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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, 2019 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

Marketable equity securities are measured at fair value, with changes in fair value recognized in net income. At December 31, 2019 and 2018, 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). See Note 5 “Marketable Securities” for further information on our portfolio.

(f)

Accounts Receivable

Accounts receivable are recorded at the net invoiced amount, net of an allowance for doubtful accounts, and do not bear interest. They include 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.

(1)	Summary of Significant Accounting Policies—continued

(g)

Inventories

Included in prepaid expenses and other is inventory used in a portion of our value-added service operations. Inventories are stated at 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):

	2019		2018
Finished goods	$	5,776	$	4,920
Raw materials and supplies		1,387		1,831
Total	$	7,163	$	6,751

(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 $59.0 million, $48.7 million, and $41.0 million for the years ended December 31, 2019, 2018 and 2017, 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, 2019 and 2018 are as follows (in thousands):

	2019						2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite Lived Intangibles:
Agent and customer relationships	$	164,657	$	55,880	$	108,777	$	150,189	$	41,947	$	108,242
Customer contracts		20,600		20,600		—		20,600		20,600		—
Tradenames		4,000		1,333		2,667		2,000		—		2,000
Non-compete agreements		2,720		553		2,167		1,110		77		1,033
Indefinite Lived Intangibles:
Trademarks		2,500		—		2,500		2,500		—		2,500
Total Identifiable Intangible Assets	$	194,477	$	78,366	$	116,111	$	176,399	$	62,624	$	113,775

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

2020	$	16,137
2021		14,604
2022		12,190
2023		11,313
2024		10,285
Thereafter		49,082
Total	$	113,611

The amounts recorded for amortization expense were $15.7 million, $5.7 million, and $6.0 million for the years ended December 31, 2019, 2018 and 2017, 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 2019, 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, 2019 and 2018 are as follows (in thousands):

Balance as of January 1, 2018	$	74,484
Business acquisitions		70,668
Balance as of December 31, 2018		145,152
Business acquisitions		16,520
Purchase accounting adjustments		6,779
Balance as of December 31, 2019	$	168,451

During 2019, the Company made purchase accounting adjustments to the preliminary purchase price allocations of the Company’s December 7, 2018 acquisition of Deco Logistics, Inc., d/b/a Container Connection, and Oaktree Logistics, Inc., October 12, 2018 acquisition of Specialized Rail Service, Inc. and August 10, 2018 acquisition of Southern Counties Express, Inc. The adjustments resulted in an increase in goodwill of $6.8 million, $1.3 million in current liabilities, and $1.2 million in deferred tax liabilities, with offsetting decreases in intangible assets of $3.6 million, $3.4 million in property and equipment, $1.2 million in other assets and $0.1 million in current assets. The Company also paid an additional $1.0 million in cash.

At December 31, 2019 and 2018, $112.2 million and $88.9 million of goodwill was recorded in our transportation segment, respectively. At both December 31, 2019 and 2018, $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 or 2019 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.

(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

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 $89.6 million, $85.1 million and $59.5 million for the years ended December 31, 2019, 2018 and 2017, respectively, are included in operating revenues.

See Note 3, “Revenue Recognition,” for more information on revenue recognition.

(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 2016. 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 2015 and 2014, 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, retail and consumer goods, wind energy, building materials, machinery and metals industries. During the fiscal years ended December 31, 2019, 2018 and 2017, aggregate sales in the automotive industry totaled 27%, 36% and 40% of revenue, respectively. In 2019, 2018 and 2017, General Motors accounted for approximately 12%, 13% and 16% of our total operating revenues, respectively. In 2019, sales to our top 10 customers, including General Motors, totaled 39%.

Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2019

Recent Accounting Pronouncements

(2)	Recent Accounting Pronouncements

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases. The ASU requires 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 the underlying asset for the lease term. For leases with a term of 12 months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. 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 elected this transition method of applying the new lease standard on January 1, 2019. In doing so, we also elected the package of practical expedients provided under the guidance; however, we did not elect the hindsight practical expedient when determining the lease term for existing leases. 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. Upon adoption of the standard, we recorded offsetting lease assets and lease liabilities, resulting in an $88.8 million increase in total assets, a $26.0 million increase in total current liabilities and a $62.8 million increase in total long-term liabilities in our consolidated balance sheet. Subsequent to the adoption on January 1, 2019, the Company identified and recorded an additional ROU asset and corresponding lease liability of $5.0 million in the quarter ended June 30, 2019 and $2.5 million in the quarter ended December 31, 2019, respectively, as an out of period adjustment, although each lease was entered into prior to December 31, 2018. The amount of accrued rent as of adoption was not material. Prior period amounts were not adjusted and are reported under the accounting standards in effect for those periods. The adoption of the standard did not have a material impact on our results of operations or cash flows. See Note 13“Leases” for additional information pertaining to leases.

On January 1, 2019, the Company adopted 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. The adoption of this standard did not have a material impact on our financial condition, results of operations, or cash flows.

(2)	Recent Accounting Pronouncements - continued

In June 2016, the FASB issued ASU 2016-13, (“ASU 2016-13”), Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale debt securities and requires estimated credit losses to be recorded as allowances instead of reductions to amortized cost of the securities. The new standard will become effective for us beginning with the first quarter 2023, and is not expected to have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

Revenue Recognition

12 Months Ended

Dec. 31, 2019

Revenue Recognition [Abstract]

Revenue Recognition

(3)	Revenue Recognition

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. Our transportation services businesses include truckload, brokerage, intermodal and dedicated services. The adoption of ASU 2014-09 changed the timing of revenue recognition for transportation services from at delivery to over-time as the performance obligations on the in-transit services are completed. 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		143,977		371		144,348
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 both international and domestic containers between the port or railhead and the customer and drayage services.

(3)	Revenue Recognition—continued

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.

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.

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, 2019

December

31, 2018

Prepaid expenses and other - contract assets

1,156

1,901

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

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, 2019

Business Combinations [Abstract]

Acquisitions

(4)	Acquisitions

2019 Acquisitions

On November 5, 2019, the Company acquired Roadrunner Intermodal Services, LLC, Morgan Southern, Inc., Wando Trucking, LLC, and Central Cal Transportation, LLC (collectively, “Roadrunner Intermodal”) from Roadrunner Transportation Systems, Inc. Roadrunner Intermodal is a nationwide drayage provider, servicing major port and rail locations throughout the United States. The total cash purchase price was $54.9 million, subject to post-closing adjustments. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition, and is in the process of finalizing the purchase accounting for this transaction. Approximately $0.3 million of transaction related costs were incurred in the acquisition.

On April 22, 2019, the Company acquired Michael’s Cartage, Inc. (“Michael’s”). Headquartered in Bridgeview, Illinois, Michael’s provides intermodal drayage services to customers primarily within a 300-mile radius of the Chicagoland area. The total cash purchase price was $22.0 million, subject to post-closing adjustments. The Company used available cash and borrowings on its revolving credit facility to finance the acquisition, and is in the process of finalizing the purchase accounting for this transaction. Approximately $0.4 million of transaction related costs were incurred in the acquisition.

The Company accounted for the 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 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):

	Michael's			Roadrunner Intermodal
Current assets	$	4,474		$	16,002
Property and equipment		2,831			26,414
Goodwill		4,795			11,725
Intangible assets		9,000			12,668
Other assets		1,499			3,599
Current liabilities		(979	)		(11,315	)
Long-term liabilities		-			(2,439	)
Deferred tax liabilities, net		-			(3,280	)
	$	21,620		$	53,374

The intangible assets represent the acquired company’s customer relationships and non-competition agreements. The acquired customer relationships are being amortized over a period of 11 years and the non-competition agreements are being amortized over a period of five years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.

