8,508 $ 21,146 $ 29,654 2023 8,275 18,754 27,029 2024 8,293 15,556 23,849 2025 6,730 13,268 19,998 2026 4,258 10,874 15,132 Thereafter 8,714 2,973 11,687 Total required lease payments $ 44,778 $ 82,571 $ 127,349 Less amounts representing interest (16,799 ) Present value of lease liabilities $ 110,550 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | (1 4 ) Retirement Plans We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal shareholders and include different matching provisions ranging from zero to $2,080 per participant annually depending on which subsidiary or affiliate is involved. The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $0.7 million in each of the years ended December 31, 2021, 2020 and 2019. In connection with a collective bargaining agreement that covered 12 Canadian employees at December 31, 2021, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2021 and 2020, the required contributions totaled approximately $32,000 and $38,000, respectively. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | (1 5 ) 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 September 9, 2021, the Company granted 2,355 shares of restricted stock to an employee of the Company. The restricted stock award has a fair value of $20.46 per share, based on the closing price of the Company’s stock on the grant date. The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with the Company. 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 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 2020, 2021, 2022 and 2023. (1 5 ) The vesting of restricted stock awards to a grantee may be accelerated under certain conditions, including retirement. A summary of the status of our non-vested shares as of December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 85,625 $ 19.90 Granted 2,355 $ 20.46 Vested (6,875 ) $ 23.56 Forfeited — $ — Balance at December 31, 2021 81,105 $ 19.60 The total grant date fair value of vested shares recognized as compensation cost was $0.2 million during each of the years ended December 31, 2021 and 2020, and $0.1 million for the year ended December 31, 2019. As of December 31, 2021, there was $1.6 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize stock-based compensation expense of $0.2 million in each year of 2022 and 2023, $0.4 million in 2024 and 2026, and $0.2 million in each 2027 and 2028. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 6 ) Commitments and Contingencies Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors. On March 17, 2021, the Company received a complaint from the National Labor Relations Board (the “NLRB”) based on charges alleged by the International Brotherhood of Teamsters against four of the Company’s operating subsidiaries. The charges stem from the Company’s decision to close underperforming operations in California in December 2019. In April 2021, the Company answered the complaint by denying it engaged in any unfair labor practices and maintaining that the Company closed the underperforming California terminal due to financial reasons. In October 2021, the Company received an adverse ruling requiring the Company to, among other things, reinstate the terminated drivers and compensate them for back pay. The Company is appealing the decision. The calculation of the amount owed to the drivers will take into consideration any offsetting earnings made by terminated individuals since their separation from the Company. The Company currently estimates the possible range of financial exposure in the matter to be between $4.3 million and $7.2 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of $5.8 million. While the outcome of these claims cannot be predicted with any certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, 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 December 31, 2021, approximately 37% of our employees in the United States, Canada and Colombia are subject to collective bargaining agreements that are renegotiated periodically, of which 10% are subject to contracts that expire in 2022. Of our employees in Mexico, 91% are subject to such collective bargaining agreements, and our contract expiring in 2022 is currently being negotiated. At December 31, 2021, our firm commitments to purchase equipment totaled $26.3 million. During the years ended December 31, 2019, the Company recorded $30.0 million for settlements of previously disclosed legal matters. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | (1 7 ) Earnings Per Share Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the years ended December 31, 2021, 2020 and 2019, there were 10,845, 2,990 and 910 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share. For the years ended December 31, 2021, 2020 and 2019, 65,000, 65,000 and 44,500 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | (1 8 ) Segment Reporting In December 2020, we changed the way we aggregate our business units and adopted a new segment reporting structure. As part of the new structure, we separated our previous transportation segment into three reportable segments: trucking, intermodal, and company-managed brokerage. In addition, we changed the name of our previous logistics segment to contract logistics. As a result, we now report our financial results in four distinct reportable segments: contract logistics, intermodal, trucking, and company-managed brokerage, which are based primarily on the services each segment provides Operations aggregated in our contract logistics segment deliver value-added and/or dedicated transportation services to support in-bound logistics to original equipment manufacturers (OEMs) and major retailers on a contractual basis, generally pursuant to terms of one year or longer. Our intermodal segment is associated with local and regional drayage moves predominately coordinated by company-managed terminals using a mix of owner-operators, company equipment and third-party capacity providers (broker carriers). Operations aggregated in our trucking segment are associated with individual freight shipments coordinated by our agents and company-managed terminals using a mix of owner-operators, company equipment and broker carriers. Our company-managed brokerage segment provides for the pick-up and delivery of individual freight shipments using broker carriers, coordinated by our company-managed operations. Other non-reportable segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries. Separate balance sheets are not prepared by segment, and we do not provide asset information by segment to the chief operating decision maker. The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2021, 2020 and 2019 (in thousands): Operating Revenues December 31, 2021 2020 2019 Contract logistics $ 627,220 $ 459,666 $ 515,185 Intermodal 473,059 393,633 390,299 Trucking 403,312 318,385 389,629 Company-managed brokerage 242,794 218,123 215,750 Other 4,595 1,276 1,135 Total operating revenues $ 1,750,980 $ 1,391,083 $ 1,511,998 Eliminated Inter-segment Revenues December 31, 2021 2020 2019 Contract logistics $ (530 ) $ (1,962 ) $ (835 ) Intermodal (6,949 ) (3,952 ) (1,028 ) Trucking (12,311 ) (7,605 ) (1,703 ) Company-managed brokerage (2,364 ) (2,042 ) (1,949 ) Total eliminated inter-segment revenues $ (22,154 ) $ (15,561 ) $ (5,515 ) (1 8 ) Segment Reporting—continued Income from Operations December 31, 2021 2020 2019 Contract logistics $ 44,809 $ 35,967 $ 48,376 Intermodal 30,379 30,353 39,196 Trucking 19,607 16,413 (21,485 ) Company-managed brokerage 7,122 (2,681 ) 1,833 Other 1,043 307 (2,540 ) Total income from operations $ 102,960 $ 80,359 $ 65,380 Depreciation and Amortization December 31, 2021 2020 2019 Contract logistics $ 33,504 $ 32,386 $ 33,670 Intermodal 26,074 30,457 32,025 Trucking 5,979 9,259 6,795 Company-managed brokerage 379 444 419 Other 1,601 1,595 1,856 Total depreciation and amortization $ 67,537 $ 74,141 $ 74,765 We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia. Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 1,720,619 $ 1,360,935 $ 1,480,637 Mexico 15,236 17,899 16,100 Canada 13,208 10,868 13,552 Colombia 1,917 1,381 1,709 Total $ 1,750,980 $ 1,391,083 $ 1,511,998 Net long-lived assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2021 2020 United States $ 416,868 $ 420,197 Mexico 32,700 40,442 Canada 114 183 Colombia 1,760 1,793 Total $ 451,442 $ 462,615 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | ( 19 ) Subsequent Events On February 10, 2022, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock, payable to shareholders of record at the close of business on March 7, 2022 and is expected to be paid on April 4, 2022. Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant. (19) Subsequent Event —continued On January 28, 2022, the Company was served with charges from the NLRB based on allegations of the International Brotherhood of Teamsters against the Company and four of its subsidiaries. The charges allege, among other things, that certain of the Company’s independent contractors in California should be classified as employees, rather than independent contractors. The Company anticipates answering the charges denying all charges and plans to defend the use of independent contractors in conducting its business. While the outcome of these claims cannot be predicted with any certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (b ) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. Our fiscal year consists of four quarters, each with thirteen weeks. COVID-19 In March of 2020, the World Health Organization declared the coronavirus outbreak (COVID-19) a pandemic. The Company remains committed to doing its part to protect its employees, customers, vendors and the general public from the spread of COVID-19. We will continue to adapt our operations as required to ensure safety while continuing to provide a high level of service to our customers. To mitigate the impact to our business, we implemented numerous cost reduction efforts beginning in the second quarter 2020 including furloughing a portion of the direct labor force, requiring employees to take unpaid time-off, restricting travel, reducing discretionary spending, and various other measures. Also during the second quarter 2020 we began taking advantage of the cash deferral programs available for payment of employer social security taxes and federal and state income taxes under the Coronavirus Aid, Relief, and Economic Security Act (“CARES” Act). The Company makes estimates and assumptions that affect reported amounts and disclosures included in its financial statements and accompanying notes and assesses certain accounting matters that require consideration of forecasted financial information. The Company's assumptions about future conditions important to these estimates and assumptions are subject to uncertainty, including the impacts of the COVID-19 pandemic. Although we estimate COVID-19 had the largest impact on our business during the second quarter 2020, we are unable to predict with any certainty the future impact COVID-19 may have on our operational and financial performance. The Company will continue to monitor these conditions in future periods as new information becomes available and will update its analyses accordingly. |
Use of Estimates | (c ) Use of Estimates The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the fair value of assets and liabilities acquired in business combinations; carrying amounts of property and equipment and intangible assets; marketable securities; valuation allowances for receivables; and liabilities related to insurance and claim costs. Actual results could differ from those estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents We consider all highly liquid investments, purchased with a maturity of three months or less, to be cash equivalents. Accounts at banks with an aggregate excess of the amount of checks issued over cash balances are included as accounts payable in current liabilities in the consolidated balance sheets, and changes in such accounts are reported as cash flows from operating activities in the consolidated statements of cash flows. At times cash held at banks may exceed FDIC insured limits. |
Marketable Securities | (e ) Marketable Securities Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2021 and 2020, the Company’s marketable securities, all of which are available-for-sale, consist of common and preferred stocks with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends are included in other non-operating income (expense). See Note 5 “Marketable Securities” for further information on our portfolio. |
Accounts Receivable | (f ) Accounts Receivable Accounts receivable are recorded at the net invoiced amount, net of an allowance for doubtful accounts, and do not bear interest. They include amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience and the aging of our outstanding accounts receivable. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates. |
Inventories | (g ) Inventories Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis. At December 31, inventory consists of the following (in thousands): 2021 2020 Finished goods $ 10,625 $ 6,893 Raw materials and supplies 3,479 1,383 Total $ 14,104 $ 8,276 |
Property and Equipment | (h ) Property and Equipment Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 The amounts recorded for depreciation expense were $53.6 million, $58.9 million, and $59.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles. |
Intangible Assets | (i) Intangible Assets Intangible assets subject to amortization consist of agent and customer relationships, customer contracts, tradenames, and non-competition agreements that have been acquired in business combinations. These assets are amortized either over the period of economic benefit or on a straight-line basis over the estimated useful lives of the related intangible asset. The estimated useful lives of these intangible assets range from three to nineteen years. The useful lives of acquired trademarks are indefinite and, therefore, not subject to amortization. Our identifiable intangible assets as of December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 81,198 $ 84,792 $ 165,990 $ 69,124 $ 96,866 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 2,731 1,269 Non-compete agreements 2,720 1,663 1,057 2,720 1,119 1,601 Indefinite Lived Intangibles: Trademarks 2,500 — 2,500 2,500 — 2,500 Total Identifiable Intangible Assets $ 195,810 $ 107,461 $ 88,349 $ 195,810 $ 93,574 $ 102,236 Estimated amortization expense by year is as follows (in thousands): 2022 $ 11,740 2023 11,339 2024 10,366 2025 9,714 2026 8,903 Thereafter 33,787 Total $ 85,849 The amounts recorded for amortization expense were $13.9 million, $15.2 million, and $15.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill | (j ) Goodwill Goodwill represents the excess purchase price over the fair value of assets acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “ Intangibles – Goodwill and Other Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): Balance as of January 1, 2020 $ 168,451 Purchase accounting adjustments 2,279 Balance as of December 31, 2020 170,730 Purchase accounting adjustments — Balance as of December 31, 2021 $ 170,730 During 2020, the Company made purchase accounting adjustments to the preliminary purchase price allocations of the Company’s April 22, 2019 acquisition of Michael’s Cartage, Inc. (“Michael’s”) and November 5, 2019 acquisition of Roadrunner Intermodal Services, LLC, Morgan Southern, Inc., Wando Trucking, LLC, and Central Cal Transportation, LLC (collectively, “Roadrunner Intermodal”). The adjustments resulted in increases of $2.3 million in goodwill and $1.3 million in intangible assets, as well as decreases of $3.3 million in property and equipment, $1.5 million in other assets, $2.3 million in current liabilities, and $0.2 million in deferred tax liabilities. During 2020, the Company also paid an additional $1.3 million in cash for post-closing adjustments related to the Roadrunner acquisition. There were no such adjustments made during 2021. At both December 31, 2021 and 2020, $56.3 million of goodwill was recorded in our contract logistics segment, $101.1 million in our intermodal segment, $9.8 million in our trucking segment and $3.5 million in our company-managed brokerage segment. |
Long-Lived Assets | (k ) Long-Lived Assets Long-lived assets, other than goodwill and indefinite lived intangibles such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by a long-lived asset or group to its carrying value. If the carrying value of the long-lived asset or group is deemed to not be recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and independent third-party appraisals. Changes in management’s judgment relating to salvage values and/ or estimated useful lives could result in greater or lesser annual depreciation expense or impairment charges in the future. Indefinite lived intangibles are tested for impairment annually by comparing the carrying value of the assets to their fair value. |
Contingent Consideration | (l ) Contingent Consideration Contingent consideration arrangements granted in connection with a business combination are evaluated to determine whether contingent consideration is, in substance, additional purchase price of an acquired enterprise or compensation for services, use of property or profit sharing. Additional purchase price is added to the fair value of consideration transferred in the business combination and compensation is included in operating expenses in the period it is incurred. Contingent consideration related to additional purchase price is measured to fair value at each reporting date until the contingency is resolved. None of the acquired companies in 2018 or 2019 had contingent consideration arrangements. |
