(8)	Transactions with Affiliates

Through December 31, 2004, Universal was a wholly-owned subsidiary of CenTra, Inc. On December 31, 2004, CenTra distributed all of Universal’s common stock to the shareholders of CenTra. Subsequent to our initial public offering in 2005, our majority shareholders retained and continue to hold a controlling interest in Universal. In the normal course of business, CenTra provides administrative support services to Universal, including legal, human resources, tax, IT infrastructure and services to host our accounting system in a data center environment. The cost of these services is based on the actual or estimated utilization of the specific service.

In addition to the administrative support services described above, Universal purchases other services from affiliates. 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):

	2015		2014		2013
Administrative support services	$	3,774	$	2,459	$	2,367
Truck fueling and maintenance		1,983		1,320		1,774
Real estate rent and related costs		13,174		10,472		11,352
Insurance and employee benefit plans		46,173		36,073		32,710
Contracted transportation services		969		930		311
Total	$	66,073	$	51,254	$	48,514

In connection with our transportation services, we also routinely cross the Ambassador Bridge between Detroit, Michigan and Windsor, Ontario, and we pay tolls and other fees to certain related entities which are under common control with CenTra. CenTra also charges us for the direct variable cost of various maintenance, fueling and other operational support costs for services delivered at their trucking terminals that are geographically remote from our own facilities. Such activities are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased.

A significant number of our transportation and logistics service operations are located at facilities leased from affiliates. At 43 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 10, “Leases” for further information regarding the cost of leased properties.

(8)	Transactions with Affiliates—continued

In July 2015, we entered into a lease agreement with Cedar Investments LLC, an affiliate, to provide us a logistics facility of up to 500,000 sq. ft. located on 33 acres in close proximity to a major customer in Detroit, Michigan. The term of the lease is 124 months at a rate of approximately $256,500 per month.

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 leased real estate, insurance and employee benefit plans, and 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, 2015 and 2014, amounts due to affiliates were $3.4 million and $2.9 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, 2015 and 2014, there were $11.5 million and $10.7 million, respectively, included in each of these accounts for insured claims.

We incurred approximately $0.5 million of costs in both 2014 and 2013 relating to underwritten public offerings of our common stock. Under the Amended and Restated Registration Rights Agreement, dated as of July 25, 2012 with our majority shareholders, we were responsible to pay for the cost of the offering. After deducting the underwriting discount and offering expenses, we did not have any remaining proceeds from the sales of our common stock.

We did not purchase any tractors or trailers from affiliates during 2015. We did however purchase used snow removal equipment from an affiliate during 2015 for approximately $18,000. During 2014, we purchased ten used tractors and one used trailer from an affiliate totaling approximately $0.8 million. During 2013, we purchased 39 used tractors from an affiliate for approximately $1.6 million.

We have retained the law firm of Sullivan Hincks & Conway to provide legal services. Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway. Not included in the table above are amounts paid for legal services during 2015, 2014 and 2013 were $1,500, $92,000 and $7,000, respectively.

We also exercised our right of first refusal to acquire 25,000 shares of restricted stock from a director, H.E. “Scott” Wolfe, for $622,500 based on the closing market price on March 5, 2015, the effective date of the transaction. Effective August 19, 2015, we exercised our right of first refusal to acquire 2,500 shares of restricted stock from our CEO, Jeff Rogers, for $50,825 based on the closing market price on the effective date of the transaction.

Services provided by Universal to Affiliates

We may assist our affiliates with 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):

	2015		2014		2013
Transportation and intermodal services	$	400	$	308	$	9,800
Truck fueling and maintenance		—		87		184
Administrative and customer support services		—		71		113
Total	$	400	$	466	$	10,097

At December 31, 2015 and 2014, amounts due from affiliates were $1.9 million and $1.6 million, respectively.

We did not sell any equipment to affiliates during 2015. In 2014, we sold forty-one used trailers to an affiliate for approximately $82,000. The trailers were fully depreciated, and therefore, the sale resulted in a gain of approximately $82,000.

Also during 2014, we acquired selected assets, operations and businesses in connection with international border crossing freight processing, customs documentation and compliance services from an affiliate for approximately $100,000.

(8)	Transactions with Affiliates—continued

In June 2015, our Board of Directors authorized the repurchase of up to 1,000,000 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. The tender offer began on the date of the announcement, June 9, 2015, and expired on July 8, 2015. Through this tender offer, the Company’s shareholders had the opportunity to tender some or all of their shares at a price within the range of $21.50 to $23.50 per share. Upon expiration, 1,599,605 shares were purchased through this offer at a final purchase price of $21.50 per share for a total purchase price of approximately $34.4 million, including fees and commission. The tender offer was settled on July 14, 2015, and we used funds borrowed under our then existing line of credit and from our available cash and cash equivalents to fund the offering. Immediately following the consummation of the tender offer, we had 28,380,679 shares of common stock outstanding. The total amount of shares purchased in the tender offer included 1,486,060 shares tendered by Mr. Manuel J. Moroun, a member of Universal’s Board of Directors, and a trust controlled by him. Mr. Moroun is the father of Mr. Matthew T. Moroun, the Chairman of the Board of Directors.