Summary of Significant Accounting Policies

(1)	Summary of Significant Accounting Policies

(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.

Certain immaterial reclassifications have been made to the prior consolidated financial statements in order for them to conform to the December 31, 2018 presentation. These reclassifications had no effect on reported consolidated net income, comprehensive income, earnings per common share, cash flows, total assets, or stockholders' equity as previously reported.

(c)

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.

(e)

Marketable Securities

The Company accounts for its marketable equity securities in accordance with ASC Topic 321 “Investments- Equity Securities.” ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income. At December 31, 2018 and 2017, 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 non-operating income (expense). We adopted Accounting Standards Update (“ASU”) 2016-01 effective on January 1, 2018. See Note 2 “Recent Accounting Pronouncements” for further information regarding the adoption and Note 5 “Marketable Securities” for further information on our portfolio.

(1)	Summary of Significant Accounting Policies—continued

(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 unbilled amounts for services rendered in the respective period but not yet billed to the customer until a future date, which typically occurs within one month. In order to reflect customer receivables at their estimated net realizable value, we record charges against revenue based upon current information. These charges generally arise from rate changes, errors, and revenue adjustments that may arise from contract disputes or differences in calculation methods employed by the customer. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience and the aging of our outstanding accounts receivable. Balances are considered past due based on invoiced terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off‑balance‑sheet credit exposure related to our customers. Accounts receivable from affiliates are shown separately and include trade receivables from the sale of services to affiliates.

(g)

Inventories

Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated net realizable value. Cost is determined using the first-in, first-out method. Provisions for excess and obsolete inventories are based on our assessment of excess and obsolete inventory on a product-by-product basis.

At December 31, inventory consists of the following (in thousands):

	2018		2017
Raw materials and supplies	$	4,920	$	4,596
Finished goods		1,831		746
	$	6,751	$	5,342

(h)

Property and Equipment

Property and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:

Description		Life in Years
Transportation equipment		3 - 15
Other operating assets		3 - 15
Information technology equipment		3 - 5
Buildings and related assets		10 - 39

The amounts recorded for depreciation expense were $48.7 million, $41.0 million, and $29.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Tire repairs, replacement tires, replacement batteries, consumable tools used in our logistics services, and routine repairs and maintenance on vehicles are expensed as incurred. Parts and fuel inventories are included in prepaid expenses and other. We capitalize certain costs associated with vehicle repairs and maintenance that materially extend the life or increase the value of the vehicle or pool of vehicles.

(1)	Summary of Significant Accounting Policies—continued

(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, 2018 and 2017 are as follows (in thousands):

	2018			2017
Indefinite Lived Intangibles:
Trademarks	$	2,500		$	2,500
Definite Lived Intangibles:
Agent and customer relationships		150,189			65,060
Customer contracts		20,600			20,600
Tradenames		2,000			—
Non-compete agreements		1,110			—
Less: accumulated amortization		(62,624	)		(56,901	)
Intangible assets, net	$	111,275		$	28,759
Total Identifiable Intangible Assets	$	113,775		$	31,259

Estimated amortization expense by year is as follows (in thousands):

2019	$	13,884
2020		12,982
2021		12,272
2022		10,761
2023		9,942
Thereafter		51,434
Total	$	111,275

The amounts recorded for amortization expense were $5.7 million, $6.0 million, and $7.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

(1)	Summary of Significant Accounting Policies—continued

(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”, we are required to test goodwill for impairment annually (in our third fiscal quarter) or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. 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. During the third quarter of 2018, we completed our goodwill impairment testing by performing a quantitative assessment. Based on the results of this test, no impairment loss was recognized.

The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands):

Balance as of January 1, 2017	$	74,484
Business acquisitions		-
Balance as of December 31, 2017		74,484
Business acquisitions		70,668
Balance as of December 31, 2018	$	145,152

At December 31, 2018 and 2017, $88.9 million and $18.2 million of goodwill was recorded in our transportation segment, respectively. At both December 31, 2018 and 2017, $56.3 million of goodwill was recorded in our logistics segment.

(k)

Long-Lived Assets

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 had contingent consideration arrangements.

(1)	Summary of Significant Accounting Policies—continued

(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 period. All bonus amounts earned by and due to employees in the current year are included in accrued expenses and other current liabilities. Those that are payable in subsequent years are included in other long-term liabilities.

(1)	Summary of Significant Accounting Policies—continued

(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.

(p)

Revenue Recognition

On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers, which is codified as ASC 606. Upon adoption, revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services.

For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard changed the timing of revenue recognition from “at delivery” to “over-time” as the performance obligations on the in-transit services are completed. A performance obligation is created when a customer submits a bill of lading for the transportation of goods from origin to destination. Performance obligations are satisfied as the shipments move from origin to destination, and transportation revenue is recognized based on the percentage of the service that has been completed at the end of the reporting period.

Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. For our value-added service businesses, the adoption of the standard did not change the timing of revenue recognition. 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 $85.1 million, $59.5 million and $50.9 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included in operating revenues.

See Note 3, Revenue Recognition, for more information on revenue recognition and the adoption of ASC 606.

(1)	Summary of Significant Accounting Policies—continued

(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.

(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 2014. In addition, we file income tax returns in various state, local and foreign jurisdictions. Historically, we have been responsible for filing separate state, local and foreign income tax returns for our self and our subsidiaries. We are no longer subject to state or foreign jurisdiction income tax examinations for years before 2013 and 2012, respectively.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest related to unrecognized tax benefits in income tax expense and penalties in other operating expenses.

(t)

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.

(1)	Summary of Significant Accounting Policies—continued

(u)

Segment Information

We report our financial results in two reportable segments, the transportation segment and the logistics segment, based on the nature of the underlying customer commitment and the types of investments required to support these commitments. This presentation reflects the manner in which management evaluates our operating segments, including an evaluation of economic characteristics and applicable aggregation criteria.

Operations aggregated in our transportation segment are associated with individual freight shipments coordinated by our agents, company-managed terminals and specialized services operations. In contrast, operations aggregated in our logistics segment deliver value-added services or transportation services to specific customers on a dedicated basis, generally pursuant to contract terms of one year or longer. Other non-reportable operating segments are comprised of the Company’s subsidiaries that provide support services to other subsidiaries and to owner-operators, including shop maintenance and equipment leasing.

(v)

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, wind energy, building materials, machinery and metals industries. During the fiscal years ended December 31, 2018, 2017 and 2016, aggregate sales in the automotive industry totaled 36%, 40% and 43% of revenue, respectively. In 2018, 2017 and 2016, General Motors accounted for approximately 13%, 16% and 18% of our total operating revenues, respectively. In 2018, sales to our top 10 customers, including General Motors, totaled 39%.

Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2018

Recent Accounting Pronouncements

(2)	Recent Accounting Pronouncements

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, using the modified retrospective transition method with a cumulative adjustment to retained earnings of approximately $0.2 million. ASU 2014-09 is a comprehensive revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In applying the new guidance, an entity will (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when or as the entity satisfies a performance obligation. For our transportation services businesses, which include truckload, brokerage, intermodal and dedicated services, the adoption of the standard changed the timing of revenue recognition from “at delivery” to “over-time” as the performance obligations on the in-transit services are completed. For our value-added service businesses, the adoption of the standard did not change the timing of revenue recognition. Due to the Company’s short in-transit period for transportation services, the impact did not have a material impact on its consolidated results of operations, financial position or cash flows. The adoption of ASU 2014-09 required an increase in the level of information disclosed in the Notes to Consolidated Financial Statements. See Note 3 for additional information.

On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, using the modified retrospective method. Upon adoption, approximately $3.8 million in accumulated changes in the fair market value of the Company’s equity securities that were presented at December 31, 2017 in accumulated other comprehensive income were reclassified to retained earnings. ASU 2016-01 requires, among other things, equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities.

(2)	Recent Accounting Pronouncements—continued

On January 1, 2018, the Company prospectively adopted ASU 2017-01, Business Combinations: Clarifying the Definition of a Business, to clarify the definition of a business to assist entities when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The impact of the adoption did not have an impact on our results of operations, financial position or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases. The objective of the new standard is to establish principles for lessees and lessors to report information about the amount, timing, and uncertainty of cash flows arising from a lease. The ASU will require a lessee to recognize the assets and liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to use the underlying asset for the lease term. This guidance is effective for us January 1, 2019. In July 2018, the FASB issued additional authoritative guidance providing companies with the option to apply this ASU to new and existing leases within the scope of the guidance as of the beginning of the period of adoption. We will elect this transition method of applying the new lease standard and will recognize right-of-use assets, lease liabilities, and any cumulative-effect adjustments to the opening balance of retained earnings as of January 1, 2019. Prior period amounts will not be adjusted and will continue to be reported under the accounting standards in effect for those periods. Upon adoption of the new standard on January 1, 2019, we will elect the package of practical expedients provided under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs. We are currently evaluating the effects ASU 2016-02 will have on our consolidated financial statements, related disclosures and internal controls. The Company anticipates a material increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, as well as the significant new quantitative and qualitative disclosure requirements for all of the Company’s lease obligations. We currently disclose approximately $59.4 million in operating lease obligations in Note 13, “Leases”. We are finalizing the calculation of the right-of-use asset and lease liability and completing the design of internal controls surrounding compliance with the new standard post-implementation. The earnings statement recognition of lease expense is expected to be similar to the Company’s current methodology.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017. The amendment provides the option to reclassify stranded tax effects within accumulated other comprehensive income (AOCI) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recorded. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. The amendment is effective for us January 1, 2019. We do not expect the adoption to have an impact on our results of operations, financial position or cash flows.

Revenue Recognition

12 Months Ended

Dec. 31, 2018

Revenue Recognition [Abstract]

Revenue Recognition

(3)	Revenue Recognition

(3)	Revenue Recognition—continued

	Year Ended December 31, 2018
Consolidated Statement of Income	Under ASC 605		Adjustment		As Reported
Truckload services revenue	$	309,884	$	3,927	$	313,811
Brokerage services revenue		364,644		2,935		367,579
Intermodal services revenue		250,165		909		251,074
Dedicated services revenue		120,652		371		121,023
Purchased transportation and equipment rent expense		709,628		6,391		716,019
Commission expense		37,181		200		37,381
Income tax expense		16,826		385		17,211
Net income		51,012		1,166		52,178

	As of December 31, 2018
Consolidated Balance Sheet	Under ASC 605		Adjustment		As Reported
Prepaid expenses and other	$	17,929	$	1,901	$	19,830
Accounts payable		90,596		1,423		92,019
Income taxes payable		2,293		385		2,678
Retained earnings		230,359		1,166		231,525

The Company broadly groups its services into the following categories: truckload services, brokerage services, intermodal services, dedicated services and value-added services. We disaggregate these categories and report our service lines separately on the Consolidated Statements of Income.