Fair Value of Financial Instruments | ( m ) Fair Value of Financial Instruments For cash equivalents, accounts receivables, accounts payable, and accrued expenses, the carrying amounts are reasonable estimates of fair value as the assets are readily redeemable or short‑term in nature and the liabilities are short-term in nature. Marketable securities, consisting of equity securities, are carried at fair market value as determined by quoted market prices. Our revolving credit and term loan agreements consist of variable rate borrowings. The carrying value of these borrowings approximates fair value because the applicable interest rates are adjusted frequently based on short-term market rates. For our equipment promissory notes, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. See Note 10 “Fair Value Measurement and Disclosures” for further information. |
Deferred Compensation | ( n ) Deferred Compensation Deferred compensation relates to our bonus plans. Annual bonuses may be awarded to certain operating, sales and management personnel based on overall Company performance and achievement of specific employee or departmental objectives. Such bonuses are typically paid in annual installments over a five-year |
Closing Costs | (o ) Closing Costs Our customers may discontinue or alter their business activity in a location earlier than anticipated, prompting us to exit a customer-dedicated facility. We recognize exit costs associated with operations that close or are identified for closure as an accrued liability in the Consolidated Balance Sheets. Such charges include lease termination costs, employee termination charges, asset impairment charges, and other exit-related costs associated with a plan approved by management. If we close an operating facility before its lease expires, costs to terminate a lease are recognized when an early termination provision is exercised, or we record a liability for non-cancellable lease obligations based on the fair value of remaining lease payments, reduced by any existing or prospective sublease rentals. Employee termination costs are recognized in the period that the closure is communicated to affected employees. The recognition of exit and disposal charges requires us to make certain assumptions and estimates as to the amount and timing of such charges. Subsequently, adjustments are made for changes in estimates in the period in which the change becomes known. |
Revenue Recognition | (p ) Revenue Recognition 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. F or our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, revenue is recognized over time as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period. Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. We have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided. We are the primary obligor when rendering services and assume the corresponding credit risk with customers. We have discretion in setting sales prices and, as a result, our earnings may vary. In addition, we have discretion to choose and negotiate terms with our multiple suppliers for the services ordered by our customers. This includes owner-operators with whom we contract to deliver our transportation services. As such, revenue and the related purchased transportation and commissions are recognized on a gross basis. Fuel surcharges, where separately identifiable, of $96.9 million, $67.9 million and $89.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, are included in operating revenues. See Note 3, “ ,” |
Insurance & Claims | (q ) Insurance & Claims Insurance and claims expense represents charges for premiums and the accruals made for claims within our self-insured retention amounts. The accruals are primarily related to auto liability, general liability, cargo and equipment damage, and service failure claims. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience and for claims expected to exceed our policy limits. We may also make accruals for personal injury and property damage to third parties, and workers’ compensation claims if a claim exceeds our insurance coverage. Such accruals are based upon individual cases and estimates of ultimate losses, incurred but not reported losses, and losses arising from known claims ultimately settling in excess of insurance coverage using loss development factors based upon industry data and past experience. Since the reported accrual is an estimate, the ultimate liability may be materially different from the amount recorded. If adjustments to previously established accruals are required, such amounts are included in operating expenses in the current period. We maintain insurance with licensed insurance carriers. Legal expenses related to auto liability claims are covered under our insurance policy. We are responsible for all other legal expenses related to claims. In brokerage arrangements, our exposure to liability associated with accidents incurred by other third-party carriers, who haul freight on our behalf, is reduced by various factors including the extent to which the third party providers maintain their own insurance coverage. Our insurance expense varies primarily based upon the frequency and severity of our accident experience, insurance rates, coverage limits, and self-insured retention amounts. |
Stock Based Compensation | (r ) Stock Based Compensation We record compensation expense for the grant of stock based awards. Compensation expense is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period (generally the vesting period of the grant). See Note 15 “Stock Based Compensation” for further information. |
Income Taxes | (s ) Income Taxes Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We are no longer subject to U.S. federal income tax examinations by tax authorities for years before 2018. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2017 and 2016, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses. |
Foreign Currency Translation | (t ) Foreign Currency Translation The financial statements of the Company’s subsidiaries operating in Mexico, Canada and Colombia are prepared to conform to U.S. GAAP and translated into U.S. Dollars by applying a current exchange rate. The local currency has been determined to be the functional currency. Items appearing in the Consolidated Statements of Income are translated using average exchange rates during each period. Assets and liabilities of international operations are translated at period-end exchange rates. Translation gains and losses are reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. |
Concentrations of Credit Risk | ( u ) Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with high quality financial institutions. We perform ongoing credit evaluations of our customers and generally do not require collateral. Our customers are generally concentrated in the automotive, retail and consumer goods, wind energy, building materials, machinery and metals industries. During the fiscal years ended December 31, 2021, 2020 and 2019, aggregate sales in the automotive industry totaled 31%, 29% and 27% of revenue, respectively. In 2021, 2020 and 2019, General Motors accounted for approximately 13%, 14% and 12% of our total operating revenues, respectively. In 2021, 2020 and 2019, sales to our top 10 customers, including General Motors, totaled 38%, 38% and 39%, respectively. |
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 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. The Company is evaluating the new guidance but does not expect it to have a material impact on our consolidated financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | At December 31, inventory consists of the following (in thousands): 2021 2020 Finished goods $ 10,625 $ 6,893 Raw materials and supplies 3,479 1,383 Total $ 14,104 $ 8,276 |
Estimated Useful Lives of Assets | Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Description Life in Years Transportation equipment 3 - 15 Other operating assets 3 - 15 Information technology equipment 3 - 5 Buildings and related assets 10 - 39 |
Schedule of Identifiable Intangible Assets | Our identifiable intangible assets as of December 31, 2021 and 2020 are as follows (in thousands): 2021 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite Lived Intangibles: Agent and customer relationships $ 165,990 $ 81,198 $ 84,792 $ 165,990 $ 69,124 $ 96,866 Customer contracts 20,600 20,600 — 20,600 20,600 — Tradenames 4,000 4,000 — 4,000 2,731 1,269 Non-compete agreements 2,720 1,663 1,057 2,720 1,119 1,601 Indefinite Lived Intangibles: Trademarks 2,500 — 2,500 2,500 — 2,500 Total Identifiable Intangible Assets $ 195,810 $ 107,461 $ 88,349 $ 195,810 $ 93,574 $ 102,236 |