2018 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 $61.5 million. 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 $12.7 million. 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.

(4)	Acquisitions—continued

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 $65.4 million. 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.

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

	Container Connection			Specialized Rail			Southern Counties			Fore
Current assets	$	6,458		$	4,054		$	5,359		$	6,077
Property and equipment		50			2,710			4,598			10,864
Goodwill		31,699			4,130			31,204			10,414
Intangible assets		31,510			5,342			35,690			12,108
Other assets		-			109			262			-
Current liabilities		(1,102	)		(1,992	)		(3,027	)		(1,234	)
Deferred tax liabilities, net		(7,086	)		(1,676	)		(8,690	)		(3,123	)
	$	61,529		$	12,677		$	65,396		$	35,106

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.

(4)	Acquisitions—continued

The following unaudited pro forma results of operations present consolidated information of the Company as if the 2018 and 2019 Acquisitions were acquired on January 1, 2018 (in thousands, except per share data):

	Pro Forma Twelve Month Ended
	December 31, 2019		December 31, 2018
Operating revenues	$	1,624,219	$	1,731,702
Income from operations	$	65,013	$	103,085
Net income	$	36,036	$	60,697
Earnings per common share:
Basic	$	1.28	$	2.14
Diluted	$	1.28	$	2.14

The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired the 2018 and 2019 acquisitions on January 1, 2018. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis.

For the year ended December 31, 2019, actual revenue and operating income of the 2019 acquired companies was $32.1 million and $0.1 million, respectively. For the year ended December 31, 2018, actual revenue and operating income of the 2018 acquired companies was $70.9 million and $5.1 million, respectively.

Marketable Securities

12 Months Ended

Dec. 31, 2019

Investments Debt And Equity Securities [Abstract]

Marketable Securities

(5)	Marketable Securities

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

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

	2019		2018
Fair value	$	9,369	$	9,333
Cost		8,136		11,143
Unrealized gains (losses)	$	1,233	$	(1,810	)

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

		2019			2018
Gross unrealized gains	$	1,337		$	89
Gross unrealized losses		(104	)		(1,899	)
Net unrealized gains (losses)	$	1,233		$	(1,810	)

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

	2019		2018		2016
Realized gain
Sale proceeds	$	1,596	$	5,733	$	1,261
Cost of securities sold		1,289		5,229		338
Realized gain	$	307	$	504	$	923

Realized gain, net of taxes	$	230	$	379	$	1,516

During the years ended December 31, 2019 and 2018, our marketable equity securities portfolio experienced a net unrealized pre-tax gain (loss) in market value of approximately $1,233,000 and $(1,810,000), respectively, which were reported in other non-operating income (expense) for the period.

Accounts Receivable

12 Months Ended

Dec. 31, 2019

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 $29.1 million and $28.8 million at December 31, 2019 and 2018, 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):

	2019			2018			2017
Balance at beginning of year	$	1,772		$	1,330		$	1,613
Provision for doubtful accounts		3,133			924			1,533
Acquisition of businesses		350			253			-
Uncollectible accounts written off		(2,710	)		(735	)		(1,816	)
Balance at end of year	$	2,545		$	1,772		$	1,330

Property and Equipment

12 Months Ended

Dec. 31, 2019

Property Plant And Equipment [Abstract]

Property and Equipment

(7)	Property and Equipment

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

	2019			2018
Transportation equipment	$	333,899		$	267,094
Land, buildings and related assets		129,819			128,805
Other operating assets		116,191			104,559
Information technology equipment		29,880			26,135
Construction in process		96			7,960
Total property and equipment		609,885			534,553
Less accumulated depreciation		(270,062	)		(231,319	)
Total property and equipment, net	$	339,823		$	303,234

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2019

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):

	2019		2018
Payroll related items	$	14,390	$	11,476
Driver escrow liabilities		5,249		3,923
Legal settlements		6,948		—
Commissions, taxes and other		8,238		9,727
Total	$	34,825	$	25,126

Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt

(9)

Debt

Debt is comprised of the following (in thousands):

	Interest Rates at	December 31,
	December 31, 2019	2019			2018
Outstanding Debt:
Credit and Security Agreement (1)
Term Loan	3.26%	$	142,500		$	150,000
Revolver	3.26%		151,225			80,588
Equipment Financing (2)	3.09% to 5.13%		128,512			126,162
Real Estate Financing (3)	4.01%		37,492			45,864
Margin Facility (4)	2.86%		—			541
Unamortized debt issuance costs			(2,117	)		(2,703	)
			457,612			400,452
Less current portion of long-term debt			59,476			51,903
Total long-term debt, net of current portion		$	398,136		$	348,549

(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, 2019, we were in compliance with all covenants under the facility, and $48.8 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 3.09% to 5.13%. At December 31, 2019, 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, 2019, we were in compliance with all covenants.

(4) The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2019 and 2018, the maximum available borrowings under the line of credit were $4.8 million and $5.0 million, respectively.

The following table reflects the maturities of our principal repayment obligations as of December 31, 2019 (in thousands):

Years Ending December 31	Term		Revolver		Equipment Financing		Real Estate Financing		Margin Facility		Total
2020		11,250	$	—	$	43,301	$	5,511	$	—	$	60,062
2021		11,250		—		32,824		5,511		—		49,585
2022		15,000		—		26,603		5,511		—		47,114
2023		105,000		151,225		18,158		5,511		—		279,894
2024		—		—		7,598		5,512		—		13,110
Thereafter		—		—		28		9,936		—		9,964
Total	$	142,500	$	151,225	$	128,512	$	37,492	$	—	$	459,729

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 $15.5 million at December 31, 2019. Under the swap agreements, the Company receives interest at the one-month LIBOR rate plus 2.25%, and pays a fixed rate. The March 2016 swap (swap A) became effective October 2016, has a rate of 4.16% (amortizing notional amount of $10.0 million) and expires July 2026, and an additional March 2016 swap (swap B) became effective October 2016, has a rate of 3.83% (amortizing notional amount of $5.5 million) and expires May 2022. At December 31, 2019 and 2018, the fair value of the two swap agreements was a liability of $0.1 million and an asset of $0.4 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, 2019

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, 2019
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	18	$	—	$	—	$	18
Marketable securities		9,369		—		—		9,369
Total Assets	$	9,387	$	—	$	—	$	9,387

Liabilities
Interest rate swaps	$	—	$	137	$	—	$	137
Total Liabilities	$	—	$	137	$	—	$	137

	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

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

•

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

•

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

•

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

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

For our equipment promissory notes with fixed rates, the fair values are estimated using discounted cash flow analyses, based on our current incremental borrowing rates for similar types of borrowing arrangements. We categorize borrowings under this credit agreement as Level 2 in the fair value hierarchy. The carrying values and estimated fair values of these promissory notes at December 31, 2019 is summarized as follows:

2019

Carrying Value

Estimated Fair

Value

Equipment promissory notes

128,512

130,929

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, 2019

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):

	2019		2018		2017
Administrative support services	$	4,085	$	3,094	$	2,771
Truck fuel, tolls and maintenance		895		2,428		2,652
Real estate rent and related costs		11,794		14,295		17,046
Insurance and employee benefit plans		53,050		57,370		55,995
Contracted transportation services		65		1,240		35
Total	$	69,889	$	78,427	$	78,499

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 28 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, 2019 and 2018, amounts due to affiliates were $14.8 million and $17.8 million, respectively. In our Consolidated Balance Sheets, we record our insured claims liability and the related recovery from an affiliate insurance provider in insurance and claims, and other receivables. At December 31, 2019 and 2018, there were $9.9 million and $10.5 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. There were no such purchases made during 2019.