Truckload services include dry van, flatbed, heavy-haul and refrigerated operations. We transport a wide variety of general commodities, including automotive parts, machinery, building materials, paper, food, consumer goods, furniture, steel and other metals on behalf of customers in various industries.

To complement our available capacity, we provide customers freight brokerage services by utilizing third-party transportation providers to move freight. Brokerage services also include full service domestic and international freight forwarding, and customs brokerage.

Intermodal services include rail-truck, steamship-truck and support services. Our intermodal support services are primarily short-to-medium distance delivery of rail and steamship containers between the railhead or port and the customer and drayage services.

Dedicated services are primarily provided in support of automotive and retail customers using van equipment. Dedicated services also include our final mile and ground expedited services. Our dedicated services are primarily short run or round-trip moves within a defined geographic area.

Transportation services are short-term in nature; agreements governing their provision generally have a term of less than one year. They do not contain significant financing components. In accordance with ASU 2014-09, the Company recognizes revenue over the period transportation services are provided to the customer, including service performed as of the end of the reporting period for loads currently in-transit, in order to recognize the value that is transferred to a customer over the course of the transportation service.

We determine revenue in-transit using the input method, under which revenue is recognized based on the duration of time that has lapsed from the departure date (start of transportation services) to the arrival date (completion of transportation services). Measurement of revenue in-transit requires the application of significant judgment. We calculate the estimated percentage of an order’s transit time that is complete at period end, and we apply that percentage of completion to the order’s estimated revenue.

(3)	Revenue Recognition—continued

Value-added services, which are typically dedicated to individual customer requirements, include material handling, consolidation, sequencing, sub-assembly, cross-dock services, kitting, repacking, warehousing and returnable container management. Value-added revenues are substantially driven by the level of demand for outsourced logistics services. Major factors that affect value-added service revenue includes changes in manufacturing supply chain requirements and production levels in specific industries, particularly the North American automotive and Class-8 heavy-truck industries.

Revenue is recognized as control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to receive in exchange for its services.

For the Company’s value-added service businesses, the adoption of ASU 2014-09 did not change the timing of revenue recognition. The contracts in our value-added services businesses are negotiated agreements, which contain both fixed and variable components. The variability of revenues is driven by volumes and transactions, which are known as of an invoice date. Value-added service contracts typically have terms that extend beyond one year, and they do not include financing components. The timing of revenue recognition for value-added services will remain the same, as we have elected to use the “right to invoice” practical expedient, reflecting that a customer obtains the benefit associated with value-added services as they are provided.

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

December

31, 2018

January

1, 2018

Prepaid expenses and other - contract assets

1,901

1,361

We generally receive payment for performance obligations within 45 days of completion of transportation services and 65 days for completion of value-added services. Contract assets in the table above generally relate to revenue in-transit at the end of the reporting period.

Practical expedients

The Company elected to use the following practical expedients that are available under ASC 606: (i) to apply the new revenue standard to a portfolio of contracts (or performance obligations) with similar characteristics, as we reasonably expect that the effects on the financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts; (ii) to recognize commission expense when incurred, which we consider to be a cost to obtain a contract, because the amortization period is less than one year; and (iii) to recognize revenue in the value-added services portfolio in the amount of consideration to which we have a right to invoice, that corresponds directly with the value to the customer of the service completed to date.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

See also Note 19 for additional information on revenue reported by segment and by geographic region.

Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Acquisitions

(4)	Acquisitions

On December 7, 2018, the Company acquired all of the outstanding shares of Deco Logistics, Inc., d/b/a Container Connection, and Oaktree Logistics, Inc. (collectively, “Container Connection”). Based in Riverside, California, Container Connection offers harbor drayage services to the Ports of Los Angeles and Long Beach for customers primarily located within the Inland Empire and Central Valley areas. Container Connection also offers warehousing, secured parking and yard space. The total purchase price was $60.7 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under its credit and security agreement. Approximately $0.4 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income.

On October 12, 2018, the Company acquired all of the outstanding shares of Specialized Rail Service, Inc. (“Specialized Rail”). Specialized Rail offers local and regional intermodal drayage services, as well as transloading, cross-docking, warehousing and distribution, and intermodal facility management. Specialized Rail operates a fleet of over 140 tractors and has facilities in Clearfield, Utah and Las Vegas, Nevada. The total cash purchase price was $12.3 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under an amended revolving credit facility. Approximately $0.3 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income.

On August 10, 2018, the Company acquired all of the outstanding shares of Southern Counties Express, Inc. and certain of its affiliates (collectively, “Southern Counties”). Southern Counties provides full-service harbor drayage, transloading, warehousing, and project cargo services in southern California. The total purchase price was $65.7 million, subject to customary post-closing adjustments. To finance the acquisition, the Company used loan proceeds under an amended and restated revolving credit and term loan agreement. Approximately $0.6 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income.

On February 1, 2018, the Company acquired all of the outstanding shares of Fore Transportation, Inc. and certain of its affiliates (collectively, “Fore”). Fore provides its customers with intermodal solutions, including local and regional drayage services. One of the acquired companies owns and leases real property and improvements, including a 28-acre terminal that serves as Fore’s corporate headquarters and a container storage facility. The total cash purchase price was $35.1 million. To fund the acquisition, the Company used a combination of cash and loan proceeds under its margin credit facility, revolving credit facility and secured real estate financing. Approximately $0.2 million of transaction related costs were incurred in the acquisition, which are reflected in general and administrative expenses in the Consolidated Statements of Income.

We believe that each acquisition strategically enhances our service offerings in specific geographic regions, and we expect each of them to further diversify our customer base.

(4)	Acquisitions—continued

The Company accounted for the acquisitions in accordance with ASC 805, “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is included in our transportation segment, and is non-deductible for income tax purposes. For each acquisition, the purchase price was allocated to major classes of assets acquired and liabilities assumed at estimated fair values as of the date of acquisition date. These values are based, in part, upon preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained. The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. The preliminary allocation of the purchase price in each transaction is as follows (in thousands):

	Container Connection			Specialized Rail			Southern Counties			Fore *
Current assets	$	6,458		$	4,130		$	5,359		$	6,077
Property and equipment		50			6,187			4,598			10,864
Goodwill		28,916			1,013			30,325			10,414
Intangible assets		35,099			5,342			35,690			12,108
Other assets		-			109			1,427			-
Current liabilities		(1,930	)		(2,419	)		(3,027	)		(1,234	)
Deferred tax liabilities, net		(7,892	)		(2,112	)		(8,690	)		(3,123	)
	$	60,701		$	12,250		$	65,682		$	35,106

* The purchase price allocation for Fore is considered final as of December 31, 2018.

The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired customer relationships are being amortized over a period of seven years to 12 years, tradenames are being amortized over a period of three years, and the non-competition agreements are being amortized over a period of five years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets, and comparable land sales and replacement cost methodology to value land and buildings, respectively.

The following unaudited pro forma results of operations present consolidated information of the Company as if Container Connection, Specialized Rail, Southern Counties, and Fore were acquired on January 1, 2017 (in thousands, except per share data):

	Pro Forma Twelve Month Ended
	December 31, 2018		December 31, 2017
Operating revenues	$	1,568,467	$	1,376,193
Income from operations	$	98,892	$	42,937
Net income	$	59,959	$	35,528
Earnings per common share:
Basic	$	2.11	$	1.25
Diluted	$	2.11	$	1.25

The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Container Connection, Specialized Rail, Southern Counties, and Fore on January 1, 2017. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis.

For the year ended December 31, 2018, actual revenue and operating income of the acquired companies was $70.9 million and $5.1 million, respectively.

Marketable Securities

12 Months Ended

Dec. 31, 2018

Investments Debt And Equity Securities [Abstract]

Marketable Securities

(5)	Marketable Securities

Beginning January 1, 2018, marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income. The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note 10.

The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands):

	2018			2017
Fair value	$	9,333		$	15,144
Cost		11,143			10,231
Unrealized (losses) gains	$	(1,810	)	$	4,913

Prior to the Company’s adoption of ASU 2016-01 as of January 1, 2018 , unrealized gains and losses in fair market value were presented as a component of Accumulated Other Comprehensive Income in shareholders’ equity; before adoption of this guidance, the Company included in net income only realized gains and losses and declines in value determined to be other-than-temporary on available-for-sale securities. The cost of securities determined to be in an other-than-temporary loss position was required to be presented net of the amount of the other-than-temporary impairment calculated. Subsequent to adoption of ASU 2016-01, cost is no longer presented net of other-than-temporary impairment. The December 31, 2017 cost reflected in the table above was presented net of approximately $424,000 of other-than-temporary impairment.

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands):

		2018			2017
Gross unrealized gains	$	89		$	5,390
Gross unrealized losses		(1,899	)		(477	)
Net unrealized (losses) gains	$	(1,810	)	$	4,913

The following table shows the Company’s net realized gains on marketable equity securities (in thousands):

	2018		2017		2016
Realized gain
Sale proceeds	$	5,733	$	1,261	$	866
Cost of securities sold		5,229		338		454
Realized gain	$	504	$	923	$	412

Realized gain, net of taxes	$	379	$	537	$	253

During the year ended December 31, 2018, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $(1,810,000), which was reported in other non-operating income (expense) for the period.

Accounts Receivable

12 Months Ended

Dec. 31, 2018

Receivables [Abstract]

Accounts Receivable

(6)	Accounts Receivable

Accounts receivable amounts appearing in the consolidated financial statements include both billed and unbilled receivables. We bill customers in accordance with contract terms, which may result in a brief timing difference between when revenue is recognized and when invoices are rendered. Unbilled receivables, which usually are billed within one month, totaled $28.8 million and $26.2 million at December 31, 2018 and 2017, respectively.