Estimated Amortization Expense by Year | Estimated amortization expense by year is as follows (in thousands): 2022 $ 11,740 2023 11,339 2024 10,366 2025 9,714 2026 8,903 Thereafter 33,787 Total $ 85,849 |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): Balance as of January 1, 2020 $ 168,451 Purchase accounting adjustments 2,279 Balance as of December 31, 2020 170,730 Purchase accounting adjustments — Balance as of December 31, 2021 $ 170,730 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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): December 31, 2021 December 31, 2020 Prepaid expenses and other - contract assets $ 2,023 $ 2,520 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Allocation of Purchase Price | Michael's Roadrunner Intermodal Current assets $ 4,474 $ 16,002 Property and equipment 2,831 23,064 Goodwill 6,383 12,417 Intangible assets 9,000 14,000 Other assets - 3,599 Current liabilities (1,068 ) (8,936 ) Long-term liabilities - (2,439 ) Deferred tax liabilities, net - (3,039 ) $ 21,620 $ 54,668 |
Summary of Unaudited Pro Forma Results of Operations | Pro Forma Twelve Month Ended December 31, 2019 Operating revenues $ 1,624,219 Income from operations $ 65,013 Net income $ 36,036 Earnings per common share: Basic $ 1.28 Diluted $ 1.28 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities | The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands): 2021 2020 Fair value $ 8,031 $ 6,534 Cost basis 6,426 6,579 Unrealized gains (losses) $ 1,605 $ (45 ) |
Schedule of Gross Unrealized Gains and Losses on Marketable Securities | The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands): 2021 2020 Gross unrealized gains $ 2,574 $ 1,627 Gross unrealized losses (969 ) (1,672 ) Net unrealized gains (losses) $ 1,605 $ (45 ) |
Summary of Net Realized Gains (Losses) on Marketable Equity Securities | The following table shows the Company’s net realized gains (losses) on marketable equity securities (in thousands): 2021 2020 2019 Realized gain (loss) Sale proceeds $ 117 $ 1,622 $ 1,596 Cost basis of securities sold 92 1,641 1,289 Realized gain (loss) $ 25 $ (19 ) $ 307 Realized gain (loss), net of taxes $ 19 $ (14 ) $ 230 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands): 2021 2020 2019 Balance at beginning of year $ 5,140 $ 2,545 $ 1,772 Provision for doubtful accounts 6,315 5,165 3,133 Acquisition of businesses — — 350 Uncollectible accounts written off (3,614 ) (2,570 ) (2,710 ) Balance at end of year $ 7,841 $ 5,140 $ 2,545 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 consists of the following (in thousands): 2021 2020 Transportation equipment $ 340,079 $ 345,536 Land, buildings and related assets 179,870 152,827 Other operating assets 122,755 109,872 Information technology equipment 34,860 30,686 Construction in process 1,852 24,663 Total property and equipment 679,416 663,584 Less accumulated depreciation (333,833 ) (298,789 ) Total property and equipment, net $ 345,583 $ 364,795 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following items at December 31 (in thousands): 2021 2020 Accrued payroll $ 13,645 $ 11,536 Accrued payroll taxes 7,132 11,601 Driver escrow liabilities 3,754 4,045 Legal settlements and claims 9,350 3,700 Commissions, other taxes and other 9,746 8,706 Total $ 43,627 $ 39,588 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Details of Debt | Debt is comprised of the following (in thousands): Interest Rates at December 31, December 31, 2021 2021 2020 Outstanding Debt: Credit and Security Agreement (1) Term Loan 1.60% $ 120,000 $ 131,250 Revolver 1.60% 163,257 151,326 Equipment Financing (2) 2.25% to 5.13% 103,298 129,870 Real Estate Financing (3) 1.95% to 2.35% 41,887 49,248 Margin Facility (4) 1.20% — — Unamortized debt issuance costs (1,094 ) (1,574 ) 427,348 460,120 Less current portion of long-term debt 61,160 59,713 Total long-term debt, net of current portion $ 366,188 $ 400,407 (9) (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 December 31, 2021, we were in compliance with all covenants under the facility, and $36.7 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 2.25% 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 December 31, 2021, 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 December 31, 2021, the maximum available borrowings under the line of credit were $4.3 million. |
Summary of Maturities of Principal Repayment Obligations | The following table reflects the maturities of our principal repayment obligations as of December 31, 2021 (in thousands): Years Ending December 31 Term Revolver Equipment Financing Real Estate Financing Margin Facility Total 2022 $ 15,000 $ — $ 39,278 $ 7,361 $ — $ 61,639 2023 105,000 163,257 31,868 7,361 — 307,486 2024 — — 20,784 7,361 — 28,145 2025 — — 8,949 7,361 — 16,310 2026 — — 2,390 5,439 — 7,829 Thereafter — — 29 7,004 — 7,033 Total $ 120,000 $ 163,257 $ 103,298 $ 41,887 $ — $ 428,442 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 10 $ — $ — $ 10 Marketable securities 8,031 — — 8,031 Total Assets $ 8,041 $ — $ — $ 8,041 Liabilities Interest rate swaps $ — $ 238 $ — $ 238 Total Liabilities $ — $ 238 $ — $ 238 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Measurement Assets Cash equivalents $ 9 $ — $ — $ 9 Marketable securities 6,534 — — 6,534 Total Assets $ 6,543 $ — $ — $ 6,543 Liabilities Interest rate swaps $ — $ 619 $ — $ 619 Total Liabilities $ — $ 619 $ — $ 619 |
Summary of Carrying Values and Estimated Fair Values of Promissory Notes | The carrying values and estimated fair values of these promissory notes at December 31, 2021 is summarized as follows: 2021 Carrying Value Estimated Fair Value Equipment promissory notes $ 103,298 $ 104,078 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Charged to UTSI | Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands): 2021 2020 2019 Administrative support services $ 4,215 $ 2,629 $ 4,085 Truck fuel, maintenance and other operating costs 3,887 826 895 Real estate rent and related costs 12,384 12,925 11,794 Insurance 65,076 47,133 53,050 Contracted transportation services 1,695 22 65 Total $ 87,257 $ 63,535 $ 69,889 |
Schedule of Services Provided to Affiliates | Following is a schedule of services provided to affiliated companies that are owned by our controlling shareholder for the years ended December 31 (in thousands): 2021 2020 2019 Purchased transportation and equipment rent $ 660 $ 947 $ 1,636 Total $ 660 $ 947 $ 1,636 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Related to U.S. and Non-U.S. Operations | A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operations U.S. Domestic $ 96,636 $ 63,416 $ 50,102 Foreign 1,945 494 84 Total pre-tax income $ 98,581 $ 63,910 $ 50,186 |
Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations | The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands): 2021 2020 2019 Current: U.S. Federal $ 24,394 $ 14,446 $ 2,772 State 3,604 3,694 2,450 Foreign — 864 294 Total current 27,998 19,004 5,516 Deferred: U.S. Federal (4,231 ) (2,221 ) 6,392 State 984 (96 ) (440 ) Foreign 97 (909 ) 1,132 Total deferred (3,150 ) (3,226 ) 7,084 Total $ 24,848 $ 15,778 $ 12,600 |
Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31 consist of the following (in thousands): 2021 2020 Domestic deferred tax assets: Allowance for doubtful accounts $ 1,720 $ 1,198 Other assets 1,851 1,583 Accrued expenses 11,818 6,336 Total domestic deferred tax assets $ 15,389 $ 9,117 Domestic deferred tax liabilities: Prepaid expenses $ 3,067 $ 885 Marketable securities 199 498 Intangible assets 24,159 19,363 Property and equipment 49,214 52,797 Total domestic deferred tax liabilities $ 76,639 $ 73,543 Net domestic deferred tax liabilities $ 61,250 $ 64,426 Foreign deferred tax assets Net operating losses $ 4,196 $ 4,447 Valuation allowance - foreign (2,136 ) (2,288 ) Total foreign deferred tax asset $ 2,060 $ 2,159 Net deferred tax liability $ 59,190 $ 62,267 |
Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates | Income tax expense attributable to income from continuing operations differs from the statutory rates as follows: 2021 2020 2019 Federal statutory rate 21 % 21 % 21 % State, net of federal benefit 4 % 4 % 3 % Foreign 0 % 0 % 2 % Other 0 % 0 % -1 % Effective tax rate 25 % 25 % 25 % |