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):

	2019		2018		2017
Purchased transportation and equipment rent	$	1,636	$	900	$	1,100
Total	$	1,636	$	900	$	1,100

At December 31, 2019 and 2018, amounts due from affiliates were $1.7 million and $5.2 million, respectively.

(11)	Transactions with Affiliates—continued

During 2019, we also sold a vacant parcel of land to an affiliate for $2.5 million. The sales price was established by an independent third party appraisal. The Company’s basis in the land was $2.4 million, resulting in a gain of $0.1 million.

In August 2019, our Board of Directors authorized the repurchase of up to 600,000 shares of our common stock through a “Dutch auction” tender offer. Subject to certain limitations and legal requirements, we could repurchase up to an additional 2% of our outstanding shares. Following the expiration of the tender offer, we accepted 1,101,597 shares tendered through this offer for purchase at a final purchase price of $22.50 per share, for a total purchase price of approximately $24.8 million. The tender offer expired on September 13, 2019. The total amount of shares purchased in the tender offer includes 600,000 shares tendered by a director of the Company, Mr. Manuel J. Moroun, and 10,000 shares tendered by the Company’s Chief Financial Officer, Mr. Jude Beres. We used funds borrowed under our existing line of credit and from our available cash and cash equivalents to fund the purchase of the accepted shares.

Income Taxes

12 Months Ended

Dec. 31, 2019

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,
	2019		2018			2017
Operations
U.S. Domestic	$	50,102	$	71,441		$	28,360
Foreign		84		(2,052	)		(11,219	)
Total pre-tax income	$	50,186	$	69,389		$	17,141

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

	2019			2018			2017
Current:
U.S. Federal	$	2,772		$	7,266		$	5,394
State		2,450			3,556			2,227
Foreign		294			427			688
Total current		5,516			11,249			8,309
Deferred:
U.S. Federal		6,392			5,873			(14,264	)
State		(440	)		(855	)		(1,113	)
Foreign		1,132			944			(3,944	)
Total deferred		7,084			5,962			(19,321	)
Total	$	12,600		$	17,211		$	(11,012	)

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.

(12)	Income Taxes—continued

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

	2019			2018
Domestic deferred tax assets:
Allowance for doubtful accounts	$	602		$	425
Other assets		3,355			4,561
Accrued expenses		4,132			4,982
Total domestic deferred tax assets	$	8,089		$	9,968
Domestic deferred tax liabilities:
Prepaid expenses	$	782		$	696
Marketable securities		1,014			1,004
Intangible assets		20,578			25,907
Property and equipment		51,407			41,589
Total domestic deferred tax liabilities	$	73,781		$	69,196
Net domestic deferred tax liabilities	$	65,692		$	59,228
Foreign deferred tax assets
Net operating losses	$	3,543		$	3,499
Other assets		102			927
Valuation allowance - foreign		(2,185	)		(1,877	)
Total foreign deferred tax asset	$	1,460		$	2,549
Net deferred tax liability	$	64,232		$	56,679

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 $1.4 million as of December 31, 2019. 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, 2019, we also had foreign net operating loss carryforwards associated with our Canadian and German subsidiaries with a tax effect of $2.2 million. Based on the anticipated earnings projections, management has recorded a full valuation allowance for the deferred tax assets associated with these entities.

(12)	Income Taxes—continued

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

	2019			2018			2017
Federal statutory rate		21	%		21	%		35	%
Change in tax law		0	%		0	%		-106	%
Non-deductible expense		0	%		0	%		2	%
State, net of federal benefit		3	%		3	%		4	%
Foreign		2	%		2	%		1	%
Other		-1	%		-1	%		0	%
Effective tax rate		25	%		25	%		-64	%

As of December 31, 2019, 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, 2019, 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, 2019, 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):

	2019			2018			2017
Unrecognized tax benefit – beginning of year	$	331		$	367		$	416
Increases related to prior year tax positions		20			26			22
Increases related to current year tax positions		29			30			9
Decreases related to prior year tax positions		(101	)		(92	)		(80	)
Unrecognized tax benefit – end of year	$	279		$	331		$	367

Leases

12 Months Ended

Dec. 31, 2019

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.

On January 1, 2019, we adopted ASU 2016-02, Leases, which required us to recognize a right-of-use asset and a corresponding lease liability on our balance sheet for most leases classified as operating leases under previous guidance. Right-of-use assets represent our right to use an underlying asset over the lease term and lease liabilities represent the obligation to make lease payments resulting from the lease agreement. We recognize a right-of-use asset and a lease liability on the effective date of a lease agreement.

We initially record these assets and liabilities based on the present value of lease payments over the lease term using our incremental borrowing rate applicable to the leased asset or the implicit rate in the lease if it is readily determinable. Most of our leases did not provide a readily determinable implicit rate, and therefore we estimated our incremental borrowing rate based on information available at lease commencement. The incremental borrowing rate is defined as the rate of interest that we would have to pay to borrow, on a collateralized basis and over a similar term, an amount equal to the lease payments in a similar economic environment. We elected to utilize a portfolio approach and applied the rates to a portfolio of leases with similar underlying assets and terms. Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. ASU 2016-02 was adopted as of the effective date, and as such prior period amounts are reported under the accounting standards in effect for those periods (ASC 840).

(13)	Leases - continued

As of December 31, 2019, our obligations under operating lease arrangements primarily related to the rental of office space, warehouses, freight distribution centers, terminal yards and equipment. Our lease obligations typically do not include options to purchase the leased property, nor do they contain residual value guarantees or material restrictive covenants. Options to extend or terminate an agreement are included in the lease term when it becomes reasonably certain the option will be exercised. As of December 31, 2019, we were not reasonably certain of exercising any renewal or termination options, and as such, no adjustments were made to the right-of-use lease assets or corresponding liabilities.

We did not separate lease and nonlease components of contracts for purposes of determining the right-of use lease asset and corresponding liability. Variable lease components that do not depend on an index or a rate, and variable nonlease components were also not contemplated in the calculation of the right-of-use asset and corresponding liability. For facility leases, variable lease costs include the costs of common area maintenance, taxes, and insurance for which we pay the lessors an estimate that is adjusted to actual expense on a quarterly or annual basis depending on the underlying contract terms. For equipment leases, variable lease costs may include additional fees associated with using equipment in excess of estimated amounts. Leases with an initial term of 12 months or less, short-term leases, are not recorded on the balance sheet. Lease expense for short-term and long-term operating leases is recognized on a straight-line basis over the lease term.

The following table summarizes our lease costs for the year ended December 31, 2019 and related information (in thousands):

	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	10,611	$	23,464		$	34,075
Short-term lease cost		380		3,592			3,972
Variable lease cost		824		2,769			3,593
Sublease income		-		(2,760	)		(2,760	)
Total lease cost	$	11,815	$	27,065		$	38,880

The following table summarizes other lease related information as of and for the year ended December 31, 2019 (in thousands):

	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	11,628		$	21,530		$	33,158
Right-of-use asset change due to acquisition of new business	$	-		$	3,661		$	3,661
Right-of-use asset change due to lease termination	$	(15,533	)	$	-		$	(15,533	)
Right-of-use assets obtained in exchange for new operating lease liabilities	$	20,956		$	18,847		$	39,803
Weighted-average remaining lease term (in years)		6.9			4.1			5.1
Weighted-average discount rate		8.0	%		4.7	%		6.1	%

Future minimum lease payments under these operating leases as of December 31, 2019, are as follows (in thousands):

	With Affiliates		With Third Parties		Total
Year one	$	9,368	$	22,417	$	31,785
Year two		6,919		13,784		20,703
Year three		4,703		8,267		12,970
Year four		3,712		5,760		9,472
Year five		3,573		3,932		7,505
Thereafter		16,616		7,933		24,549
Total required lease payments	$	44,891	$	62,093	$	106,984
Less amounts representing interest						(17,826	)
Present value of lease liabilities					$	89,158

(13)	Leases – continued

Under ASC 840, future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:


Years Ending December 31	With Affiliates		With Third Parties		Total
2019	$	9,501	$	12,841	$	22,342
2020		6,604		10,456		17,060
2021		5,408		3,928		9,336
2022		3,919		1,331		5,250
2023		3,592		833		4,425
Thereafter		8,331		—		8,331
Total required payments	$	37,355	$	29,389	$	66,744

During 2019, the Company determined that the future minimum lease payment schedule included in the 2018 Annual Report on Form 10-K excluded certain lease commitments (see Note 2 “Recent Accounting Pronouncements”). The table understated our lease payments by $7.5 million in total ($0.4 million in 2019, $3.8 million in 2020, $1.2 million in 2021, $1.3 million in 2022, and $0.8 million in 2023). The table above has been revised to reflect the corrected amounts.