Accounts receivable are presented net of an allowance for doubtful accounts. Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands):

	2018			2017			2016
Balance at beginning of year	$	1,330		$	1,613		$	5,173
Provision for doubtful accounts		924			1,533			3,099
Acquisition of businesses		253			-			-
Uncollectible accounts written off		(735	)		(1,816	)		(6,659	)
Balance at end of year	$	1,772		$	1,330		$	1,613

Property and Equipment

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Property and Equipment

(7)	Property and Equipment

Property and equipment at December 31 consists of the following (in thousands):

	2018			2017
Transportation equipment	$	267,094		$	236,667
Land, buildings and related assets		128,805			102,977
Other operating assets		104,559			105,434
Information technology equipment		26,135			23,985
Construction in process		7,960			3,903
		534,553			472,966
Less accumulated depreciation		(231,319	)		(205,771	)
Total	$	303,234		$	267,195

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2018

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

(8)	Accrued Expenses and Other Current Liabilities

Accrued expenses consist of the following items at December 31 (in thousands):

	2018		2017
Payroll related items	$	11,476	$	9,854
Driver escrow liabilities		3,923		3,785
Commissions, taxes and other		9,727		10,490
Total	$	25,126	$	24,129

Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

(9)

Debt

Debt is comprised of the following (in thousands):

	Interest Rates at	December 31,
	December 31, 2018	2018			2017
Outstanding Debt:
Credit and Security Agreement (1)
Term Loan	4.27%	$	150,000		$	—
Revolver	4.27%		80,588			—
Equipment Financing (2)	3.18% to 5.13%		126,162			112,205
Real Estate Financing (3)	4.77%		45,864			44,309
Margin Facility (4)	3.62%		541			—
Debt paid upon refinancing
ABL Revolver	NA		—			70,225
Westport Term Loan	NA		—			22,500
Unamortized debt issuance costs			(2,703	)		(1,261	)
			400,452			247,978
Less current portion of long-term debt			51,903			40,870
Total long-term debt, net of current portion		$	348,549		$	207,108

(1) The Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $350 million in the form of a $150 million term loan and a $200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023. The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019, with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023. At closing, proceeds from the Credit Agreement were used to pay off certain existing indebtedness and to pay fees and expenses associated with the Credit Agreement. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2018, we were in compliance with all covenants under the facility, and $119.4 million was available for borrowing on the revolver.

(2) The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 5.13%. At December 31, 2018, we were in compliance with all covenants.

(9)	Debt—continued

(3) The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2018, we were in compliance with all covenants.

(4) The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively.

The following table reflects the maturities of our principal repayment obligations as of December 31, 2018 (in thousands):

Years Ending December 31	Term		Revolver		Equipment Financing		Real Estate Financing		Margin Facility		Total
2019	$	7,500	$	—	$	38,556	$	5,893	$	541	$	52,490
2020		11,250		—		40,104		5,893		—		57,247
2021		11,250		—		24,280		5,893		—		41,423
2022		15,000		—		16,576		5,892		—		37,468
2023		105,000		80,588		6,646		5,892		—		198,126
Thereafter		—		—		—		16,401		—		16,401
Total	$	150,000	$	80,588	$	126,162	$	45,864	$	541	$	403,155

The Company is also party to two interest rate swap agreements that qualify for hedge accounting. The swap agreements were executed to fix a portion of the interest rates on its variable rate debt that have a combined notional amount of $15.7 million at December 31, 2018. Under the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25%, and pays a fixed rate. The March 2016 swap (swap A) became effective October 2016, has a rate of 4.16% (amortizing notional amount of $10.0 million) and expires July 2026, and an additional March 2016 swap (swap B) became effective October 2016, has a rate of 3.83% (amortizing notional amount of $5.7 million) and expires May 2022. At December 31, 2018 and 2017, the fair value of the two swap agreements was an asset of $0.4 million and $0.3 million, respectively. Since these swap agreements qualify for hedge accounting, the changes in fair value are recorded in other comprehensive income (loss), net of tax. See Note 10, “Fair Value Measurement and Disclosures” for additional information pertaining to interest rate swaps.

Fair Value Measurement and Disclosures

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurement and Disclosures

(10)	Fair Value Measurement and Disclosures

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date and expanded disclosures with respect to fair value measurements.

ASC Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

(10)	Fair Value Measurement and Disclosures—continued

We have segregated all financial assets that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below (in thousands):

	December 31, 2018
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Marketable securities	$	9,333	$	—	$	—	$	9,333
Interest rate swaps		—		392		—		392
Total Assets	$	9,333	$	392	$	—	$	9,725

	December 31, 2017
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	75	$	—	$	—	$	75
Marketable securities		15,144		—		—	$	15,144
Interest rate swaps		—		260		—		260
Total Assets	$	15,219	$	260	$	—	$	15,479

The valuation techniques used to measure fair value for the items in the tables above are as follows:

•

Cash equivalents – This category consists of money market funds which are listed as Level 1 assets and measured at fair value based on quoted prices for identical instruments in active markets.

•

Marketable securities – Marketable securities represent equity securities, which consist of common and preferred stocks, are actively traded on public exchanges and are listed as Level 1 assets. Fair value was measured based on quoted prices for these securities in active markets.

•

Interest rate swaps – The fair value of our interest rate swaps, as provided by a third party service provider, is determined using a methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value measurement also incorporates credit valuation adjustments reflecting both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk.

Our revolving credit and term loan agreements and our real estate promissory notes all consists of variable rate borrowings. We categorize borrowings under these credit agreements as Level 2 in the fair value hierarchy. The carrying value of these borrowings approximate fair value because the applicable interest rates are adjusted frequently based on short-term market rates.

For our equipment promissory notes with fixed rates, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2018 is summarized as follows:

2018

Carrying Value

Estimated Fair

Value

Equipment promissory notes

126,162

125,214

We have not elected the fair value option for any of our financial instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Transactions with Affiliates

12 Months Ended

Dec. 31, 2018

Transactions with Affiliates

(11)	Transactions with Affiliates

CenTra, Inc. (“CenTra”), an affiliate of the Company that is owned by our controlling shareholders, provides administrative support services to Universal in the ordinary course of business, including legal, human resources, tax, and IT infrastructure and related services. The cost of these services is based on the actual or estimated utilization of the specific service.

Universal also purchases other services from CenTra and other affiliates under common control with CenTra. Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):

	2018		2017		2016
Administrative support services	$	3,094	$	2,771	$	2,638
Truck fuel, tolls and maintenance		2,428		2,652		2,656
Real estate rent and related costs		14,295		17,046		17,174
Insurance and employee benefit plans		57,370		55,995		44,548
Contracted transportation services		1,240		35		233
Total	$	78,427	$	78,499	$	67,249

We pay CenTra the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our affiliate’s trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. In connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra.

A significant number of our operating locations are located in facilities leased from affiliates. At 34 facilities, occupancy is based on either month-to-month or contractual, multi-year lease arrangements which are billed and paid monthly. Leasing properties provided by an affiliate that owns a substantial commercial property portfolio affords us significant operating flexibility. However, we are not limited to such arrangements. See Note 13, “Leases” for further information regarding the cost of leased properties.

We purchase workers’ compensation, property and casualty, cargo, warehousing and other general liability insurance from an insurance company controlled by our majority shareholders. Our employee health care benefits and 401(k) programs are also provided by this affiliate.

Other services from affiliates, including contracted transportation services, are delivered to us on a per-transaction-basis or pursuant to separate contractual arrangements provided in the ordinary course of business. At December 31, 2018 and 2017, amounts due to affiliates were $17.8 million and $12.0 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At December 31, 2018 and 2017, there were $10.5 million and $10.1 million, respectively, included in each of these accounts for insured claims.

During 2018, we made purchases of used equipment from an affiliate totaling $8,300, and purchased wheels and tires from an affiliate for new trailering equipment totaling $466,000 during the same period. During 2017, we made purchases totaling $2.1 million for wheels and tires for new trailering equipment, and purchased 64 used tractors from an affiliate for $1.8 million.

We periodically use the law firm of Sullivan Hincks & Conway to provide legal services. Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway. Not included in the table above are amounts paid for legal services during 2018 and 2017 of $2,100 and $1,400, respectively. No amounts were paid for legal services during 2016.

During 2018, we exercised our right of first refusal to acquire 10,065 shares of restricted stock from a director, H. E. “Scott” Wolfe, for $355,000 based on the closing market price on the effective date of the transaction. We also exercised our right of first refusal to acquire 7,500 shares of restricted stock during 2018 from our CEO, Jeff Rogers, for $264,000 based on the closing market price on the effective date of the transaction.

(11)	Transactions with Affiliates—continued

Services provided by Universal to Affiliates

We periodically assist CenTra and other affiliates under common control with CenTra by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders. Truck fueling and administrative expenses are presented net in operating expense. Following is a schedule of services provided to CenTra and affiliates for the years ended December 31 (in thousands):

	2018		2017		2016
Purchased transportation and equipment rent	$	900	$	1,100	$	1,090
Total	$	900	$	1,100	$	1,090

At December 31, 2018 and 2017, amounts due from affiliates were $5.2 million and $2.7 million, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

(12)	Income Taxes

A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands):

	Year Ended December 31,
	2018			2017			2016
Operations
U.S. Domestic	$	71,441		$	28,360		$	40,172
Foreign		(2,052	)		(11,219	)		(767	)
Total pre-tax income	$	69,389		$	17,141		$	39,405

The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands):

	2018			2017			2016
Current:
U.S. Federal	$	7,266		$	5,394		$	7,432
State		3,556			2,227			748
Foreign		427			688			284
		11,249			8,309			8,464
Deferred:
U.S. Federal		5,873			(14,264	)		6,521
State		(855	)		(1,113	)		140
Foreign		944			(3,944	)		36
		5,962			(19,321	)		6,697
Total	$	17,211		$	(11,012	)	$	15,161

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, significantly changing the U.S. tax code by providing for, among other things, lower corporate income tax rates and requiring companies to pay a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. Effective January 1, 2018, the Tax Cuts and Jobs Act permanently reduced the U.S. corporate income tax rate from 35% to 21%. In accordance with U.S. GAAP, the reduction in the enacted rate caused the Company to revalue its ending net deferred tax assets and liabilities and caused the Company to record a provisional tax benefit of $18.2 million in its consolidated financial statements for the year ended December 31, 2017. With respect to the transition tax on deemed repatriated foreign earnings, the Company determined that, based upon information currently available, the transition tax did not have a material impact on its results of operations, financial position or cash flows.

The provisional amounts recorded at December 31, 2017, in accordance with SEC Staff Accounting Bulletin No. 118, were finalized during the fourth quarter of 2018 and had an immaterial impact on the consolidated financial statements.