Changes in Company's Gross Unrecognized Tax Benefits | The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands): 2021 2020 2019 Unrecognized tax benefit – beginning of year $ 272 $ 279 $ 331 Increases related to prior year tax positions — — 20 Increases related to current year tax positions 35 30 29 Decreases related to prior year tax positions (81 ) (37 ) (101 ) Unrecognized tax benefit – end of year $ 226 $ 272 $ 279 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Costs | The following table summarizes our lease costs for the years ended December 31, 2021 and 2020, and related information (in thousands): December 31, 2021 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 9,806 $ 22,953 $ 32,759 Short-term lease cost 56 9,970 10,026 Variable lease cost 827 2,779 3,606 Sublease income - (1,470 ) (1,470 ) Total lease cost $ 10,689 $ 34,232 $ 44,921 December 31, 2020 With Affiliates With Third Parties Total Lease cost Operating lease cost $ 10,964 $ 23,022 $ 33,986 Short-term lease cost 541 5,721 6,262 Variable lease cost 854 2,915 3,769 Sublease income - (4,572 ) (4,572 ) Total lease cost $ 12,359 $ 27,086 $ 39,445 |
Summary of Other Lease Related Information | The following table summarizes other lease related information as of and for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 9,423 $ 22,249 $ 31,672 Right-of-use asset change due to lease termination $ - $ (1,045 ) $ (1,045 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 10,631 $ 26,086 $ 36,717 Future right-of-use asset change due to a lease signed with a future commencement date $ - $ 10,926 $ 10,926 Weighted-average remaining lease term (in years) 5.5 4.4 4.8 Weighted-average discount rate 6.5 % 5.1 % 5.6 % December 31, 2020 With Affiliates With Third Parties Total Other information Cash paid for amounts included in the measurement of operating leases $ 10,528 $ 22,252 $ 32,780 Right-of-use asset change due to lease termination $ - $ (2,092 ) $ (2,092 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 16,195 $ 17,247 $ 33,442 Weighted-average remaining lease term (in years) 6.1 5.0 5.4 Weighted-average discount rate 6.8 % 6.2 % 6.5 % |
Schedule of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under these operating leases as of December 31, 2021, are as follows (in thousands): With Affiliates With Third Parties Total 2022 $ 8,508 $ 21,146 $ 29,654 2023 8,275 18,754 27,029 2024 8,293 15,556 23,849 2025 6,730 13,268 19,998 2026 4,258 10,874 15,132 Thereafter 8,714 2,973 11,687 Total required lease payments $ 44,778 $ 82,571 $ 127,349 Less amounts representing interest (16,799 ) Present value of lease liabilities $ 110,550 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Status of Nonvested Shares | A summary of the status of our non-vested shares as of December 31, 2021, and changes during the year ended December 31, 2021, is presented below: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 85,625 $ 19.90 Granted 2,355 $ 20.46 Vested (6,875 ) $ 23.56 Forfeited — $ — Balance at December 31, 2021 81,105 $ 19.60 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Company's Reportable Segment Information | The following tables summarize information about our reportable segments for the fiscal years ended December 31, 2021, 2020 and 2019 (in thousands): Operating Revenues December 31, 2021 2020 2019 Contract logistics $ 627,220 $ 459,666 $ 515,185 Intermodal 473,059 393,633 390,299 Trucking 403,312 318,385 389,629 Company-managed brokerage 242,794 218,123 215,750 Other 4,595 1,276 1,135 Total operating revenues $ 1,750,980 $ 1,391,083 $ 1,511,998 Eliminated Inter-segment Revenues December 31, 2021 2020 2019 Contract logistics $ (530 ) $ (1,962 ) $ (835 ) Intermodal (6,949 ) (3,952 ) (1,028 ) Trucking (12,311 ) (7,605 ) (1,703 ) Company-managed brokerage (2,364 ) (2,042 ) (1,949 ) Total eliminated inter-segment revenues $ (22,154 ) $ (15,561 ) $ (5,515 ) Income from Operations December 31, 2021 2020 2019 Contract logistics $ 44,809 $ 35,967 $ 48,376 Intermodal 30,379 30,353 39,196 Trucking 19,607 16,413 (21,485 ) Company-managed brokerage 7,122 (2,681 ) 1,833 Other 1,043 307 (2,540 ) Total income from operations $ 102,960 $ 80,359 $ 65,380 Depreciation and Amortization December 31, 2021 2020 2019 Contract logistics $ 33,504 $ 32,386 $ 33,670 Intermodal 26,074 30,457 32,025 Trucking 5,979 9,259 6,795 Company-managed brokerage 379 444 419 Other 1,601 1,595 1,856 Total depreciation and amortization $ 67,537 $ 74,141 $ 74,765 |
Revenues Attributed to Geographic Areas | Revenues attributed to geographic areas are as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 1,720,619 $ 1,360,935 $ 1,480,637 Mexico 15,236 17,899 16,100 Canada 13,208 10,868 13,552 Colombia 1,917 1,381 1,709 Total $ 1,750,980 $ 1,391,083 $ 1,511,998 |
Net Long-Lived Assets by Geographic Areas | Net long-lived assets by geographic area are presented in the table below (in thousands): Year Ended December 31, 2021 2020 United States $ 416,868 $ 420,197 Mexico 32,700 40,442 Canada 114 183 Colombia 1,760 1,793 Total $ 451,442 $ 462,615 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Finished goods | $ 10,625 | $ 6,893 |
Raw materials and supplies | 3,479 | 1,383 |
Total | $ 14,104 | $ 8,276 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Transportation Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Transportation Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Other Operating Assets [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Other Operating Assets [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 15 years |
Information Technology Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Information Technology Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Buildings and Related Assets [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Buildings and Related Assets [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful life | 39 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | ||||
Depreciation expense | $ 53,600,000 | $ 58,900,000 | $ 59,000,000 | |
Amounts recorded for amortization expense | 13,900,000 | 15,200,000 | 15,700,000 | |
Goodwill impairment loss recognized | $ 0 | |||
Increase in goodwill | 2,279,000 | |||
Goodwill | $ 170,730,000 | 170,730,000 | 168,451,000 | |
Deferred compensation bonus annual installments | 5 years | |||
Fuel surcharges | $ 96,900,000 | $ 67,900,000 | $ 89,600,000 | |
Automotive Industry [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 31.00% | 29.00% | 27.00% | |
General Motors [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 13.00% | 14.00% | 12.00% | |
Top Ten Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Accounting Policies [Line Items] | ||||
Percentage of revenues from major customers | 38.00% | 38.00% | 39.00% | |
Contract Logistics [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | $ 56,300,000 | $ 56,300,000 | ||
Intermodal [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | 101,100,000 | 101,100,000 | ||
Trucking [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | 9,800,000 | 9,800,000 | ||
Company-managed Brokerage [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | $ 3,500,000 | 3,500,000 | ||
Michael's Cartage, Inc. and Roadrunner Intermodal Services, LLC and Morgan Southern, Inc. and Wando Trucking, LLC and Central Cal Transportation, LLC [Member] | ||||
Accounting Policies [Line Items] | ||||
Increase in goodwill | 2,300,000 | |||
Increase (decrease) in intangible assets | 1,300,000 | |||
Decrease in property and equipment | 3,300,000 | |||
Decrease in other assets | 1,500,000 | |||
Increase (decrease) in current liabilities | (2,300,000) | |||
Increase (decrease) in deferred tax liabilities | (200,000) | |||
Roadrunner Intermodal [Member] | ||||
Accounting Policies [Line Items] | ||||
Cash paid | $ 1,300,000 | |||
Minimum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Accounting Policies [Line Items] | ||||
Estimated useful lives | 19 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ 107,461 | $ 93,574 |
Intangible assets, net | 85,849 | |
Total identifiable intangible assets gross | 195,810 | 195,810 |
Total identifiable intangible assets, net | 88,349 | 102,236 |
Trademarks [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets excluding goodwill | 2,500 | 2,500 |
Agent and Customer Relationships [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 165,990 | 165,990 |
Intangible assets, accumulated amortization | 81,198 | 69,124 |
Intangible assets, net | 84,792 | 96,866 |
Customer Contracts [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 20,600 | 20,600 |
Intangible assets, accumulated amortization | 20,600 | 20,600 |
Tradenames [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 4,000 | 4,000 |
Intangible assets, accumulated amortization | 4,000 | 2,731 |
Intangible assets, net | 1,269 | |
Non-compete Agreements [Member] | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets gross | 2,720 | 2,720 |
Intangible assets, accumulated amortization | 1,663 | 1,119 |
Intangible assets, net | $ 1,057 | $ 1,601 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
2022 | $ 11,740 |
2023 | 11,339 |
2024 | 10,366 |
2025 | 9,714 |
2026 | 8,903 |
Thereafter | 33,787 |
Intangible assets, net | $ 85,849 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | $ 168,451 |
Purchase accounting adjustments | 2,279 |