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

Retirement Plans

12 Months Ended

Dec. 31, 2019

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 $0.7 million, $0.6 million and $0.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

In connection with a collective bargaining agreement that covered 11 Canadian employees at December 31, 2019, we are required to make defined contributions into the Canada Wide Industrial Pension Plan. At December 31, 2019 and 2018, the required contributions totaled approximately $36,000 and $39,000, respectively.

Stock Based Compensation

12 Months Ended

Dec. 31, 2019

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

On February 20, 2019, the Company granted 44,500 shares of restricted stock to certain of its employees, including 12,000 shares to our former Chief Executive Officer and 10,000 shares to our Chief Financial Officer. The restricted stock grants have a grant date fair value of $23.56 per share, based on the closing price of the Company’s stock, and will vest in four equal increments on each February 20 in 2020, 2021, 2022 and 2023, in each case subject to continued employment with the Company.

(15)	Stock Based Compensation - continued

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, 2019, and changes during the year ended December 31, 2019, is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2018		7,500		$	14.15
Granted		44,500		$	23.56
Vested		(5,000	)	$	14.50
Forfeited		(5,000	)	$	23.56
Balance at December 31, 2019		42,000		$	22.96

During the years ended December 31, 2019, 2018 and 2017, the total grant date fair value of vested shares recognized as compensation cost was $73,000, $413,000, and $414,000, respectively. As of December 31, 2019, there was $1.0 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. That cost is expected to be recognized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize stock-based compensation expense of approximately $0.3 million in 2020, and $0.2 million in each year of 2021, 2022 and 2023.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

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.

The Company was plaintiff in a lawsuit 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 filed an appeal with the United States Court of Appeals for the Fifth Circuit to overturn the verdict and the judgment. On January 3, 2020, the appellate court upheld the verdict and the judgement against Universal. In connection with the ruling, the Company recorded a pre-tax charge to net income of $2.9 million in the fourth quarter of 2019. As of December 31, 2019, the $5.7 million judgement, plus $0.8 million of interest has been accrued. The Company expects to fund the judgement and accrued interest in the first quarter of 2020.

As previously disclosed, a predecessor to a subsidiary of the Company was a party to a legal proceeding captioned Denton v. UACL, et al. (the “Denton Litigation”). The Company resolved the Denton Litigation on September 24, 2019 (the “Final Denton Settlement”). Under the terms of the Final Denton Settlement, the Company agreed to pay plaintiffs $36.0 million in cash, exclusive of amounts previously paid, based on an opinion issued by the Appellate Court of Illinois First Judicial District on September 24, 2019 affirming the trial court judgment. In connection with the Final Denton Settlement, the Company recorded a pre-tax charge to net income of $24.8 million in the third quarter of 2019. On October 23, 2019, the Company funded the $36.0 million payment.

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

At December 31, 2019, approximately 29% of our employees in the United States, Canada and Colombia are subject to collective bargaining agreements that are renegotiated periodically, of which 21% are subject to contracts that expire in 2020. Of our employees in Mexico, 92% are subject to such collective bargaining agreements, and our contract expiring in 2020 is currently being negotiated.

Earnings Per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

(17)	Earnings Per Share

Basic earnings per common share amounts are based on the weighted average number of common shares outstanding, excluding outstanding non-vested restricted stock. Diluted earnings per common share include dilutive common stock equivalents determined by the treasury stock method. For the years ended December 31, 2019, 2018 and 2017, there were 910, 6,912 and 2,922 weighted average non-vested shares of restricted stock, respectively, included in the denominator for the calculation of diluted earnings per share.

For the year ended December 31, 2019 and 2017, 44,500 and 2,500 shares, respectively, were excluded from the calculation of diluted earnings per share because such shares were anti-dilutive. For the year ended December 31, 2018, no shares were excluded from the calculation of diluted earnings per share.

Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (unaudited)

(18)	Quarterly Financial Data (unaudited)

	2019
	1^st quarter		2^nd quarter		3^rd quarter			4^th quarter
	(in thousands, except per share information)
Operating revenue	$	377,406	$	383,175	$	375,486		$	375,931
Operating income		26,513		30,716		(7,352	)		15,503
Income before income taxes		23,097		26,714		(11,268	)		11,643
Income tax expense		5,800		6,742		(2,848	)		2,906
Net income	$	17,297	$	19,972	$	(8,420	)	$	8,737
Earnings per common share:
Basic	$	0.61	$	0.70	$	(0.30	)	$	0.32
Diluted	$	0.61	$	0.70	$	(0.30	)	$	0.32
Weighted average number of common shares outstanding:
Basic		28,380		28,383		28,263			27,282
Diluted		28,381		28,385		28,264			27,283

	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 (loss)		17,104		26,252		22,530		17,908
Income (loss) before income taxes		14,156		23,634		19,973		11,626
Income tax (benefit) expense		3,722		5,965		4,918		2,606
Net income (loss)	$	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

Segment Reporting

12 Months Ended

Dec. 31, 2019

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, 2019, 2018 and 2017 (in thousands):

2019	Transportation			Logistics			Other			Total
Operating revenues	$	1,013,548		$	497,315		$	1,135		$	1,511,998
Eliminated inter-segment revenues		(1,921	)		(835	)		—			(2,756	)
Depreciation and amortization		39,239			33,670			1,856			74,765
Income from operations		20,226			47,694			(2,540	)		65,380
Capital expenditures		18,830			58,547			2,376			79,753
Total assets		618,931			348,972			20,094			987,997

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

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,
	2019		2018		2017
United States	$	1,480,637	$	1,426,897	$	1,179,115
Mexico		16,100		18,716		24,346
Canada		13,552		14,188		11,538
Colombia		1,709		1,907		1,666
Total	$	1,511,998	$	1,461,708	$	1,216,665

(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,
	2019		2018
United States	$	319,348	$	284,321
Mexico		19,587		18,612
Canada		242		295
Colombia		646		6
Total	$	339,823	$	303,234

Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

(20)	Subsequent Events

On February 6, 2020, our Board of Directors declared the regular quarterly cash dividend of $0.105 per share of common stock, payable to shareholders of record at the close of business on March 2, 2020 and is expected to be paid on April 6, 2020. Declaration of future cash dividends is subject to final determination by the Board of Directors each quarter after its review of our financial condition, results of operations, capital requirements, any legal or contractual restrictions on the payment of dividends and other factors the Board of Directors deems relevant.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

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):

	2019		2018
Finished goods	$	5,776	$	4,920
Raw materials and supplies		1,387		1,831
Total	$	7,163	$	6,751