(12)	Income Taxes—continued

Deferred income tax assets and liabilities at December 31 consist of the following (in thousands):

	2018			2017
Domestic deferred tax assets:
Allowance for doubtful accounts	$	425		$	323
Other assets		4,561			2,694
Accrued expenses		4,982			6,622
Total domestic deferred tax assets	$	9,968		$	9,639
Domestic deferred tax liabilities:
Prepaid expenses	$	696		$	1,002
Marketable securities		1,004			1,153
Intangible assets		25,907			7,894
Property and equipment		41,589			31,951
Total domestic deferred tax liabilities	$	69,196		$	42,000
Net domestic deferred tax liabilities	$	59,228		$	32,361
Foreign deferred tax assets
Net operating losses	$	3,499		$	3,636
Other assets		927			928
Valuation allowance - foreign		(1,877	)		(410	)
Total foreign deferred tax asset	$	2,549		$	4,154
Net deferred tax liability	$	56,679		$	28,207

In assessing whether deferred tax assets may be realized in the future, management considers whether it is more likely than not that some portion of such tax assets will not be realized. The deferred tax assets and liabilities were reviewed separately by jurisdictions when measuring the need for valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (both ordinary income and taxable capital gains) during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, reversal of existing taxable temporary differences, projections for future taxable income over the periods in which the domestic deferred tax assets are expected to reverse, and our ability to generate future capital gains, management believes it is more likely than not that we will realize the benefits of these deductible differences. Thus, no valuation allowance has been established for the domestic deferred tax assets. We had foreign net operating loss carryforward associated with our Mexican subsidiary with a tax effect of $1.6 million as of December 31, 2018. The net operating loss carryforward will expire in 2027. Although realization is not assured, the Company has concluded that it is more likely than not that the deferred tax asset will be fully realized and as such no valuation allowance has been provided. At December 31, 2018, we also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $1.9 million. Based on the anticipated earnings projections, management has recorded a full valuation allowance for the deferred tax assets associated with this entity.

(12)	Income Taxes—continued

Income tax expense attributable to income from continuing operations differs from the statutory rates as follows:

	2018			2017			2016
Federal statutory rate		21	%		35	%		35	%
Change in tax law		0	%		-106	%		0	%
Non-deductible expense		0	%		2	%		0	%
State, net of federal benefit		3	%		4	%		2	%
Foreign		2	%		1	%		1	%
Other		-1	%		0	%		0	%
Effective tax rate		25	%		-64	%		38	%

As of December 31, 2018, the total amount of unrecognized tax benefit representing uncertainty in certain tax positions was $0.3 million. These uncertain tax positions are based on recognition thresholds and measurement attributes for the financial statement recognition and measurements of a tax position taken or expected to be taken in a tax return. Any prospective adjustments to our accrual for uncertain tax positions will be recorded as an increase or decrease to the provision for income taxes and would impact our effective tax rate. At December 31, 2018, there are no positions for which it is reasonably possible that the total amounts of unrecognized tax benefits would significantly increase or decrease within 12 months. As of December 31, 2018, the amount of accrued interest and penalties was $0.1 million and $0.1 million, respectively.

The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):

	2018			2017			2016
Unrecognized tax benefit – beginning of year	$	367		$	416		$	333
Increases related to prior year tax positions		26			22			24
Increases related to current year tax positions		30			9			95
Decreases related to prior year tax positions		(92	)		(80	)		(36	)
Unrecognized tax benefit – end of year	$	331		$	367		$	416

Leases

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Leases

(13)

Leases

We lease office space, warehouses, freight distribution centers, terminal yards and equipment under non-cancelable operating lease arrangements. Except where we deliver services within facilities provided by our customers, we lease warehouse and freight distribution centers used in our logistics operations, often in connection with a specific customer program. Where facilities are substantially dedicated to a single customer and our lease is with an independent property owner, we attempt to align lease terms with the expected duration of the underlying customer program.

In most cases, we expect our facility leases will be renewed or replaced by other leases in the ordinary course of business. Where possible, we contractually secure the recovery of certain occupancy costs, including rent, during the term of a customer program. Future minimum rental payments pursuant to leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2018 are as follows (in thousands):

Years Ending December 31	With Affiliates		With Third Parties		Total
2019	$	9,357	$	12,614	$	21,971
2020		6,556		6,749		13,305
2021		5,408		2,742		8,150
2022		3,919		109		4,028
2023		3,592		—		3,592
Thereafter		8,331		—		8,331
Total required payments	$	37,163	$	22,214	$	59,377

Rental expense for facilities, vehicles and other equipment leased from third parties under operating leases approximated $22.6 million, $17.9 million and $20.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Retirement Plans

12 Months Ended

Dec. 31, 2018

Compensation And Retirement Disclosure [Abstract]

Retirement Plans

(14)	Retirement Plans

We offer 401(k) defined contribution plans to our employees. The plans are administered by a company controlled by our principal shareholders and include different matching provisions depending on which subsidiary or affiliate is involved. In the plans available to certain employees not subject to collective bargaining agreements, we matched contributions up to $600 annually for each employee who is not considered highly compensated through December 31, 2008, after which some matching contributions were suspended as a response to market conditions at certain subsidiaries. Three other 401(k) plans are provided to employees of specific operations and offer matching contributions that range from zero to $2,080 per participant annually. The total expense for contributions for 401(k) plans, including plans related to collective bargaining agreements, was $0.6 million, $0.5 million and $0.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

In connection with a collective bargaining agreement that covered 11 Canadian employees at December 31, 2018, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2018 and 2017, the required contributions totaled approximately $39,000 and $41,000, respectively.

Stock Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

(15)	Stock Based Compensation

On April 23, 2014, our Board of Directors adopted the 2014 Amended and Restated Stock Incentive Plan, or the Plan. The Plan was approved by our shareholders at the 2014 Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The Plan replaced our 2004 Stock Incentive Plan and carried forward the shares of common stock that remained available for issuance under the 2004 Stock Incentive Plan. The grants may be made in the form of stock options, restricted stock bonuses, restricted stock purchase rights, stock appreciation rights, phantom stock units, restricted stock units or unrestricted common stock. Restricted stock awards currently outstanding under the 2004 Stock Incentive Plan will remain outstanding in accordance with the terms of that plan.

On February 22, 2017, February 24, 2016, April 29, 2015 and March 5, 2015, the Company granted 10,000, 10,000, 20,000 and 10,000 shares, respectively, of restricted stock to its Chief Executive Officer. The restricted stock grants have fair values of $13.45, $15.55 per share, $22.03 per share, and $25.18 per share, respectively, based on the closing price of the Company’s stock on each grant date. For each award, 25% of the shares vested immediately on the grant dates, and the remaining shares vest in three equal installments on March 5 of each of the next three years following the grant date, with the final vesting of the 2017 award to occur on March 5, 2020, in each case subject to continued employment with the Company.

On December 23, 2015, the Company granted 50,000 shares of restricted stock to certain employees, including 10,000 shares to its Chief Financial Officer. The restricted stock grants have a grant date fair value of $14.93 per share, based on the closing price of the Company’s stock, of which 25% vested immediately, and an additional 25% vested in three equal increments on each December 20 in 2016, 2017 and 2018.

A grantee’s vesting of restricted stock awards may be accelerated under certain conditions, including retirement.

A summary of the status of our non-vested shares as of December 31, 2018, and changes during the year ended December 31, 2018, is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017		31,250		$	16.63
Granted		—		$	—
Vested		(23,750	)	$	17.41
Forfeited		—		$	—
Balance at December 31, 2018		7,500		$	14.15

During the years ended December 31, 2018, 2017 and 2016, the total grant date fair value of vested shares recognized as compensation cost was $413,000, $414,000, and $571,000, respectively. As of December 31, 2018, there was $107,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize stock-based compensation costs of $73,000 and $34,000, during 2019 and 2020, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

(16)	Commitments and Contingencies

Our principal commitments relate to long-term real estate leases and payment obligations to equipment vendors.

On October 16, 2017, a jury in state court in Cook County, Illinois rendered a verdict of $54.2 million against Universal Am-Can, Ltd. (“UACL”) in the matter of Denton v. UACL, et al. The litigation relates to a vehicular accident that occurred on February 8, 2011 on I-65 in Rensselaer, Indiana. The accident involved a tractor-trailer being driven by an independent owner-operator of UACL. The driver was braking on the expressway in order to avoid another vehicle being driven the wrong way on the interstate. The truck attempted to avoid the oncoming vehicle and the plaintiff’s vehicle and, in so doing, struck the plaintiff’s vehicle. As a result of the accident, the plaintiff sustained non-life threatening injuries. In connection with the verdict, the jury determined that UACL was responsible for the liability associated with the accident. The verdict included $19.2 million in compensatory damages and $35.0 million in punitive damages against UACL. Interest on the verdict accrues at a rate of 9% per year. The insurance coverage available for reimbursement of UACL’s damages underlying the verdict is limited to $1.0 million. We believe the facts and the law do not support the jury’s findings of liability against UACL. The Company has filed an appeal with the Appellate Court of Illinois First Judicial District to overturn the verdict and the judgment. Enforcement of the judgment has been stayed pending the outcome of the appeal. The Company currently estimates the possible range of financial exposure in the matter, net of insurance coverage and before advances made to plaintiffs, to be between $18.2 million and $53.2 million. Based on the Company’s best estimate of the liability at this time, the Company recorded an accrued liability for this matter of $18.2 million, which is inclusive of any interest accruing and before consideration of advances made. In September 2018, the Company made a $7.0 million advance, the amount of which will be used as an offset against the ultimate resolution. As such, this amount was recorded as a reduction of the Company’s accrued liability. While we cannot predict with any certainty the outcome of this litigation, its ultimate resolution could be significantly different from our estimate and materially affect our financial condition, results of operations and cash flows.

The Company was plaintiff in a lawsuit that was filed on June 11, 2015 against, among others, Dalton Logistics, Inc. (“Dalton”) in the United States District Court for the Southern District of Texas. The Company was seeking approximately $1.9 million in damages from a debtor relating to unpaid freight charges. In response to the filing of the complaint, the shareholders of Dalton filed a counterclaim against the Company alleging that the Company, in connection with certain unrelated negotiations with the defendant, breached an alleged agreement to acquire Dalton. The respective claims proceeded to trial and, on July 21, 2017, a jury returned two separate verdicts: One in favor of Universal for $1.9 million, and a second in favor of the defendant for approximately $5.7 million. On October 30, 2017, the court entered a judgment against Universal for the $5.7 million, but ignored the $1.9 million jury award in favor of Universal. The Company believes this ruling was in error and further believes the jury erred in their findings of any damages against Universal. The Company has filed an appeal with the United States Court of Appeals for the Fifth Circuit to overturn the verdict and the judgment. Enforcement of the judgment has been stayed pending the outcome of the appeal. The Company currently estimates the possible range of financial exposure in the matter to be between $0 and $5.7 million. Based on the Company’s best estimate of the liability at this time, the Company has recorded an accrued liability for this matter of $1.8 million, which is inclusive of any interest owed on the verdict. While we cannot predict with any certainty the outcome of this litigation, management does not believe the outcome will have a material adverse effect on our business, financial condition, results of operations or cash flows.