Ending Balance | $ 170,730 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) - ASU 2020-04 [Member] | Dec. 31, 2021 |
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) | 12 Months Ended |
Dec. 31, 2021 | |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Current Assets [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Prepaid expenses and other - contract assets | $ 2,023 | $ 2,520 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 05, 2019 | Apr. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Total cash purchase price | $ 1,295 | $ 75,963 | |||
Operating income of the acquired companies | 32,100 | ||||
Actual revenue of the acquired companies | $ 100 | ||||
Roadrunner Intermodal [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Nov. 5, 2019 | ||||
Total cash purchase price | $ 54,700 | ||||
Transaction related costs incurred in acquisition | $ 300 | ||||
Michaels [Member] | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Apr. 22, 2019 | ||||
Total cash purchase price | $ 21,600 | ||||
Transaction related costs incurred in acquisition | $ 400 | ||||
Roadrunner Intermodal [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 11 years | ||||
Roadrunner Intermodal [Member] | Non-compete Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets amortization period | 5 years |
Acquisitions - Summary of Alloc
Acquisitions - Summary of Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 170,730 | $ 170,730 | $ 168,451 |
Michaels [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 4,474 | ||
Property and equipment | 2,831 | ||
Goodwill | 6,383 | ||
Intangible assets | 9,000 | ||
Current liabilities | (1,068) | ||
Total purchase price | $ 21,620 | ||
Roadrunner Intermodal [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 16,002 | ||
Property and equipment | 23,064 | ||
Goodwill | 12,417 | ||
Intangible assets | 14,000 | ||
Other assets | 3,599 | ||
Current liabilities | (8,936) | ||
Long-term liabilities | (2,439) | ||
Deferred tax liabilities, net | (3,039) | ||
Total purchase price | $ 54,668 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Operating revenues | $ 1,624,219 |
Income from operations | 65,013 |
Net income | $ 36,036 |
Earnings per common share: | |
Basic | $ / shares | $ 1.28 |
Diluted | $ / shares | $ 1.28 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Fair value | $ 8,031 | $ 6,534 |
Cost basis | 6,426 | 6,579 |
Unrealized gains (losses) | $ 1,605 | $ (45) |
Marketable Securities - Sched_2
Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments Debt And Equity Securities [Abstract] | ||
Gross unrealized gains | $ 2,574 | $ 1,627 |
Gross unrealized losses | (969) | (1,672) |
Net unrealized gains (losses) | $ 1,605 | $ (45) |
Marketable Securities - Summary
Marketable Securities - Summary of Net Realized Gains (Losses) on Marketable Equity Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Realized gain (loss) | |||
Sale proceeds | $ 117 | $ 1,622 | $ 1,596 |
Cost basis of securities sold | 92 | 1,641 | 1,289 |
Realized gain (loss) | 25 | (19) | 307 |
Realized gain (loss), net of taxes | $ 19 | $ (14) | $ 230 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Nonoperating Income (Expense) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Net unrealized pre-tax gain (loss) in market value | $ 1,475,000 | $ (1,555,000) |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | ||
Total unbilled receivables | $ 65 | $ 49.6 |
Unbilled receivables billing period | 1 month |
Accounts Receivable - Summary o
Accounts Receivable - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 5,140 | $ 2,545 | $ 1,772 |
Provision for doubtful accounts | 6,315 | 5,165 | 3,133 |
Acquisition of businesses | 350 | ||
Uncollectible accounts written off | (3,614) | (2,570) | (2,710) |
Balance at end of year | $ 7,841 | $ 5,140 | $ 2,545 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 679,416 | $ 663,584 |
Less accumulated depreciation | (333,833) | (298,789) |
Total property and equipment, net | 345,583 | 364,795 |
Transportation equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 340,079 | 345,536 |
Land, Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 179,870 | 152,827 |
Other operating assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 122,755 | 109,872 |
Information technology equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 34,860 | 30,686 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,852 | $ 24,663 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued payroll | $ 13,645 | $ 11,536 |
Accrued payroll taxes | 7,132 | 11,601 |
Driver escrow liabilities | 3,754 | 4,045 |
Legal settlements and claims | 9,350 | 3,700 |
Commissions, other taxes and other | 9,746 | 8,706 |
Total | $ 43,627 | $ 39,588 |
Debt - Details of Debt (Detail)
Debt - Details of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding Debt: | |||
Outstanding Debt | $ 428,442 | ||
Unamortized debt issuance costs | (1,094) | $ (1,574) | |
Outstanding Debt | 427,348 | 460,120 | |
Current portion of long-term debt | 61,160 | 59,713 | |
Long-term debt, net of current portion | 366,188 | 400,407 | |
Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | 120,000 | ||
Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | 163,257 | ||
Credit and Security Agreement [Member] | Term Loan [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 120,000 | 131,250 |
Credit facility, Interest Rates | [1] | 1.60% | |
Credit and Security Agreement [Member] | Revolver [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [1] | $ 163,257 | 151,326 |
Credit facility, Interest Rates | [1] | 1.60% | |
Equipment Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [2] | $ 103,298 | 129,870 |
Equipment Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 2.25% | |
Equipment Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [2] | 5.13% | |
Real Estate Financing [Member] | |||
Outstanding Debt: | |||
Outstanding Debt | [3] | $ 41,887 | $ 49,248 |
Real Estate Financing [Member] | Minimum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 1.95% | |
Real Estate Financing [Member] | Maximum [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [3] | 2.35% | |
Margin Facility [Member] | |||
Outstanding Debt: | |||
Credit facility, Interest Rates | [4] | 1.20% | |
[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 December 31, 2021, we were in compliance with all covenants under the facility, and $36.7 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 2.25% 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 December 31, 2021, 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 December 31, 2021, the maximum available borrowings under the line of credit were $4.3 million. |
Debt - Details of Debt (Parenth
Debt - Details of Debt (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)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 | 36,700,000 | |
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 | 2.25% | [1] |
Equipment Financing [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility, Interest Rates | 5.13% | [1] |
Real Estate Financing [Member] | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument payable number of monthly installments | Installment | 120 | |
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% | |
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 | $ 4,300,000 | |
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 2.25% to 5.13%. |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Principal Repayment Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Maturities [Line Items] | |||
2022 | $ 61,639 | ||
2023 | 307,486 | ||
2024 | 28,145 | ||
2025 | 16,310 | ||
2026 | 7,829 | ||
Thereafter | 7,033 | ||
Total | 428,442 | ||
Equipment Financing [Member] | |||
Debt Maturities [Line Items] | |||
2022 | 39,278 | ||
2023 | 31,868 | ||
2024 | 20,784 | ||
2025 | 8,949 | ||
2026 | 2,390 | ||
Thereafter | 29 | ||
Total | [1] | 103,298 | $ 129,870 |
Real Estate Financing [Member] | |||
Debt Maturities [Line Items] | |||
2022 | 7,361 | ||
2023 | 7,361 | ||
2024 | 7,361 | ||
2025 | 7,361 | ||
2026 | 5,439 | ||
Thereafter | 7,004 | ||
Total | [2] | 41,887 | $ 49,248 |
Revolver [Member] | |||
Debt Maturities [Line Items] | |||
2023 | 163,257 | ||
Total | 163,257 | ||
Term Loan [Member] | |||
Debt Maturities [Line Items] | |||
2022 | 15,000 | ||
2023 | 105,000 | ||
Total | $ 120,000 | ||
[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 2.25% to 5.13%. | ||
[2] | 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 December 31, 2021, we were in compliance with all covenants. |
Debt - Additional Information (
Debt - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2021USD ($)Agreement | Dec. 31, 2020USD ($) | |
Line of Credit Facility [Line Items] | ||
Number of swap agreements | Agreement | 2 | |
Notional amount | $ 10,800,000 | |
Description of variable rate basis | LIBOR rate plus 2.25% | |
LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Derivative variable rate | 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 | $ 800,000 | |
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 | $ 200,000 | $ 600,000 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Marketable securities | $ 8,031 | $ 6,534 |
Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Cash equivalents | 10 | 9 |
Marketable securities | 8,031 | 6,534 |
Total Assets | 8,041 | 6,543 |
Liabilities | ||
Interest rate swaps | 238 | 619 |
Total Liabilities | 238 | 619 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets | ||
Cash equivalents | 10 | 9 |
Marketable securities | 8,031 | 6,534 |
Total Assets | 8,041 | 6,543 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Liabilities | ||
Interest rate swaps | 238 | 619 |
Total Liabilities | $ 238 | $ 619 |
Fair Value Measurement and Disc
Fair Value Measurement and Disclosures - Summary of Carrying Values and Estimated Fair Values of Promissory Notes (Detail) - Equipment Promissory Notes [Member] | Dec. 31, 2021USD ($) |
Carrying Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 103,298 |
Estimated Fair Value [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt instrument | $ 104,078 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Amounts Charged to UTSI (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 87,257 | $ 63,535 | $ 69,889 |
Administrative support services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 4,215 | 2,629 | 4,085 |
Truck fuel, maintenance and other operating costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 3,887 | 826 | 895 |
Real estate rent and related costs [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 12,384 | 12,925 | 11,794 |
Insurance [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | 65,076 | 47,133 | 53,050 |
Contracted transportation services [Member] | |||
Related Party Transaction [Line Items] | |||
Cost incurred for services provided by CenTra and affiliates | $ 1,695 | $ 22 | $ 65 |
Transactions with Affiliates _2
Transactions with Affiliates - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)Facility | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Number of lease facilities from related parties occupied on monthly or contractual basis | Facility | 30 | |||
Insurance, claims and other receivables | $ 20,400,000 | $ 13,300,000 | ||
Due to affiliates | 17,839,000 | 17,093,000 | ||
Due from affiliates | 807,000 | 1,224,000 | ||
Proceeds from the sale of property and equipment | 5,605,000 | 4,189,000 | $ 11,152,000 | |
Land value | 345,583,000 | $ 364,795,000 | ||
Tender offer expire date | Sep. 13, 2019 | |||
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of additional repurchase on outstanding shares | 2.00% | |||
Common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 1,101,597 | |||
Tender offer final purchase price, per share | $ / shares | $ 22.50 | |||
Tender offer, total purchase price | $ 24,800,000 | |||
Common stock [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares available for authorized to repurchase | shares | 600,000 | |||
Director, H. E. "Scott" Wolfe [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares of restricted stock, exercised right of first refusal to acquire | shares | 6,250 | |||
Value of restricted stock, exercised right of first refusal to acquire | $ 137,800 | |||
Former Director [Member] | Common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 600,000 | |||
Mr. Jude Beres, Chief Financial Officer [Member] | Common stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares accepted by company under tender offer, shares | shares | 10,000 | |||
Affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of purchase from an affiliate | 618,000 | 0 | ||
Affiliates [Member] | Real Property Improvements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of purchase from an affiliate | $ 956,000 | $ 3,000,000 | ||
Affiliates [Member] | Land [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from the sale of property and equipment | 2,500,000 | |||
Land value | 2,400,000 | |||
Gain on sale of land | $ 100,000 |
Transactions with Affiliates _3
Transactions with Affiliates - Schedule of Services Provided to Affiliates (Detail) - Affiliates [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 660 | $ 947 | $ 1,636 |
Purchased Transportation And Equipment Rent [Member] | |||
Related Party Transaction [Line Items] | |||
Services provided to affiliates | $ 660 | $ 947 | $ 1,636 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Related to U.S. and Non-U.S. Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 98,581 | $ 63,910 | $ 50,186 |
U.S. Domestic [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | 96,636 | 63,416 | 50,102 |
Foreign [Member] | |||
Income (Loss) Before Income Taxes [Line Items] | |||
Income (loss) before provision for income taxes | $ 1,945 | $ 494 | $ 84 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. Federal | $ 24,394 | $ 14,446 | $ 2,772 |
State | 3,604 | 3,694 | 2,450 |
Foreign | 864 | 294 | |
Total current | 27,998 | 19,004 | 5,516 |
Deferred: | |||
U.S. Federal | (4,231) | (2,221) | 6,392 |
State | 984 | (96) | (440) |
Foreign | 97 | (909) | 1,132 |
Total deferred | (3,150) | (3,226) | 7,084 |
Total | $ 24,848 | $ 15,778 | $ 12,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||||
Deferred social security taxes | $ 5,100 | $ 10,200 | ||
Unrecognized tax benefit in certain tax positions | 226 | 272 | $ 279 | $ 331 |
Accrued interest | 0 | |||
Accrued penalties | 0 | |||
Foreign [Member] | Mexican Subsidiary [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 2,000 | 2,200 | ||
Operating loss carryforwards expire year | 2030 | |||
Foreign [Member] | Canadian And German Subsidiaries [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforward with tax effect | $ 2,200 | $ 2,300 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Domestic deferred tax liabilities: | ||
Net deferred tax liability | $ 59,190 | $ 62,267 |
U.S. Domestic [Member] | ||
Domestic deferred tax assets: | ||
Allowance for doubtful accounts | 1,720 | 1,198 |
Other assets | 1,851 | 1,583 |
Accrued expenses | 11,818 | 6,336 |
Deferred tax assets | 15,389 | 9,117 |
Domestic deferred tax liabilities: | ||
Prepaid expenses | 3,067 | 885 |
Marketable securities | 199 | 498 |
Intangible assets | 24,159 | 19,363 |
Property and equipment | 49,214 | 52,797 |
Deferred tax liabilities | 76,639 | 73,543 |
Net deferred tax liability | 61,250 | 64,426 |
Foreign [Member] | ||
Domestic deferred tax assets: | ||
Net operating losses | 4,196 | 4,447 |
Valuation allowance - foreign | (2,136) | (2,288) |
Deferred tax assets | $ 2,060 | $ 2,159 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State, net of federal benefit | 4.00% | 4.00% | 3.00% |
Foreign | 0.00% | 0.00% | 2.00% |
Other | 0.00% | 0.00% | (1.00%) |
Effective tax rate | 25.00% | 25.00% | 25.00% |
Income Taxes - Changes in Compa
Income Taxes - Changes in Company's Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit – beginning of year | $ 272 | $ 279 | $ 331 |
Increases related to prior year tax positions | 20 | ||
Increases related to current year tax positions | 35 | 30 | 29 |
Decreases related to prior year tax positions | (81) | (37) | (101) |
Unrecognized tax benefit – end of year | $ 226 | $ 272 | $ 279 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | ||
Operating lease cost | $ 32,759 | $ 33,986 |
Short-term lease cost | 10,026 | 6,262 |
Variable lease cost | 3,606 | 3,769 |
Sublease income | (1,470) | (4,572) |
Total lease cost | 44,921 | 39,445 |
Affiliated Entity | ||
Lease cost | ||
Operating lease cost | 9,806 | 10,964 |
Short-term lease cost | 56 | 541 |
Variable lease cost | 827 | 854 |
Total lease cost | 10,689 | 12,359 |
With Third Parties [Member] | ||
Lease cost | ||
Operating lease cost | 22,953 | 23,022 |
Short-term lease cost | 9,970 | 5,721 |
Variable lease cost | 2,779 | 2,915 |
Sublease income | (1,470) | (4,572) |
Total lease cost | $ 34,232 | $ 27,086 |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Related Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 31,672 | $ 32,780 |
Right-of-use asset change due to lease termination | (1,045) | (2,092) |
Right-of-use assets obtained in exchange for new operating lease liabilities | 36,717 | $ 33,442 |
Future right-of-use asset change due to a lease signed with a future commencement date | $ 10,926 | |
Weighted-average remaining lease term (in years) | 4 years 9 months 18 days | 5 years 4 months 24 days |
Weighted-average discount rate | 5.60% | 6.50% |
Affiliated Entity | ||
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 9,423 | $ 10,528 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 10,631 | $ 16,195 |
Weighted-average remaining lease term (in years) | 5 years 6 months | 6 years 1 month 6 days |