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 $59.0 million, $48.7 million, and $41.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Intangible Assets

(i)

Intangible Assets

Our identifiable intangible assets as of December 31, 2019 and 2018 are as follows (in thousands):

	2019						2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite Lived Intangibles:
Agent and customer relationships	$	164,657	$	55,880	$	108,777	$	150,189	$	41,947	$	108,242
Customer contracts		20,600		20,600		—		20,600		20,600		—
Tradenames		4,000		1,333		2,667		2,000		—		2,000
Non-compete agreements		2,720		553		2,167		1,110		77		1,033
Indefinite Lived Intangibles:
Trademarks		2,500		—		2,500		2,500		—		2,500
Total Identifiable Intangible Assets	$	194,477	$	78,366	$	116,111	$	176,399	$	62,624	$	113,775

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

2020	$	16,137
2021		14,604
2022		12,190
2023		11,313
2024		10,285
Thereafter		49,082
Total	$	113,611

The amounts recorded for amortization expense were $15.7 million, $5.7 million, and $6.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Goodwill

(j)

Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in thousands):

Balance as of January 1, 2018	$	74,484
Business acquisitions		70,668
Balance as of December 31, 2018		145,152
Business acquisitions		16,520
Purchase accounting adjustments		6,779
Balance as of December 31, 2019	$	168,451

Long-Lived Assets

(k)

Long-Lived Assets

Contingent Consideration

(l)

Contingent Consideration

Fair Value of Financial Instruments

(m)

Fair Value of Financial Instruments

Deferred Compensation

(n)

Deferred Compensation

Closing Costs

(o)

Closing Costs

Revenue Recognition

(p)

Revenue Recognition

See Note 3, “Revenue Recognition,” for more information on revenue recognition.

Insurance & Claims

(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

Segment Information

(u)

Segment Information

Concentrations of Credit Risk

(v)

Concentrations of Credit Risk

Recent Accounting Pronouncements (Policies)

12 Months Ended

Dec. 31, 2019

Recent Accounting Pronouncements

(2)	Recent Accounting Pronouncements - continued

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Estimated Useful Lives of Assets

Schedule of Inventories

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

	2019		2018
Finished goods	$	5,776	$	4,920
Raw materials and supplies		1,387		1,831
Total	$	7,163	$	6,751

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, 2019 and 2018 are as follows (in thousands):

	2019						2018
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite Lived Intangibles:
Agent and customer relationships	$	164,657	$	55,880	$	108,777	$	150,189	$	41,947	$	108,242
Customer contracts		20,600		20,600		—		20,600		20,600		—
Tradenames		4,000		1,333		2,667		2,000		—		2,000
Non-compete agreements		2,720		553		2,167		1,110		77		1,033
Indefinite Lived Intangibles:
Trademarks		2,500		—		2,500		2,500		—		2,500
Total Identifiable Intangible Assets	$	194,477	$	78,366	$	116,111	$	176,399	$	62,624	$	113,775

Estimated Amortization Expense by Year

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

2020	$	16,137
2021		14,604
2022		12,190
2023		11,313
2024		10,285
Thereafter		49,082
Total	$	113,611

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in thousands):

Balance as of January 1, 2018	$	74,484
Business acquisitions		70,668
Balance as of December 31, 2018		145,152
Business acquisitions		16,520
Purchase accounting adjustments		6,779
Balance as of December 31, 2019	$	168,451

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2019

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, 2019

December

31, 2018

Prepaid expenses and other - contract assets

1,156

1,901

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		143,977		371		144,348
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, 2019

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):

	Michael's			Roadrunner Intermodal
Current assets	$	4,474		$	16,002
Property and equipment		2,831			26,414
Goodwill		4,795			11,725
Intangible assets		9,000			12,668
Other assets		1,499			3,599
Current liabilities		(979	)		(11,315	)
Long-term liabilities		-			(2,439	)
Deferred tax liabilities, net		-			(3,280	)
	$	21,620		$	53,374

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

	Container Connection			Specialized Rail			Southern Counties			Fore
Current assets	$	6,458		$	4,054		$	5,359		$	6,077
Property and equipment		50			2,710			4,598			10,864
Goodwill		31,699			4,130			31,204			10,414
Intangible assets		31,510			5,342			35,690			12,108
Other assets		-			109			262			-
Current liabilities		(1,102	)		(1,992	)		(3,027	)		(1,234	)
Deferred tax liabilities, net		(7,086	)		(1,676	)		(8,690	)		(3,123	)
	$	61,529		$	12,677		$	65,396		$	35,106

Summary of Unaudited Pro Forma Results of Operations

	Pro Forma Twelve Month Ended
	December 31, 2019		December 31, 2018
Operating revenues	$	1,624,219	$	1,731,702
Income from operations	$	65,013	$	103,085
Net income	$	36,036	$	60,697
Earnings per common share:
Basic	$	1.28	$	2.14
Diluted	$	1.28	$	2.14

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2019

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):

	2019		2018
Fair value	$	9,369	$	9,333
Cost		8,136		11,143
Unrealized gains (losses)	$	1,233	$	(1,810	)

Schedule of Gross Unrealized Gains and Losses on Marketable Securities

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

		2019			2018
Gross unrealized gains	$	1,337		$	89
Gross unrealized losses		(104	)		(1,899	)
Net unrealized gains (losses)	$	1,233		$	(1,810	)

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):

	2019		2018		2016
Realized gain
Sale proceeds	$	1,596	$	5,733	$	1,261
Cost of securities sold		1,289		5,229		338
Realized gain	$	307	$	504	$	923

Realized gain, net of taxes	$	230	$	379	$	1,516

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2019

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):

	2019			2018			2017
Balance at beginning of year	$	1,772		$	1,330		$	1,613
Provision for doubtful accounts		3,133			924			1,533
Acquisition of businesses		350			253			-
Uncollectible accounts written off		(2,710	)		(735	)		(1,816	)
Balance at end of year	$	2,545		$	1,772		$	1,330

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

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

	2019			2018
Transportation equipment	$	333,899		$	267,094
Land, buildings and related assets		129,819			128,805
Other operating assets		116,191			104,559
Information technology equipment		29,880			26,135
Construction in process		96			7,960
Total property and equipment		609,885			534,553
Less accumulated depreciation		(270,062	)		(231,319	)
Total property and equipment, net	$	339,823		$	303,234

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Payables And Accruals [Abstract]

Schedule of Accrued Expenses

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

	2019		2018
Payroll related items	$	14,390	$	11,476
Driver escrow liabilities		5,249		3,923
Legal settlements		6,948		—
Commissions, taxes and other		8,238		9,727
Total	$	34,825	$	25,126

Debt (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Details of Debt

Debt is comprised of the following (in thousands):

	Interest Rates at	December 31,
	December 31, 2019	2019			2018
Outstanding Debt:
Credit and Security Agreement (1)
Term Loan	3.26%	$	142,500		$	150,000
Revolver	3.26%		151,225			80,588
Equipment Financing (2)	3.09% to 5.13%		128,512			126,162
Real Estate Financing (3)	4.01%		37,492			45,864
Margin Facility (4)	2.86%		—			541
Unamortized debt issuance costs			(2,117	)		(2,703	)
			457,612			400,452
Less current portion of long-term debt			59,476			51,903
Total long-term debt, net of current portion		$	398,136		$	348,549

(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, 2019 (in thousands):

Years Ending December 31	Term		Revolver		Equipment Financing		Real Estate Financing		Margin Facility		Total
2020		11,250	$	—	$	43,301	$	5,511	$	—	$	60,062
2021		11,250		—		32,824		5,511		—		49,585
2022		15,000		—		26,603		5,511		—		47,114
2023		105,000		151,225		18,158		5,511		—		279,894
2024		—		—		7,598		5,512		—		13,110
Thereafter		—		—		28		9,936		—		9,964
Total	$	142,500	$	151,225	$	128,512	$	37,492	$	—	$	459,729