On February 21, 2018, Ford Motor Company (“Ford”) filed suit against two of the Company’s subsidiaries (collectively, the “Subsidiary Defendants”) and two related parties in state court in Oakland County, Michigan. The complaint sought a declaratory judgment that the Subsidiary Defendants and their co-defendants are required to indemnify Ford for $76 million in damages sustained by Ford in a wrongful death lawsuit in Clay County, Missouri. On November 5, 2018, the trial court granted a Motion for Summary Disposition filed by the defendants, and the claims against the Subsidiary Defendants were dismissed with prejudice.

In the third quarter of 2018, a tractor-trailer operated by a subsidiary of the Company was involved in a multi-vehicle, multi-fatality accident. This matter was settled in the fourth quarter of 2018 for $9.0 million.

(16)	Commitments and Contingencies —continued

The Company is involved in certain other claims and pending litigation arising from the ordinary conduct of business. We also provide accruals for claims within our self-insured retention amounts. Based on the knowledge of the facts, and in certain cases, opinions of outside counsel, in the Company’s opinion the resolution of these claims and pending litigation will not have a material effect on our financial position, results of operations or cash flows. However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

At December 31, 2018, approximately 26% of our employees in the United States, Canada and Colombia are subject to collective bargaining agreements that are renegotiated periodically, of which 19% are subject to contracts that expire in 2019. Of our employees in Mexico, 91% are subject to such collective bargaining agreements, and our contract expiring in 2019 is currently being negotiated.

Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (unaudited)

(18)	Quarterly Financial Data (unaudited)

	2018
	1^st quarter		2^nd quarter		3^rd quarter		4^th quarter
	(in thousands, except per share information)
Operating revenue	$	335,113	$	365,925	$	374,292	$	386,378
Operating income		17,104		26,252		22,530		17,908
Income before income taxes		14,156		23,634		19,973		11,626
Income tax expense		3,722		5,965		4,918		2,606
Net income	$	10,434	$	17,669	$	15,055	$	9,020
Earnings per common share:
Basic	$	0.37	$	0.62	$	0.53	$	0.32
Diluted	$	0.37	$	0.62	$	0.53	$	0.32
Weighted average number of common shares outstanding:
Basic		28,386		28,395		28,382		28,370
Diluted		28,393		28,402		28,392		28,374

	2017
	1^st quarter		2^nd quarter		3^rd quarter			4^th quarter
	(in thousands, except per share information)
Operating revenue	$	284,442	$	305,199	$	313,001		$	314,023
Operating income (loss)		9,169		6,417		(3,484	)		13,112
Income (loss) before income taxes		7,001		4,400		(5,271	)		11,011
Income tax (benefit) expense		2,683		1,661		(1,966	)		(13,390	)
Net income (loss)	$	4,318	$	2,739	$	(3,305	)	$	24,401
Earnings per common share:
Basic	$	0.15	$	0.10	$	(0.12	)	$	0.86
Diluted	$	0.15	$	0.10	$	(0.12	)	$	0.86
Weighted average number of common shares outstanding:
Basic		28,435		28,443		28,441			28,382
Diluted		28,435		28,443		28,444			28,390

During the fourth quarter of 2017, the Company recognized an $18.2 million income tax benefit due to the Tax Cuts and Jobs Act.

Segment Reporting

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Reporting

(19)	Segment Reporting

The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2018, 2017 and 2016 (in thousands):

2018	Transportation			Logistics			Other			Total
Operating revenues	$	949,242		$	510,918		$	1,548		$	1,461,708
Eliminated inter-segment revenues		(1,673	)		(12,451	)		—			(14,124	)
Depreciation and amortization		27,128			26,125			1,172			54,425
Income from operations		51,634			31,136			1,024			83,794
Capital expenditures		32,267			33,312			1,006			66,585
Total assets		525,906			298,455			18,786			843,147

2017	Transportation			Logistics			Other			Total
Operating revenues	$	750,302		$	465,070		$	1,293		$	1,216,665
Eliminated inter-segment revenues		(1,064	)		(8,095	)		—			(9,159	)
Depreciation and amortization		17,661			29,136			198			46,995
Income from operations		14,512			10,597			105			25,214
Capital expenditures		12,330			50,597			433			63,360
Total assets		291,736			293,773			25,083			610,592

2016	Transportation			Logistics			Other			Total
Operating revenues	$	656,496		$	414,948		$	1,307		$	1,072,751
Eliminated inter-segment revenues		(1,896	)		(7,482	)		—			(9,378	)
Depreciation and amortization		13,459			23,064			179			36,702
Income from operations		22,399			27,653			(3,472	)		46,580
Capital expenditures		9,464			91,045			500			101,009
Total assets		252,164			292,227			26,066			570,457

We provide a portfolio of transportation and logistics services to a wide range of customers throughout the United States and in Mexico, Canada and Colombia. Revenues attributed to geographic areas are as follows (in thousands):

	Year Ended December 31,
	2018		2017		2016
United States	$	1,426,897	$	1,179,115	$	1,038,963
Mexico		18,716		24,346		20,046
Canada		14,188		11,538		12,157
Colombia		1,907		1,666		1,585
Total	$	1,461,708	$	1,216,665	$	1,072,751

(19)	Segment Reporting—continued

Net long-lived property and equipment assets by geographic area are presented in the table below (in thousands):

	Year Ended December 31,
	2018		2017
United States	$	284,321	$	245,070
Mexico		18,612		21,725
Canada		295		389
Colombia		6		11
Total	$	303,234	$	267,195

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Cash and Cash Equivalents

Basis of Presentation

(b)

Basis of Presentation

Our fiscal year consists of four quarters, each with thirteen weeks.

Use of Estimates

(c)

Use of Estimates

(d)

Cash and Cash Equivalents

Marketable Securities

(e)

Marketable Securities

Accounts Receivable

(f)

Accounts Receivable

Inventories

(g)

Inventories

At December 31, inventory consists of the following (in thousands):

	2018		2017
Raw materials and supplies	$	4,920	$	4,596
Finished goods		1,831		746
	$	6,751	$	5,342

Property and Equipment

(h)

Property and Equipment

Description		Life in Years
Transportation equipment		3 - 15
Other operating assets		3 - 15
Information technology equipment		3 - 5
Buildings and related assets		10 - 39

The amounts recorded for depreciation expense were $48.7 million, $41.0 million, and $29.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Intangible Assets

(i)

Intangible Assets

Our identifiable intangible assets as of December 31, 2018 and 2017 are as follows (in thousands):

	2018			2017
Indefinite Lived Intangibles:
Trademarks	$	2,500		$	2,500
Definite Lived Intangibles:
Agent and customer relationships		150,189			65,060
Customer contracts		20,600			20,600
Tradenames		2,000			—
Non-compete agreements		1,110			—
Less: accumulated amortization		(62,624	)		(56,901	)
Intangible assets, net	$	111,275		$	28,759
Total Identifiable Intangible Assets	$	113,775		$	31,259

Estimated amortization expense by year is as follows (in thousands):

2019	$	13,884
2020		12,982
2021		12,272
2022		10,761
2023		9,942
Thereafter		51,434
Total	$	111,275

The amounts recorded for amortization expense were $5.7 million, $6.0 million, and $7.5 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Fair Value of Financial Instruments

(1)	Summary of Significant Accounting Policies—continued

(j)

Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands):

Balance as of January 1, 2017	$	74,484
Business acquisitions		-
Balance as of December 31, 2017		74,484
Business acquisitions		70,668
Balance as of December 31, 2018	$	145,152

Long-Lived Assets

(k)

Long-Lived Assets

Contingent Consideration

(l)

Contingent Consideration

(1)	Summary of Significant Accounting Policies—continued

(m)Fair Value of Financial Instruments

Deferred Compensation

(n)

Deferred Compensation

Closing Costs

(1)	Summary of Significant Accounting Policies—continued

(o)

Closing Costs

Revenue Recognition

(p)

Revenue Recognition

See Note 3, Revenue Recognition, for more information on revenue recognition and the adoption of ASC 606.

Insurance & Claims

(1)	Summary of Significant Accounting Policies—continued

(q)

Insurance & Claims

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

Income Taxes

(s)

Income Taxes

Foreign Currency Translation

(t)

Foreign Currency Translation

Concentrations of Credit Risk

(1)	Summary of Significant Accounting Policies—continued

(u)

Segment Information

(v)

Concentrations of Credit Risk

Recent Accounting Pronouncements (Policies)

12 Months Ended

Dec. 31, 2018

Recent Accounting Pronouncements

(2)	Recent Accounting Pronouncements—continued

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Estimated Useful Lives of Assets

Schedule of Inventories

At December 31, inventory consists of the following (in thousands):

	2018		2017
Raw materials and supplies	$	4,920	$	4,596
Finished goods		1,831		746
	$	6,751	$	5,342

Description		Life in Years
Transportation equipment		3 - 15
Other operating assets		3 - 15
Information technology equipment		3 - 5
Buildings and related assets		10 - 39

Schedule of Identifiable Intangible Assets

Our identifiable intangible assets as of December 31, 2018 and 2017 are as follows (in thousands):

	2018			2017
Indefinite Lived Intangibles:
Trademarks	$	2,500		$	2,500
Definite Lived Intangibles:
Agent and customer relationships		150,189			65,060
Customer contracts		20,600			20,600
Tradenames		2,000			—
Non-compete agreements		1,110			—
Less: accumulated amortization		(62,624	)		(56,901	)
Intangible assets, net	$	111,275		$	28,759
Total Identifiable Intangible Assets	$	113,775		$	31,259

Estimated Amortization Expense by Year

Estimated amortization expense by year is as follows (in thousands):

2019	$	13,884
2020		12,982
2021		12,272
2022		10,761
2023		9,942
Thereafter		51,434
Total	$	111,275

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 are as follows (in thousands):

Balance as of January 1, 2017	$	74,484
Business acquisitions		-
Balance as of December 31, 2017		74,484
Business acquisitions		70,668
Balance as of December 31, 2018	$	145,152

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2018

Revenue Initial Application Period Cumulative Effect Transition [Line Items]

Contacts Balances Associated with Customers

The following table provides information related to contract balances associated with our contracts with customers (in thousands):

December

31, 2018

January

1, 2018

Prepaid expenses and other - contract assets

1,901

1,361

Accounting Standards Update 2014-09 [Member]

Revenue Initial Application Period Cumulative Effect Transition [Line Items]

Impact of Adoption of New Revenue Standard Requirements on Consolidated Statement of Income and Balance Sheet

The following table shows the amount by which financial statement lines were affected by the adoption of the new standard.