Weighted-average discount rate | 6.50% | 6.80% |
With Third Parties [Member] | ||
Other information | ||
Cash paid for amounts included in the measurement of operating leases | $ 22,249 | $ 22,252 |
Right-of-use asset change due to lease termination | (1,045) | (2,092) |
Right-of-use assets obtained in exchange for new operating lease liabilities | 26,086 | $ 17,247 |
Future right-of-use asset change due to a lease signed with a future commencement date | $ 10,926 | |
Weighted-average remaining lease term (in years) | 4 years 4 months 24 days | 5 years |
Weighted-average discount rate | 5.10% | 6.20% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Lease Disclosure [Line Items] | |
2022 | $ 29,654 |
2023 | 27,029 |
2024 | 23,849 |
2025 | 19,998 |
2026 | 15,132 |
Thereafter | 11,687 |
Total required lease payments | 127,349 |
Less amounts representing interest | (16,799) |
Present value of lease liabilities | 110,550 |
Affiliated Entity | |
Lease Disclosure [Line Items] | |
2022 | 8,508 |
2023 | 8,275 |
2024 | 8,293 |
2025 | 6,730 |
2026 | 4,258 |
Thereafter | 8,714 |
Total required lease payments | 44,778 |
With Third Parties [Member] | |
Lease Disclosure [Line Items] | |
2022 | 21,146 |
2023 | 18,754 |
2024 | 15,556 |
2025 | 13,268 |
2026 | 10,874 |
Thereafter | 2,973 |
Total required lease payments | $ 82,571 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Employee | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Expense of retirement plans | $ 700,000 | $ 700,000 | $ 700,000 |
Canadian [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Number of employees covered | Employee | 12 | ||
Required contributions into Canada Wide Industrial Pension Plan | $ 32,000 | $ 38,000 | |
Minimum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contributions offered to employee | 0 | ||
Maximum [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Matching contributions offered to employee | $ 2,080 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 09, 2021 | Feb. 05, 2020 | Jan. 10, 2020 | Feb. 20, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total fair value of shares vested | $ 0.2 | $ 0.2 | $ 0.1 | ||||
Total unrecognized compensation cost | 1.6 | ||||||
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 | 0.4 | ||||||
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 | 2,355 | 44,500 | 2,355 | ||||
Restricted stock award grant date fair value per share | $ 20.46 | $ 20.46 | |||||
Shares, vesting description | The shares will vest in five equal increments on each August 9 in 2022, 2023, 2024, 2025 and 2026, subject to continued employment with the Company. | ||||||
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 Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of restricted stock granted | 60,000 | ||||||
Restricted stock award grant date fair value per share | $ 18.82 | ||||||
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 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Status of Nonvested Shares (Detail) - Restricted Stock [Member] - $ / shares | Sep. 09, 2021 | Feb. 20, 2019 | Dec. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Nonvested, Beginning Balance | 85,625 | ||
Shares, Granted | 2,355 | 44,500 | 2,355 |
Shares, Vested | (6,875) | ||
Shares, Ending Balance | 81,105 | ||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 19.90 | ||
Weighted Average Grant Date Fair Value, Granted | $ 20.46 | 20.46 | |
Weighted Average Grant Date Fair Value, Vested | 23.56 | ||
Weighted Average Grant Date Fair Value, Ending Balance | $ 19.60 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 17, 2021Subsidiary | Dec. 31, 2021USD ($)Employee | Dec. 31, 2019USD ($) |
Concentration Risk [Line Items] | |||
Number of company's operating subsidiaries against the complaint received from NLRB | Subsidiary | 4 | ||
Loss contingency, accrued liability recorded | $ 5.8 | ||
Settlements of legal matters | $ 30 | ||
Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Commitments to purchase equipment. | $ 26.3 | ||
Workforce Subject to Collective Bargaining Arrangements [Member] | United States, Canada and Colombia [Member] | Unionized Employees Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of revenues from major customers | 37.00% | ||
Number of employees subject to contracts that expire in 2022 | Employee | 10 | ||
Workforce Subject to Collective Bargaining Arrangements [Member] | Mexico [Member] | Unionized Employees Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of revenues from major customers | 91.00% | ||
Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Estimated possible range of financial exposure | $ 4.3 | ||
Maximum [Member] | |||
Concentration Risk [Line Items] | |||
Estimated possible range of financial exposure | $ 7.2 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Weighted average non-vested shares of restricted shares | 10,845 | 2,990 | 910 |
Antidilutive securities excluded from computation of earnings per share, amount | 65,000 | 65,000 | 44,500 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 4 |
Transportation [Member] | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Company's Reportable Segment Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,750,980 | $ 1,391,083 | $ 1,511,998 |
Income from operations | 102,960 | 80,359 | 65,380 |
Depreciation and amortization | 67,537 | 74,141 | 74,765 |
Operating Segments [Member] | Contract Logistics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 627,220 | 459,666 | 515,185 |
Income from operations | 44,809 | 35,967 | 48,376 |
Depreciation and amortization | 33,504 | 32,386 | 33,670 |
Operating Segments [Member] | Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 473,059 | 393,633 | 390,299 |
Income from operations | 30,379 | 30,353 | 39,196 |
Depreciation and amortization | 26,074 | 30,457 | 32,025 |
Operating Segments [Member] | Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 403,312 | 318,385 | 389,629 |
Income from operations | 19,607 | 16,413 | (21,485) |
Depreciation and amortization | 5,979 | 9,259 | 6,795 |
Operating Segments [Member] | Company-managed Brokerage [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 242,794 | 218,123 | 215,750 |
Income from operations | 7,122 | (2,681) | 1,833 |
Depreciation and amortization | 379 | 444 | 419 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,595 | 1,276 | 1,135 |
Income from operations | 1,043 | 307 | (2,540) |
Depreciation and amortization | 1,601 | 1,595 | 1,856 |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (22,154) | (15,561) | (5,515) |
Intersegment Eliminations [Member] | Contract Logistics [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (530) | (1,962) | (835) |
Intersegment Eliminations [Member] | Intermodal [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (6,949) | (3,952) | (1,028) |
Intersegment Eliminations [Member] | Trucking [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (12,311) | (7,605) | (1,703) |
Intersegment Eliminations [Member] | Company-managed Brokerage [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (2,364) | $ (2,042) | $ (1,949) |
Segment Reporting - Revenues At
Segment Reporting - Revenues Attributed to Geographic Areas (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total operating revenues | $ 1,750,980 | $ 1,391,083 | $ 1,511,998 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 1,720,619 | 1,360,935 | 1,480,637 |
Mexico [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 15,236 | 17,899 | 16,100 |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | 13,208 | 10,868 | 13,552 |
Colombia [Member] | |||
Segment Reporting Information [Line Items] | |||
Total operating revenues | $ 1,917 | $ 1,381 | $ 1,709 |
Segment Reporting - Net Long-Li
Segment Reporting - Net Long-Lived Assets by Geographic Areas (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Net long-lived assets, total | $ 451,442 | $ 462,615 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets, total | 416,868 | 420,197 |
Mexico [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets, total | 32,700 | 40,442 |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets, total | 114 | 183 |
Colombia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets, total | $ 1,760 | $ 1,793 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 10, 2022$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | Jan. 28, 2022Subsidiary |
Subsequent Event [Line Items] | |||||
Dividends declared per common share | $ 0.42 | $ 0.21 | $ 0.42 | ||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends payable, date declared | Feb. 10, 2022 | ||||
Dividends declared per common share | $ 0.105 | ||||
Dividends payable, recorded date | Mar. 7, 2022 | ||||
Dividends payable, date to be paid | Apr. 4, 2022 | ||||
Number of subsidiaries | Subsidiary | 4 |