Fair Value Measurement and Disclosures (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Financial Assets Measured at Fair Value on Recurring Basis

	December 31, 2019
	Level 1		Level 2		Level 3		Fair Value Measurement
Assets
Cash equivalents	$	18	$	—	$	—	$	18
Marketable securities		9,369		—		—		9,369
Total Assets	$	9,387	$	—	$	—	$	9,387

Liabilities
Interest rate swaps	$	—	$	137	$	—	$	137
Total Liabilities	$	—	$	137	$	—	$	137

	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

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, 2019 is summarized as follows:

2019

Carrying Value

Estimated Fair

Value

Equipment promissory notes

128,512

130,929

Transactions with Affiliates (Tables)

12 Months Ended

Dec. 31, 2019

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):

	2019		2018		2017
Administrative support services	$	4,085	$	3,094	$	2,771
Truck fuel, tolls and maintenance		895		2,428		2,652
Real estate rent and related costs		11,794		14,295		17,046
Insurance and employee benefit plans		53,050		57,370		55,995
Contracted transportation services		65		1,240		35
Total	$	69,889	$	78,427	$	78,499

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):

	2019		2018		2017
Purchased transportation and equipment rent	$	1,636	$	900	$	1,100
Total	$	1,636	$	900	$	1,100

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

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,
	2019		2018			2017
Operations
U.S. Domestic	$	50,102	$	71,441		$	28,360
Foreign		84		(2,052	)		(11,219	)
Total pre-tax income	$	50,186	$	69,389		$	17,141

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):

	2019			2018			2017
Current:
U.S. Federal	$	2,772		$	7,266		$	5,394
State		2,450			3,556			2,227
Foreign		294			427			688
Total current		5,516			11,249			8,309
Deferred:
U.S. Federal		6,392			5,873			(14,264	)
State		(440	)		(855	)		(1,113	)
Foreign		1,132			944			(3,944	)
Total deferred		7,084			5,962			(19,321	)
Total	$	12,600		$	17,211		$	(11,012	)

Deferred Income Tax Assets and Liabilities

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

	2019			2018
Domestic deferred tax assets:
Allowance for doubtful accounts	$	602		$	425
Other assets		3,355			4,561
Accrued expenses		4,132			4,982
Total domestic deferred tax assets	$	8,089		$	9,968
Domestic deferred tax liabilities:
Prepaid expenses	$	782		$	696
Marketable securities		1,014			1,004
Intangible assets		20,578			25,907
Property and equipment		51,407			41,589
Total domestic deferred tax liabilities	$	73,781		$	69,196
Net domestic deferred tax liabilities	$	65,692		$	59,228
Foreign deferred tax assets
Net operating losses	$	3,543		$	3,499
Other assets		102			927
Valuation allowance - foreign		(2,185	)		(1,877	)
Total foreign deferred tax asset	$	1,460		$	2,549
Net deferred tax liability	$	64,232		$	56,679

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:

	2019			2018			2017
Federal statutory rate		21	%		21	%		35	%
Change in tax law		0	%		0	%		-106	%
Non-deductible expense		0	%		0	%		2	%
State, net of federal benefit		3	%		3	%		4	%
Foreign		2	%		2	%		1	%
Other		-1	%		-1	%		0	%
Effective tax rate		25	%		25	%		-64	%

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):

	2019			2018			2017
Unrecognized tax benefit – beginning of year	$	331		$	367		$	416
Increases related to prior year tax positions		20			26			22
Increases related to current year tax positions		29			30			9
Decreases related to prior year tax positions		(101	)		(92	)		(80	)
Unrecognized tax benefit – end of year	$	279		$	331		$	367

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Summary Lease Costs and Related Information

The following table summarizes our lease costs for the year ended December 31, 2019 and related information (in thousands):

	With Affiliates		With Third Parties			Total
Lease cost
Operating lease cost	$	10,611	$	23,464		$	34,075
Short-term lease cost		380		3,592			3,972
Variable lease cost		824		2,769			3,593
Sublease income		-		(2,760	)		(2,760	)
Total lease cost	$	11,815	$	27,065		$	38,880

Summary of Other Lease Related Information

The following table summarizes other lease related information as of and for the year ended December 31, 2019 (in thousands):

	With Affiliates			With Third Parties			Total
Other information
Cash paid for amounts included in the measurement of operating leases	$	11,628		$	21,530		$	33,158
Right-of-use asset change due to acquisition of new business	$	-		$	3,661		$	3,661
Right-of-use asset change due to lease termination	$	(15,533	)	$	-		$	(15,533	)
Right-of-use assets obtained in exchange for new operating lease liabilities	$	20,956		$	18,847		$	39,803
Weighted-average remaining lease term (in years)		6.9			4.1			5.1
Weighted-average discount rate		8.0	%		4.7	%		6.1	%

Schedule of Future Minimum Lease Payments Under Operating Leases

Future minimum lease payments under these operating leases as of December 31, 2019, are as follows (in thousands):

	With Affiliates		With Third Parties		Total
Year one	$	9,368	$	22,417	$	31,785
Year two		6,919		13,784		20,703
Year three		4,703		8,267		12,970
Year four		3,712		5,760		9,472
Year five		3,573		3,932		7,505
Thereafter		16,616		7,933		24,549
Total required lease payments	$	44,891	$	62,093	$	106,984
Less amounts representing interest						(17,826	)
Present value of lease liabilities					$	89,158

Schedule of Future Minimum Lease Payments with Initial or Remaining Non-cancelable Lease Terms

Under ASC 840, future minimum lease payments with initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 were as follows:


Years Ending December 31	With Affiliates		With Third Parties		Total
2019	$	9,501	$	12,841	$	22,342
2020		6,604		10,456		17,060
2021		5,408		3,928		9,336
2022		3,919		1,331		5,250
2023		3,592		833		4,425
Thereafter		8,331		—		8,331
Total required payments	$	37,355	$	29,389	$	66,744

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

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, 2019, and changes during the year ended December 31, 2019, is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at January 1, 2018		7,500		$	14.15
Granted		44,500		$	23.56
Vested		(5,000	)	$	14.50
Forfeited		(5,000	)	$	23.56
Balance at December 31, 2019		42,000		$	22.96

Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Summary of Quarterly Financial Data

	2019
	1^st quarter		2^nd quarter		3^rd quarter			4^th quarter
	(in thousands, except per share information)
Operating revenue	$	377,406	$	383,175	$	375,486		$	375,931
Operating income		26,513		30,716		(7,352	)		15,503
Income before income taxes		23,097		26,714		(11,268	)		11,643
Income tax expense		5,800		6,742		(2,848	)		2,906
Net income	$	17,297	$	19,972	$	(8,420	)	$	8,737
Earnings per common share:
Basic	$	0.61	$	0.70	$	(0.30	)	$	0.32
Diluted	$	0.61	$	0.70	$	(0.30	)	$	0.32
Weighted average number of common shares outstanding:
Basic		28,380		28,383		28,263			27,282
Diluted		28,381		28,385		28,264			27,283

	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 (loss)		17,104		26,252		22,530		17,908
Income (loss) before income taxes		14,156		23,634		19,973		11,626
Income tax (benefit) expense		3,722		5,965		4,918		2,606
Net income (loss)	$	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

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Summary of Company's Reportable Segment Information

The following tables summarize information about our reportable segments as of and for the fiscal years ended December 31, 2019, 2018 and 2017 (in thousands):