	Year Ended December 31, 2018
Consolidated Statement of Income	Under ASC 605		Adjustment		As Reported
Truckload services revenue	$	309,884	$	3,927	$	313,811
Brokerage services revenue		364,644		2,935		367,579
Intermodal services revenue		250,165		909		251,074
Dedicated services revenue		120,652		371		121,023
Purchased transportation and equipment rent expense		709,628		6,391		716,019
Commission expense		37,181		200		37,381
Income tax expense		16,826		385		17,211
Net income		51,012		1,166		52,178

	As of December 31, 2018
Consolidated Balance Sheet	Under ASC 605		Adjustment		As Reported
Prepaid expenses and other	$	17,929	$	1,901	$	19,830
Accounts payable		90,596		1,423		92,019
Income taxes payable		2,293		385		2,678
Retained earnings		230,359		1,166		231,525

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Summary of Preliminary Allocation of Purchase Price

The preliminary allocation of the purchase price in each transaction is as follows (in thousands):

	Container Connection			Specialized Rail			Southern Counties			Fore *
Current assets	$	6,458		$	4,130		$	5,359		$	6,077
Property and equipment		50			6,187			4,598			10,864
Goodwill		28,916			1,013			30,325			10,414
Intangible assets		35,099			5,342			35,690			12,108
Other assets		-			109			1,427			-
Current liabilities		(1,930	)		(2,419	)		(3,027	)		(1,234	)
Deferred tax liabilities, net		(7,892	)		(2,112	)		(8,690	)		(3,123	)
	$	60,701		$	12,250		$	65,682		$	35,106

* The purchase price allocation for Fore is considered final as of December 31, 2018.

Summary of Unaudited Pro Forma Results of Operations

	Pro Forma Twelve Month Ended
	December 31, 2018		December 31, 2017
Operating revenues	$	1,568,467	$	1,376,193
Income from operations	$	98,892	$	42,937
Net income	$	59,959	$	35,528
Earnings per common share:
Basic	$	2.11	$	1.25
Diluted	$	2.11	$	1.25

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2018

Investments Debt And Equity Securities [Abstract]

Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities

The following table sets forth market value, cost, and unrealized gains (losses) on equity securities at December 31 (in thousands):

	2018			2017
Fair value	$	9,333		$	15,144
Cost		11,143			10,231
Unrealized (losses) gains	$	(1,810	)	$	4,913

Schedule of Gross Unrealized Gains and Losses on Marketable Securities

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities at December 31 (in thousands):

		2018			2017
Gross unrealized gains	$	89		$	5,390
Gross unrealized losses		(1,899	)		(477	)
Net unrealized (losses) gains	$	(1,810	)	$	4,913

Summary of Net Realized Gains on Marketable Equity Securities

The following table shows the Company’s net realized gains on marketable equity securities (in thousands):

	2018		2017		2016
Realized gain
Sale proceeds	$	5,733	$	1,261	$	866
Cost of securities sold		5,229		338		454
Realized gain	$	504	$	923	$	412

Realized gain, net of taxes	$	379	$	537	$	253

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2018

Receivables [Abstract]

Summary of Activity in Allowance for Doubtful Accounts

Following is a summary of the activity in the allowance for doubtful accounts for the years ended December 31 (in thousands):

	2018			2017			2016
Balance at beginning of year	$	1,330		$	1,613		$	5,173
Provision for doubtful accounts		924			1,533			3,099
Acquisition of businesses		253			-			-
Uncollectible accounts written off		(735	)		(1,816	)		(6,659	)
Balance at end of year	$	1,772		$	1,330		$	1,613

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment at December 31 consists of the following (in thousands):

	2018			2017
Transportation equipment	$	267,094		$	236,667
Land, buildings and related assets		128,805			102,977
Other operating assets		104,559			105,434
Information technology equipment		26,135			23,985
Construction in process		7,960			3,903
		534,553			472,966
Less accumulated depreciation		(231,319	)		(205,771	)
Total	$	303,234		$	267,195

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Payables And Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following items at December 31 (in thousands):

	2018		2017
Payroll related items	$	11,476	$	9,854
Driver escrow liabilities		3,923		3,785
Commissions, taxes and other		9,727		10,490
Total	$	25,126	$	24,129

Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Details of Debt

Debt is comprised of the following (in thousands):

	Interest Rates at	December 31,
	December 31, 2018	2018			2017
Outstanding Debt:
Credit and Security Agreement (1)
Term Loan	4.27%	$	150,000		$	—
Revolver	4.27%		80,588			—
Equipment Financing (2)	3.18% to 5.13%		126,162			112,205
Real Estate Financing (3)	4.77%		45,864			44,309
Margin Facility (4)	3.62%		541			—
Debt paid upon refinancing
ABL Revolver	NA		—			70,225
Westport Term Loan	NA		—			22,500
Unamortized debt issuance costs			(2,703	)		(1,261	)
			400,452			247,978
Less current portion of long-term debt			51,903			40,870
Total long-term debt, net of current portion		$	348,549		$	207,108

(9)	Debt—continued

Summary of Maturities of Principal Repayment Obligations

The following table reflects the maturities of our principal repayment obligations as of December 31, 2018 (in thousands):

Years Ending December 31	Term		Revolver		Equipment Financing		Real Estate Financing		Margin Facility		Total
2019	$	7,500	$	—	$	38,556	$	5,893	$	541	$	52,490
2020		11,250		—		40,104		5,893		—		57,247
2021		11,250		—		24,280		5,893		—		41,423
2022		15,000		—		16,576		5,892		—		37,468
2023		105,000		80,588		6,646		5,892		—		198,126
Thereafter		—		—		—		16,401		—		16,401
Total	$	150,000	$	80,588	$	126,162	$	45,864	$	541	$	403,155

Fair Value Measurement and Disclosures (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value on Recurring Basis

	December 31, 2018
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Marketable securities	$	9,333	$	—	$	—	$	9,333
Interest rate swaps		—		392		—		392
Total Assets	$	9,333	$	392	$	—	$	9,725

	December 31, 2017
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	75	$	—	$	—	$	75
Marketable securities		15,144		—		—	$	15,144
Interest rate swaps		—		260		—		260
Total Assets	$	15,219	$	260	$	—	$	15,479

Summary of Carrying Values and Estimated Fair Values of Promissory Notes

The carrying values and estimated fair values of these promissory notes at December 31, 2018 is summarized as follows:

2018

Carrying Value

Estimated Fair

Value

Equipment promissory notes

126,162

125,214

Transactions with Affiliates (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Amounts Charged to UTSI

Following is a schedule of cost incurred and included in operating expenses for services provided by affiliates for the years ended December 31 (in thousands):

	2018		2017		2016
Administrative support services	$	3,094	$	2,771	$	2,638
Truck fuel, tolls and maintenance		2,428		2,652		2,656
Real estate rent and related costs		14,295		17,046		17,174
Insurance and employee benefit plans		57,370		55,995		44,548
Contracted transportation services		1,240		35		233
Total	$	78,427	$	78,499	$	67,249

Schedule of Services Provided to Affiliates

Following is a schedule of services provided to CenTra and affiliates for the years ended December 31 (in thousands):

	2018		2017		2016
Purchased transportation and equipment rent	$	900	$	1,100	$	1,090
Total	$	900	$	1,100	$	1,090

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Summary of Income (Loss) Related to U.S. and Non-U.S. Operations

A summary of income (loss) related to U.S. and non-U.S. operations are as follows (in thousands):

	Year Ended December 31,
	2018			2017			2016
Operations
U.S. Domestic	$	71,441		$	28,360		$	40,172
Foreign		(2,052	)		(11,219	)		(767	)
Total pre-tax income	$	69,389		$	17,141		$	39,405

Provision (Benefit) for Income Taxes Attributable to Income from Continuing Operations

The provision (benefit) for income taxes attributable to income from continuing operations for the years ended December 31 consists of the following (in thousands):

	2018			2017			2016
Current:
U.S. Federal	$	7,266		$	5,394		$	7,432
State		3,556			2,227			748
Foreign		427			688			284
		11,249			8,309			8,464
Deferred:
U.S. Federal		5,873			(14,264	)		6,521
State		(855	)		(1,113	)		140
Foreign		944			(3,944	)		36
		5,962			(19,321	)		6,697
Total	$	17,211		$	(11,012	)	$	15,161

Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities at December 31 consist of the following (in thousands):

	2018			2017
Domestic deferred tax assets:
Allowance for doubtful accounts	$	425		$	323
Other assets		4,561			2,694
Accrued expenses		4,982			6,622
Total domestic deferred tax assets	$	9,968		$	9,639
Domestic deferred tax liabilities:
Prepaid expenses	$	696		$	1,002
Marketable securities		1,004			1,153
Intangible assets		25,907			7,894
Property and equipment		41,589			31,951
Total domestic deferred tax liabilities	$	69,196		$	42,000
Net domestic deferred tax liabilities	$	59,228		$	32,361
Foreign deferred tax assets
Net operating losses	$	3,499		$	3,636
Other assets		927			928
Valuation allowance - foreign		(1,877	)		(410	)
Total foreign deferred tax asset	$	2,549		$	4,154
Net deferred tax liability	$	56,679		$	28,207

Income Tax Expense Attributable to Income from Continuing Operations Differs from Statutory Rates

(12)	Income Taxes—continued

Income tax expense attributable to income from continuing operations differs from the statutory rates as follows:

	2018			2017			2016
Federal statutory rate		21	%		35	%		35	%
Change in tax law		0	%		-106	%		0	%
Non-deductible expense		0	%		2	%		0	%
State, net of federal benefit		3	%		4	%		2	%
Foreign		2	%		1	%		1	%
Other		-1	%		0	%		0	%
Effective tax rate		25	%		-64	%		38	%

Changes in Company's Gross Unrecognized Tax Benefits

The changes in our gross unrecognized tax benefits during the years ended December 31 are as follows (in thousands):

	2018			2017			2016
Unrecognized tax benefit – beginning of year	$	367		$	416		$	333
Increases related to prior year tax positions		26			22			24
Increases related to current year tax positions		30			9			95
Decreases related to prior year tax positions		(92	)		(80	)		(36	)
Unrecognized tax benefit – end of year	$	331		$	367		$	416

