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Transactions with Affiliates
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
Transactions with Affiliates

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Transactions with Affiliates

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

Universal also purchases other services from affiliates. 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):

 

 

 

2016

 

 

2015

 

 

2014

 

Administrative support services

 

$

2,638

 

 

$

3,234

 

 

$

2,459

 

Truck fuel, tolls and maintenance

 

 

2,656

 

 

 

2,523

 

 

 

1,320

 

Real estate rent and related costs

 

 

17,174

 

 

 

13,174

 

 

 

10,472

 

Insurance and employee benefit plans

 

 

44,548

 

 

 

46,173

 

 

 

36,073

 

Contracted transportation services

 

 

233

 

 

 

969

 

 

 

930

 

Total

 

$

67,249

 

 

$

66,073

 

 

$

51,254

 

 

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 36 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.

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, 2016 and 2015, amounts due to affiliates were $4.6 million and $3.4 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, 2016 and 2015, there were $8.7 million and $11.5 million, respectively, included in each of these accounts for insured claims.

We contracted with an affiliate to provide real property improvements to us totaling $1.0 million during 2016.  We also purchased from an affiliate $2.3 million of wheels and tires for new trailering equipment and an additional $0.2 million in revenue equipment components during the same period. During 2015, we purchased used snow removal equipment from an affiliate for $18,000.

We periodically use the law firm of Sullivan Hincks & Conway to provide legal services.  Daniel C. Sullivan, a member of our Board, is a partner at Sullivan Hincks & Conway.  Not included in the table above are amounts paid for legal services during 2015 and 2014 were $1,500 and $92,000, respectively.  No amounts were paid for legal services during 2016.

Effective August 4, 2016, we exercised our right of first refusal to acquire 1,600 shares of restricted stock from our former CFO, David A. Crittenden, for $23,856 based on the closing market price on the effective date of the transaction.

On August 8, 2016, we purchased from a subsidiary of CenTra, Crown Enterprises, Inc., for a multi-building, cross-dock logistics terminal located in Romulus, Michigan. The purchase price, which was established by an independent third party appraisal, was $22.5 million payable pursuant to a promissory note issued to Crown. At December 31, 2016, the promissory note was fully repaid.

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Transactions with Affiliates—continued

Services provided by Universal to Affiliates

We periodically assist our affiliates by providing selected transportation and logistics services in connection with their specific customer contracts or purchase orders.  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):

 

 

 

2016

 

 

2015

 

 

2014

 

Purchased transportation and equipment rent

 

$

1,090

 

 

$

400

 

 

$

308

 

Fueling, maintenance and other support services

 

 

 

 

 

 

 

 

158

 

Total

 

$

1,090

 

 

$

400

 

 

$

466

 

 

At December 31, 2016 and 2015, amounts due from affiliates were $2.5 million and $1.9 million, respectively.