2019	Transportation			Logistics			Other			Total
Operating revenues	$	1,013,548		$	497,315		$	1,135		$	1,511,998
Eliminated inter-segment revenues		(1,921	)		(835	)		—			(2,756	)
Depreciation and amortization		39,239			33,670			1,856			74,765
Income from operations		20,226			47,694			(2,540	)		65,380
Capital expenditures		18,830			58,547			2,376			79,753
Total assets		618,931			348,972			20,094			987,997

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

Revenues Attributed to Geographic Areas

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

	Year Ended December 31,
	2019		2018		2017
United States	$	1,480,637	$	1,426,897	$	1,179,115
Mexico		16,100		18,716		24,346
Canada		13,552		14,188		11,538
Colombia		1,709		1,907		1,666
Total	$	1,511,998	$	1,461,708	$	1,216,665

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,
	2019		2018
United States	$	319,348	$	284,321
Mexico		19,587		18,612
Canada		242		295
Colombia		646		6
Total	$	339,823	$	303,234

Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Finished goods	$ 5,776	$ 4,920
Raw materials and supplies	1,387	1,831
Total	$ 7,163	$ 6,751

Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2019
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. 28, 2019 USD ($)	Dec. 31, 2019 USD ($) Segment	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Accounting Policies [Line Items]
Depreciation expense		$ 59,000,000	$ 48,700,000	$ 41,000,000
Amounts recorded for amortization expense		15,700,000	5,700,000	6,000,000
Goodwill impairment loss recognized	$ 0
Purchase accounting adjustments		6,779,000
Goodwill		$ 168,451,000	145,152,000	74,484,000
Deferred compensation bonus annual installments		5 years
Fuel surcharges		$ 89,600,000	$ 85,100,000	$ 59,500,000
Number of reportable segments \| Segment		2
Customer Concentration Risk [Member] \| Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of revenues from major customers		27.00%	36.00%	40.00%
General Motors [Member] \| Customer Concentration Risk [Member] \| Sales Revenue, Net [Member]
Accounting Policies [Line Items]
Percentage of revenues from major customers		12.00%	13.00%	16.00%
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		$ 112,200,000	$ 88,900,000
Logistics [Member]
Accounting Policies [Line Items]
Goodwill		56,300,000	$ 56,300,000
Deco Logistics, Inc. and Oaktree Logistics, Inc., Specialized Rail Service, Inc. and Southern Counties Express, Inc. [Member]
Accounting Policies [Line Items]
Purchase accounting adjustments		6,800,000
Increase in current liabilities		1,300,000
Increase in deferred tax liabilities		1,200,000
Decrease in intangible assets		3,600,000
Decrease in property and equipment		3,400,000
Decrease in other current assets		1,200,000
Decrease in current Assets		100,000
Cash paid		$ 1,000,000
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, 2019	Dec. 31, 2018
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, accumulated amortization	$ 78,366	$ 62,624
Intangible assets, net	113,611
Total identifiable intangible assets gross	194,477	176,399
Total identifiable intangible assets, net	116,111	113,775
Agent and Customer Relationships [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	164,657	150,189
Intangible assets, accumulated amortization	55,880	41,947
Intangible assets, net	108,777	108,242
Customer Contracts [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	20,600	20,600
Intangible assets, accumulated amortization	20,600	20,600
Tradenames [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	4,000	2,000
Intangible assets, accumulated amortization	1,333
Intangible assets, net	2,667	2,000
Non-compete Agreements [Member]
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Finite lived intangible assets gross	2,720	1,110
Intangible assets, accumulated amortization	553	77
Intangible assets, net	2,167	1,033
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) $ in Thousands	Dec. 31, 2019 USD ($)
Accounting Policies [Abstract]
2020	$ 16,137
2021	14,604
2022	12,190
2023	11,313
2024	10,285
Thereafter	49,082
Intangible assets, net	$ 113,611

Summary of Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Beginning Balance	$ 145,152	$ 74,484
Business acquisitions	16,520	70,668
Purchase accounting adjustments	6,779
Ending Balance	$ 168,451	$ 145,152

Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Increase in assets	$ 987,997			$ 843,147	$ 610,592
Increase in current liabilities	251,575			221,169
Increase in long-term liabilities	531,205			$ 412,679
Additional ROU asset	87,209
Lease liability	89,158
ASU 2016-02 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Increase in assets			$ 88,800
Increase in current liabilities			26,000
Increase in long-term liabilities			$ 62,800
Additional ROU asset	2,500	$ 5,000
Lease liability	$ 2,500	$ 5,000

Revenue Recognition - Aditional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2018
Revenue Recognition Multiple Deliverable Arrangements [Line Items]
Cumulative adjustment to retained earnings	$ 251,204	$ 231,525
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, 2019	Sep. 28, 2019	Jun. 29, 2019	Mar. 30, 2019	Dec. 31, 2018	Sep. 29, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Truckload services revenue										$ 313,811
Brokerage services revenue										367,579
Intermodal services revenue										251,074
Dedicated services revenue										144,348
Purchased transportation and equipment rent expense										716,019
Commission expense									$ 31,204	37,381	$ 33,213
Income tax expense	$ 2,906	$ (2,848)	$ 6,742	$ 5,800	$ 2,606	$ 4,918	$ 5,965	$ 3,722	12,600	17,211	(11,012)
Net income	8,737	$ (8,420)	$ 19,972	$ 17,297	9,020	$ 15,055	$ 17,669	$ 10,434	37,586	52,178	$ 28,153
Prepaid expenses and other	19,676				19,830				19,676	19,830
Accounts payable	91,909				92,019				91,909	92,019
Income taxes payable					2,678					2,678
Retained earnings	$ 251,204				231,525				$ 251,204	231,525
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										143,977
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

Revenue Recognition - Contact Balances Associated with Customers (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Current Assets [Member]
Disaggregation Of Revenue [Line Items]
Prepaid expenses and other - contract assets	$ 1,156	$ 1,901