Leases (Tables)

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Schedule Of Future Minimum Rental Payments For Operating Leases Table Text Block

Future minimum rental payments pursuant to leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2018 are as follows (in thousands):

Years Ending December 31	With Affiliates		With Third Parties		Total
2019	$	9,357	$	12,614	$	21,971
2020		6,556		6,749		13,305
2021		5,408		2,742		8,150
2022		3,919		109		4,028
2023		3,592		—		3,592
Thereafter		8,331		—		8,331
Total required payments	$	37,163	$	22,214	$	59,377

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Status of Nonvested Shares

A summary of the status of our non-vested shares as of December 31, 2018, and changes during the year ended December 31, 2018, is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2017		31,250		$	16.63
Granted		—		$	—
Vested		(23,750	)	$	17.41
Forfeited		—		$	—
Balance at December 31, 2018		7,500		$	14.15

Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Financial Data

	2018
	1^st quarter		2^nd quarter		3^rd quarter		4^th quarter
	(in thousands, except per share information)
Operating revenue	$	335,113	$	365,925	$	374,292	$	386,378
Operating income		17,104		26,252		22,530		17,908
Income before income taxes		14,156		23,634		19,973		11,626
Income tax expense		3,722		5,965		4,918		2,606
Net income	$	10,434	$	17,669	$	15,055	$	9,020
Earnings per common share:
Basic	$	0.37	$	0.62	$	0.53	$	0.32
Diluted	$	0.37	$	0.62	$	0.53	$	0.32
Weighted average number of common shares outstanding:
Basic		28,386		28,395		28,382		28,370
Diluted		28,393		28,402		28,392		28,374

	2017
	1^st quarter		2^nd quarter		3^rd quarter			4^th quarter
	(in thousands, except per share information)
Operating revenue	$	284,442	$	305,199	$	313,001		$	314,023
Operating income (loss)		9,169		6,417		(3,484	)		13,112
Income (loss) before income taxes		7,001		4,400		(5,271	)		11,011
Income tax (benefit) expense		2,683		1,661		(1,966	)		(13,390	)
Net income (loss)	$	4,318	$	2,739	$	(3,305	)	$	24,401
Earnings per common share:
Basic	$	0.15	$	0.10	$	(0.12	)	$	0.86
Diluted	$	0.15	$	0.10	$	(0.12	)	$	0.86
Weighted average number of common shares outstanding:
Basic		28,435		28,443		28,441			28,382
Diluted		28,435		28,443		28,444			28,390

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Summary of Company's Reportable Segment Information

The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2018, 2017 and 2016 (in thousands):

2018	Transportation			Logistics			Other			Total
Operating revenues	$	949,242		$	510,918		$	1,548		$	1,461,708
Eliminated inter-segment revenues		(1,673	)		(12,451	)		—			(14,124	)
Depreciation and amortization		27,128			26,125			1,172			54,425
Income from operations		51,634			31,136			1,024			83,794
Capital expenditures		32,267			33,312			1,006			66,585
Total assets		525,906			298,455			18,786			843,147

2017	Transportation			Logistics			Other			Total
Operating revenues	$	750,302		$	465,070		$	1,293		$	1,216,665
Eliminated inter-segment revenues		(1,064	)		(8,095	)		—			(9,159	)
Depreciation and amortization		17,661			29,136			198			46,995
Income from operations		14,512			10,597			105			25,214
Capital expenditures		12,330			50,597			433			63,360
Total assets		291,736			293,773			25,083			610,592

2016	Transportation			Logistics			Other			Total
Operating revenues	$	656,496		$	414,948		$	1,307		$	1,072,751
Eliminated inter-segment revenues		(1,896	)		(7,482	)		—			(9,378	)
Depreciation and amortization		13,459			23,064			179			36,702
Income from operations		22,399			27,653			(3,472	)		46,580
Capital expenditures		9,464			91,045			500			101,009
Total assets		252,164			292,227			26,066			570,457

Revenues Attributed to Geographic Areas

Revenues attributed to geographic areas are as follows (in thousands):

	Year Ended December 31,
	2018		2017		2016
United States	$	1,426,897	$	1,179,115	$	1,038,963
Mexico		18,716		24,346		20,046
Canada		14,188		11,538		12,157
Colombia		1,907		1,666		1,585
Total	$	1,461,708	$	1,216,665	$	1,072,751

Net Long-Lived Property and Equipment Assets by Geographic Areas

Net long-lived property and equipment assets by geographic area are presented in the table below (in thousands):

	Year Ended December 31,
	2018		2017
United States	$	284,321	$	245,070
Mexico		18,612		21,725
Canada		295		389
Colombia		6		11
Total	$	303,234	$	267,195

Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Raw materials and supplies	$ 4,920	$ 4,596
Finished goods	1,831	746
Inventory, Net	$ 6,751	$ 5,342

Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2018
Minimum [Member] \| Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum [Member] \| Other Operating Assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum [Member] \| Information Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum [Member] \| Buildings and Related Assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	10 years
Maximum [Member] \| Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	15 years
Maximum [Member] \| Other Operating Assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	15 years
Maximum [Member] \| Information Technology Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Maximum [Member] \| Buildings and Related Assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	39 years

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended	12 Months Ended
	Sep. 29, 2018 USD ($)	Dec. 31, 2018 USD ($) Segment	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Accounting Policies [Line Items]
Depreciation expense		$ 48,700,000	$ 41,000,000	$ 29,200,000
Amounts recorded for amortization expense		5,700,000	6,000,000	7,500,000
Goodwill impairment loss recognized	$ 0
Goodwill		$ 145,152,000	74,484,000	74,484,000
Deferred compensation bonus annual installments		5 years
Fuel surcharges		$ 85,100,000	$ 59,500,000	$ 50,900,000
Number of reportable segments \| Segment		2
Customer Concentration Risk [Member] \| Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of revenues from major customers		36.00%	40.00%	43.00%
General Motors [Member] \| Customer Concentration Risk [Member] \| Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of revenues from major customers		13.00%	16.00%	18.00%
Top Ten Customers [Member] \| Customer Concentration Risk [Member] \| Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of revenues from major customers		39.00%
Transportation [Member]
Accounting Policies [Line Items]
Goodwill		$ 88,900,000	$ 18,200,000
Logistics [Member]
Accounting Policies [Line Items]
Goodwill		$ 56,300,000	$ 56,300,000
Minimum [Member]
Accounting Policies [Line Items]
Estimated useful lives		3 years
Maximum [Member]
Accounting Policies [Line Items]
Estimated useful lives		19 years

Summary of Significant Accounting Policies - Schedule of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (62,624)	$ (56,901)
Intangible assets, net	111,275	28,759
Total Identifiable Intangible Assets	113,775	31,259
Agent and Customer Relationships [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	150,189	65,060
Customer Contracts [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	20,600	20,600
Tradenames [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	2,000
Non-compete Agreements [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	1,110
Trademarks [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Indefinite lived intangible assets excluding goodwill	$ 2,500	$ 2,500

Summary of Significant Accounting Policies - Estimated Amortization Expense by Year (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
2019	$ 13,884
2020	12,982
2021	12,272
2022	10,761
2023	9,942
Thereafter	51,434
Intangible assets, net	$ 111,275	$ 28,759

Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Cumulative adjustment to retained earnings	$ 231,525		$ 186,226
Disclose of operating lease obligations	$ 59,400
ASU 2016-01 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Reclassification of accumulated changes in fair market value from accumulated other comprehensive income to retained earnings		$ 3,800
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] \| ASU 2014-09 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Cumulative adjustment to retained earnings		$ 200

Revenue Recognition - Aditional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Revenue Recognition Multiple Deliverable Arrangements [Line Items]
Cumulative adjustment to retained earnings	$ 231,525		$ 186,226
Payment receivable obligation term for completion of transportation services.	45 days
Payment receivable obligation for completion of value added services	65 days
Maximum [Member]
Revenue Recognition Multiple Deliverable Arrangements [Line Items]
Transportation services term	1 year
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] \| Accounting Standards Update 2014-09 [Member]
Revenue Recognition Multiple Deliverable Arrangements [Line Items]
Cumulative adjustment to retained earnings		$ 200

Revenue Recognition - Impact of Adoption of New Revenue Standard Requirements on Consolidated Statement of Income and Balance Sheet (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 29, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jul. 01, 2017	Apr. 01, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Truckload services revenue									$ 313,811	$ 302,914	$ 281,213
Brokerage services revenue									367,579	278,187	219,898
Intermodal services revenue									251,074	153,726	143,004
Dedicated services revenue									121,023	93,505	95,332
Purchased transportation and equipment rent expense									716,019
Commission expense									37,381	33,213	32,350
Income tax expense	$ 2,606	$ 4,918	$ 5,965	$ 3,722	$ (13,390)	$ (1,966)	$ 1,661	$ 2,683	17,211	(11,012)	15,161
Net income	9,020	$ 15,055	$ 17,669	$ 10,434	24,401	$ (3,305)	$ 2,739	$ 4,318	52,178	28,153	$ 24,244
Prepaid expenses and other	19,830				16,103				19,830	16,103
Accounts payable	92,019				84,380				92,019	84,380
Income taxes payable	2,678								2,678
Retained earnings	231,525				$ 186,226				231,525	$ 186,226
Under ASC 605 [Member] \| Accounting Standards Update 2014-09 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Truckload services revenue									309,884
Brokerage services revenue									364,644
Intermodal services revenue									250,165
Dedicated services revenue									120,652
Purchased transportation and equipment rent expense									709,628
Commission expense									37,181
Income tax expense									16,826
Net income									51,012
Prepaid expenses and other	17,929								17,929
Accounts payable	90,596								90,596
Income taxes payable	2,293								2,293
Retained earnings	230,359								230,359
Adjustment [Member] \| Accounting Standards Update 2014-09 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Truckload services revenue									3,927
Brokerage services revenue									2,935
Intermodal services revenue									909
Dedicated services revenue									371
Purchased transportation and equipment rent expense									6,391
Commission expense									200
Income tax expense									385
Net income									1,166
Prepaid expenses and other	1,901								1,901
Accounts payable	1,423								1,423
Income taxes payable	385								385
Retained earnings	$ 1,166								$ 1,166