Acquisitions - Additional Information (Detail) $ in Thousands							12 Months Ended
	Nov. 05, 2019 USD ($)	Apr. 22, 2019 USD ($)	Dec. 07, 2018 USD ($)	Oct. 12, 2018 USD ($) Tractor	Aug. 10, 2018 USD ($)	Feb. 01, 2018 USD ($) a	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Total cash purchase price							$ 75,963	$ 173,599
Operating income of the acquired companies							32,100	5,100
Actual revenue of the acquired companies							$ 100	$ 70,900
Roadrunner Intermodal [Member]
Business Acquisition [Line Items]
Date of acquisition	Nov. 05, 2019
Total cash purchase price	$ 54,900
Transaction related costs incurred in acquisition	$ 300
Michaels [Member]
Business Acquisition [Line Items]
Date of acquisition		Apr. 22, 2019
Total cash purchase price		$ 22,000
Transaction related costs incurred in acquisition		$ 400
Roadrunner Intermodal and Michaels Cartage, Inc [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets amortization period							11 years
Roadrunner Intermodal and Michaels Cartage, Inc [Member] \| Non-competition Agreement [Member]
Business Acquisition [Line Items]
Intangible assets amortization period							5 years
Deco Logistics and Oaktree Logistics [Member]
Business Acquisition [Line Items]
Date of acquisition			Dec. 07, 2018
Total cash purchase price			$ 61,500
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				$ 12,700
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					$ 65,400
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 [Member]
Business Acquisition [Line Items]
Intangible assets amortization period								7 years
Southern Counties and Fore Acquisition [Member] \| Maximum [Member] \| Customer Relationships [Member]
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, 2019	Nov. 05, 2019	Apr. 22, 2019	Dec. 31, 2018	Dec. 07, 2018	Oct. 12, 2018	Aug. 10, 2018	Feb. 01, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	$ 168,451			$ 145,152					$ 74,484
Michaels [Member]
Business Acquisition [Line Items]
Current assets			$ 4,474
Property and equipment			2,831
Goodwill			4,795
Intangible assets			9,000
Other assets			1,499
Current liabilities			(979)
Total purchase price			$ 21,620
Roadrunner Intermodal [Member]
Business Acquisition [Line Items]
Current assets		$ 16,002
Property and equipment		26,414
Goodwill		11,725
Intangible assets		12,668
Other assets		3,599
Current liabilities		(11,315)
Long-term liabilities		(2,439)
Deferred tax liabilities, net		(3,280)
Total purchase price		$ 53,374
Container Connection [Member]
Business Acquisition [Line Items]
Current assets					$ 6,458
Property and equipment					50
Goodwill					31,699
Intangible assets					31,510
Current liabilities					(1,102)
Deferred tax liabilities, net					(7,086)
Total purchase price					$ 61,529
Specialized Rail [Member]
Business Acquisition [Line Items]
Current assets						$ 4,054
Property and equipment						2,710
Goodwill						4,130
Intangible assets						5,342
Other assets						109
Current liabilities						(1,992)
Deferred tax liabilities, net						(1,676)
Total purchase price						$ 12,677
Southern Counties [Member]
Business Acquisition [Line Items]
Current assets							$ 5,359
Property and equipment							4,598
Goodwill							31,204
Intangible assets							35,690
Other assets							262
Current liabilities							(3,027)
Deferred tax liabilities, net							(8,690)
Total purchase price							$ 65,396
Fore [Member]
Business Acquisition [Line Items]
Current assets								$ 6,077
Property and equipment								10,864
Goodwill								10,414
Intangible assets								12,108
Current liabilities								(1,234)
Deferred tax liabilities, net								(3,123)
Total purchase price								$ 35,106

Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Business Combinations [Abstract]
Operating revenues	$ 1,624,219	$ 1,731,702
Income from operations	65,013	103,085
Net income	$ 36,036	$ 60,697
Earnings per common share:
Basic	$ 1.28	$ 2.14
Diluted	$ 1.28	$ 2.14

Marketable Securities - Schedule of Market Value, Cost and Unrealized Gains (Losses) on Equity Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Investments Debt And Equity Securities [Abstract]
Marketable securities	$ 9,369	$ 9,333
Cost	8,136	11,143
Unrealized gains (losses)	$ 1,233	$ (1,810)

Marketable Securities - Schedule of Gross Unrealized Gains and Losses on Marketable Securities (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Investments Debt And Equity Securities [Abstract]
Gross unrealized gains	$ 1,337	$ 89
Gross unrealized losses	(104)	(1,899)
Net unrealized gains (losses)	$ 1,233	$ (1,810)

Marketable Securities - Summary of Net Realized Gains on Marketable Equity Securities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Realized gain
Sale proceeds	$ 1,596	$ 5,733	$ 1,261
Cost of securities sold	1,289	5,229	338
Realized gain	307	504	923
Realized gain, net of taxes	$ 230	$ 379	$ 1,516

Marketable Securities - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Other Nonoperating Income (Expense)
Schedule Of Available For Sale Securities [Line Items]
Net unrealized pre-tax gain (loss) in market value	$ 1,233,000	$ (1,810,000)

Accounts Receivable - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Receivables [Abstract]
Total unbilled receivables	$ 29.1	$ 28.8
Unbilled receivables billing period	1 month

Accounts Receivable - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Balance at beginning of year	$ 1,772	$ 1,330	$ 1,613
Provision for doubtful accounts	3,133	924	1,533
Acquisition of businesses	350	253
Uncollectible accounts written off	(2,710)	(735)	(1,816)
Balance at end of year	$ 2,545	$ 1,772	$ 1,330

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 609,885	$ 534,553
Less accumulated depreciation	(270,062)	(231,319)
Total property and equipment, net	339,823	303,234
Transportation equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	333,899	267,094
Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	129,819	128,805
Other operating assets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	116,191	104,559
Information technology equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	29,880	26,135
Construction in process [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 96	$ 7,960

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Payables And Accruals [Abstract]
Payroll related items	$ 14,390	$ 11,476
Driver escrow liabilities	5,249	3,923
Legal settlements	6,948
Commissions, taxes and other	8,238	9,727
Total	$ 34,825	$ 25,126

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

Dec. 31, 2019

Dec. 31, 2018

Unamortized debt issuance costs

$ 459,729

(2,117)

$ (2,703)

Less current portion of long-term debt

457,612

400,452

59,476

51,903

Total long-term debt, net of current portion

398,136

348,549

Term Loan [Member]

142,500

Revolver [Member]

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

151,225

^[1]

$ 142,500

150,000

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

^[1]

3.26%

^[1]

$ 151,225

80,588

Equipment Financing [Member]

^[1]

3.26%

Equipment Financing [Member] | Minimum [Member]

^[2]

$ 128,512

126,162

Equipment Financing [Member] | Maximum [Member]

^[2]

3.09%

Real Estate Financing [Member]

^[2]

5.13%

^[3]

$ 37,492

45,864

^[3]

4.01%

Margin Facility [Member]

^[4]

$ 541

^[4]

2.86%

[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, 2019, we were in compliance with all covenants under the facility, and $48.8 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 3.09% to 5.13%. At December 31, 2019, we were in compliance with all covenants.
[3]	The Real Estate Financing consists of a series of promissory notes issued by a wholly-owned subsidiary in order to finance certain real property. The promissory notes, which are secured by first mortgages and assignment of leases on specific parcels of real estate and improvements, include certain affirmative and negative covenants and are generally payable in 120 monthly installments. Each of the notes bears interest at LIBOR plus 2.25%. At December 31, 2019, we were in compliance with all covenants.
[4]	The Margin Facility is a short-term line of credit secured by our portfolio of marketable securities. It bears interest at LIBOR plus 1.10%. The amount available under the line of credit is based on a percentage of the market value of the underlying securities. At December 31, 2019 and 2018, the maximum available borrowings under the line of credit were $4.8 million and $5.0 million, respectively.

Debt - Details of Debt (Parenthetical) (Detail)

12 Months Ended

Dec. 31, 2019

USD ($)

Installment

Dec. 31, 2018

USD ($)

Description of variable rate basis

LIBOR rate plus 2.25%

Credit and Security Agreement [Member]

Credit facility, borrowing capacity

$ 350,000,000

Credit facility available for borrowings

48,800,000

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]

3.09%

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

^[1]

5.13%

Description of variable rate basis

LIBOR plus 2.25%

Debt instrument payable number of monthly installments | Installment

120

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

Interest rate above variable base rate

2.25%

Margin Facility [Member]

Credit facility available for borrowings

$ 4,800,000

$ 5,000,000

Description of variable rate basis

LIBOR plus 1.10%

Margin Facility [Member] | LIBOR [Member]

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 3.09% to 5.13%. At December 31, 2019, we were in compliance with all covenants.

Debt - Summary of Maturities of Principal Repayment Obligations (Detail) - USD ($)
$ in Thousands

Dec. 31, 2019

Dec. 31, 2018

Equipment Financing [Member]

$ 60,062

49,585

47,114

279,894

13,110

9,964

459,729

Real Estate Financing [Member]

43,301

32,824

26,603

18,158

7,598

^[1]

128,512

$ 126,162

5,511

5,511

5,511

5,511

5,512

9,936

^[2]

37,492

45,864

Margin Facility [Member]

Total

^[3]

$ 541

Revolver [Member]

2023

151,225

Total

151,225

Term Loan [Member]