Acquisitions - Additional Information (Detail) $ in Thousands					12 Months Ended
	Dec. 07, 2018 USD ($)	Oct. 12, 2018 USD ($) Tractor	Aug. 10, 2018 USD ($)	Feb. 01, 2018 USD ($) a	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Total cash purchase price					$ 173,599
Operating income of the acquired companies					5,100
Actual revenue of the acquired companies					$ 70,900
Deco Logistics and Oaktree Logistics [Member]
Business Acquisition [Line Items]
Date of acquisition	Dec. 07, 2018
Total cash purchase price	$ 60,700
Transaction related costs incurred in acquisition	$ 400
Specialized Rail Service [Member]
Business Acquisition [Line Items]
Date of acquisition		Oct. 12, 2018
Total cash purchase price		$ 12,300
Transaction related costs incurred in acquisition		$ 300
Number of tractors in operating fleet \| Tractor		140
Southern Counties [Member]
Business Acquisition [Line Items]
Date of acquisition			Aug. 10, 2018
Total cash purchase price			$ 65,700
Transaction related costs incurred in acquisition			$ 600
Fore [Member]
Business Acquisition [Line Items]
Date of acquisition				Feb. 01, 2018
Total cash purchase price				$ 35,100
Transaction related costs incurred in acquisition				$ 200
Area of land \| a				28
Southern Counties and Fore Acquisition [Member] \| Non-competition Agreement [Member]
Business Acquisition [Line Items]
Intangible assets amortization period					5 years
Southern Counties and Fore Acquisition [Member] \| Minimum [Member] \| Customer Relationships
Business Acquisition [Line Items]
Intangible assets amortization period					7 years
Southern Counties and Fore Acquisition [Member] \| Maximum [Member] \| Customer Relationships
Business Acquisition [Line Items]
Intangible assets amortization period					12 years
Container Connection, Specialized Rail, Southern Counties and Fore Acquisition \| Tradenames [Member]
Business Acquisition [Line Items]
Intangible assets amortization period					3 years

Acquisitions - Summary of Preliminary Allocation of Purchase Price (Detail) - USD ($)
$ in Thousands

Dec. 31, 2018

Dec. 07, 2018

Oct. 12, 2018

Aug. 10, 2018

Feb. 01, 2018

Dec. 31, 2017

Dec. 31, 2016

Container Connection [Member]

$ 145,152

$ 74,484

$ 6,458

28,916

Intangible assets

35,099

Current liabilities

(1,930)

(7,892)

Specialized Rail [Member]

$ 60,701

$ 4,130

6,187

1,013

5,342

109

(2,419)

(2,112)

Southern Counties [Member]

$ 12,250

$ 5,359

4,598

30,325

35,690

1,427

(3,027)

(8,690)

$ 65,682

Fore [Member]

^[1]

$ 6,077

^[1]

10,864

^[1]

10,414

Intangible assets

^[1]

12,108

Current liabilities

^[1]

(1,234)

^[1]

(3,123)

^[1]

$ 35,106

[1]	The purchase price allocation for Fore is considered final as of December 31, 2018.

Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Business Combinations [Abstract]
Operating revenues	$ 1,568,467	$ 1,376,193
Income from operations	98,892	42,937
Net income	$ 59,959	$ 35,528
Earnings per common share:
Basic	$ 2.11	$ 1.25
Diluted	$ 2.11	$ 1.25

Marketable Securities - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Schedule Of Available For Sale Securities [Line Items]
Other-than-temporary impairment, net of cost		$ 424,000
Other Nonoperating Income (Expense)
Schedule Of Available For Sale Securities [Line Items]
Net unrealized pre-tax (loss) in market value	$ (1,810,000)

Marketable Securities - Summary of Net Realized Gains on Marketable Equity Securities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Realized gain
Sale proceeds	$ 5,733	$ 1,261	$ 866
Cost of securities sold	5,229	338	454
Realized gain	504	923	412
Realized gain, net of taxes	$ 379	$ 537	$ 253

Accounts Receivable - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Balance at beginning of year	$ 1,330	$ 1,613	$ 5,173
Provision for doubtful accounts	924	1,533	3,099
Acquisition of businesses	253	0	0
Uncollectible accounts written off	(735)	(1,816)	(6,659)
Balance at end of year	$ 1,772	$ 1,330	$ 1,613

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment	$ 534,553	$ 472,966
Less accumulated depreciation	(231,319)	(205,771)
Total	303,234	267,195
Transportation equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	267,094	236,667
Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	128,805	102,977
Other operating assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	104,559	105,434
Information technology equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	26,135	23,985
Construction in process [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 7,960	$ 3,903

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Payables And Accruals [Abstract]
Payroll related items	$ 11,476	$ 9,854
Driver escrow liabilities	3,923	3,785
Commissions, taxes and other	9,727	10,490
Total	$ 25,126	$ 24,129

Debt - Details of Debt (Detail) - USD ($)
$ in Thousands

Dec. 31, 2018

Dec. 31, 2017

Unamortized debt issuance costs

^[1]

$ 541

(2,703)

$ (1,261)

Less current portion of long-term debt

400,452

247,978

51,903

40,870

Total long-term debt, net of current portion

$ 348,549

207,108

Credit and Security Agreement [Member]

^[1]

3.62%

Credit and Security Agreement [Member] | Term Loan [Member]

^[2]

4.27%

Credit and Security Agreement [Member] | Revolver [Member]

^[2]

$ 150,000

^[2]

$ 80,588

Equipment Financing [Member]

^[2]

4.27%

Equipment Financing [Member] | Minimum [Member]

^[3]

$ 126,162

112,205

Equipment Financing [Member] | Maximum [Member]

^[3]

3.18%

Real Estate Financing [Member]

^[3]

5.13%

^[4]

$ 45,864

44,309

Debt Paid Upon Refinancing | Westport Term Loan [Member]

^[4]

4.77%

Debt Paid Upon Refinancing | ABL Revolver [Member]

22,500

$ 70,225

[1]	The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2018 and 2017, the maximum available borrowings under the line of credit were $5.0 million and $8.9 million, respectively.
[2]	The Credit and Security Agreement (the “Credit Agreement”) provides for maximum borrowings of $350 million in the form of a $150 million term loan and a $200 million revolver. Term loan proceeds were advanced on November 27, 2018 and mature on November 26, 2023. The term loan will be repaid in consecutive quarterly installments, as defined in the Credit Agreement, commencing March 31, 2019, with the remaining balance due at maturity. Borrowings under the revolving credit facility may be made until and mature on November 26, 2023. At closing, proceeds from the Credit Agreement were used to pay off certain existing indebtedness and to pay fees and expenses associated with the Credit Agreement. Borrowings under the Credit Agreement bear interest at LIBOR or a base rate, plus an applicable margin for each based the Company’s leverage ratio. The Credit Agreement is secured by a first priority pledge of the capital stock of applicable subsidiaries, as well as first priority perfected security interest in cash, deposits, accounts receivable, and selected other assets of the applicable borrowers. The Credit Agreement includes customary affirmative and negative covenants and events of default, as well as financial covenants requiring minimum fixed charge coverage and leverage ratios, and customary mandatory prepayments provisions. At December 31, 2018, we were in compliance with all covenants under the facility, and $119.4 million was available for borrowing on the revolver.
[3]	The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 5.13%. At December 31, 2018, we were in compliance with all covenants.
[4]	The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2018, we were in compliance with all covenants.

Debt - Details of Debt (Parenthetical) (Detail)

12 Months Ended

Dec. 31, 2018

USD ($)

Installment

Dec. 31, 2017

USD ($)

Credit and Security Agreement [Member]

LIBOR rate plus 2.25%

Credit facility, borrowing capacity

$ 350,000,000

Credit facility available for borrowings

119,400,000

Credit and Security Agreement [Member] | Term Loan [Member]

Term loan, payment commencement date

Term loan, face amount

$ 150,000,000

Term loan, maturity date

Nov. 26, 2023

Mar. 31, 2019

Credit and Security Agreement [Member] | Revolver [Member]

Credit facility, borrowing capacity

$ 200,000,000

Credit facility, expiration date

Nov. 26, 2023

Equipment Financing [Member]

Number of installments | Installment

Frequency of installments

monthly

Equipment Financing [Member] | Minimum [Member]

Equipment Financing [Member] | Maximum [Member]

^[1]

3.18%

Real Estate Financing [Member] | Secured Debt

^[1]

5.13%

Debt instrument payable number of monthly installments | Installment

LIBOR plus 2.25%

120

Real Estate Financing [Member] | Secured Debt | LIBOR [Member]

Interest rate above variable base rate

2.25%

Margin Facility [Member]

Credit facility available for borrowings

$ 5,000,000

$ 8,900,000

Margin Facility [Member] | LIBOR [Member]

LIBOR plus 1.10%

Interest rate above variable base rate

1.10%

[1]

The Equipment Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance transportation equipment. The equipment notes, which are secured by liens on selected titled vehicles, include certain affirmative and negative covenants and are generally payable in 60 monthly installments and bear interest at fixed rates ranging from 3.18% to 5.13%. At December 31, 2018, we were in compliance with all covenants.

Debt - Summary of Maturities of Principal Repayment Obligations (Detail) $ in Thousands	Dec. 31, 2018 USD ($)
Debt Maturities [Line Items]
2019	$ 52,490
2020	57,247
2021	41,423
2022	37,468
2023	198,126
Thereafter	16,401
Total	403,155
Equipment Financing [Member]
Debt Maturities [Line Items]
2019	38,556
2020	40,104
2021	24,280
2022	16,576
2023	6,646
Total	126,162
Real Estate Financing [Member]
Debt Maturities [Line Items]
2019	5,893
2020	5,893
2021	5,893
2022	5,892
2023	5,892
Thereafter	16,401
Total	45,864
Margin Facility [Member]
Debt Maturities [Line Items]
2019	541
Total	541
Revolver [Member]
Debt Maturities [Line Items]
2023	80,588
Total	80,588
Term Loan [Member]
Debt Maturities [Line Items]
2019	7,500
2020	11,250
2021	11,250
2022	15,000
2023	105,000
Total	$ 150,000

Debt - Additional Information (Detail)

12 Months Ended

Dec. 31, 2018

USD ($)

Agreement

Dec. 31, 2017

USD ($)

Number of swap agreements | Agreement

Notional amount

$ 15,700,000

Interest accrued percentage

LIBOR rate plus 2.25%

^[1]

3.62%

Swap A [Member]

Interest accrued percentage

Notional amount

$ 10,000,000

4.16%

Effective date

Oct. 31, 2016

Swap B [Member]

Interest accrued percentage

Notional amount

$ 5,700,000

3.83%

Effective date

Oct. 31, 2016

Interest Rate Swap C