Acquisitions, Goodwill and Other Long-Lived Assets Acquisitions, Goodwill and Other Long-Lived Assets (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
|---|
| Goodwill [Line Items] |
|
| Purchase Price Allocation [Table Text Block] |
The following table presents the allocations of the previously discussed purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ace & Triumph |
Atlantic |
KCL |
MMT |
Southwest |
|
January & August 2016 |
May 7, 2017 |
October 22, 2017 |
July 25, 2018 |
October 28, 2018 |
Tangible assets: |
|
|
|
|
|
|
Property and equipment |
$ |
1,294 |
|
$ |
1,821 |
|
$ |
223 |
|
$ |
81 |
|
$ |
933 |
|
Total tangible assets |
1,294 |
|
1,821 |
|
223 |
|
81 |
|
933 |
|
Intangible assets: |
|
|
|
|
|
|
Non-compete agreements |
139 |
|
1,150 |
|
6 |
|
43 |
|
650 |
|
Customer relationships |
5,335 |
|
13,400 |
|
234 |
|
1,659 |
|
9,200 |
|
Goodwill |
6,282 |
|
6,719 |
|
277 |
|
1,954 |
|
5,467 |
|
Total intangible assets |
11,756 |
|
21,269 |
|
517 |
|
3,656 |
|
15,317 |
|
Total assets acquired |
13,050 |
|
23,090 |
|
740 |
|
3,737 |
|
16,250 |
|
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
|
Current liabilities |
— |
|
590 |
|
100 |
|
— |
|
— |
|
Other liabilities |
1,250 |
|
— |
|
— |
|
— |
|
— |
|
Total liabilities assumed |
1,250 |
|
590 |
|
100 |
|
— |
|
— |
|
Net assets acquired |
$ |
11,800 |
|
$ |
22,500 |
|
$ |
640 |
|
$ |
3,737 |
|
$ |
16,250 |
|
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
The acquired definite-lived intangible assets have the following useful lives:
|
|
|
|
|
|
|
|
|
|
|
|
Useful Lives |
|
Ace & Triumph |
|
Atlantic |
|
KCL |
|
MMT |
|
Southwest |
Customer relationships |
15 years |
|
15 years |
|
15 years |
|
15 years |
|
10 years |
Non-compete agreements |
5 years |
|
5 years |
|
2 years |
|
4 years |
|
3 years |
|
| Fair Value Inputs [Table Text Block] |
For our June 30, 2018 analysis, the significant assumptions used for the income approach were projected net cash flows and the following discount and long-term growth rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expedited LTL |
|
Pool |
|
Intermodal |
|
TQI |
Discount rate |
12.0 |
% |
|
15.5 |
% |
|
14.0 |
% |
|
16.5 |
% |
Long-term growth rate |
4.0 |
% |
|
4.0 |
% |
|
4.0 |
% |
|
4.0 |
% |
|
| Schedule of Goodwill [Table Text Block] |
The following is a summary of the changes in goodwill for Intermodal and the Company for the year ended December 31, 2018. There were no changes to Expedited LTL, Truckload Premium or Pool Distribution during the year ended December 31, 2018. Approximately $119,948 of goodwill is deductible for tax purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expedited LTL |
|
Truckload Premium |
|
Pool Distribution |
|
Intermodal |
|
Total |
|
|
Accumulated |
|
|
Accumulated |
|
|
Accumulated |
|
|
Accumulated |
|
|
|
Goodwill |
Impairment |
|
Goodwill |
Impairment |
|
Goodwill |
Impairment |
|
Goodwill |
Impairment |
|
Net |
Ending balance, December 31, 2017 |
$ |
97,593 |
|
$ |
— |
|
|
$ |
45,164 |
|
$ |
(25,686 |
) |
|
$ |
12,359 |
|
$ |
(6,953 |
) |
|
$ |
69,194 |
|
$ |
— |
|
|
$ |
191,671 |
|
MMT acquisition |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
1,954 |
|
— |
|
|
1,954 |
|
Southwest acquisition |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
5,467 |
|
— |
|
|
5,467 |
|
Ending balance, December 31, 2018 |
$ |
97,593 |
|
$ |
— |
|
|
$ |
45,164 |
|
$ |
(25,686 |
) |
|
$ |
12,359 |
|
$ |
(6,953 |
) |
|
$ |
76,615 |
|
$ |
— |
|
|
$ |
199,092 |
|
|
| Definite-Lived Intangible Assets [Member] |
|
| Goodwill [Line Items] |
|
| Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] |
As of December 31, 2018, definite-lived intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired Intangibles |
|
Accumulated Amortization |
|
Accumulated Impairment |
|
Net Acquired Intangibles |
Customer relationships |
$ |
204,226 |
|
|
$ |
75,585 |
|
|
$ |
16,501 |
|
|
$ |
112,140 |
|
Non-compete agreements |
5,102 |
|
|
3,581 |
|
|
— |
|
|
1,521 |
|
Trade name |
1,500 |
|
|
1,500 |
|
|
— |
|
|
— |
|
Total |
$ |
210,828 |
|
|
$ |
80,666 |
|
|
$ |
16,501 |
|
|
$ |
113,661 |
|
As of December 31, 2017, definite-lived intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired Intangibles |
|
Accumulated Amortization |
|
Accumulated Impairment |
|
Net Acquired Intangibles |
Customer relationships |
$ |
193,209 |
|
|
$ |
66,986 |
|
|
$ |
16,501 |
|
|
$ |
109,722 |
|
Non-compete agreements |
4,566 |
|
|
3,074 |
|
|
— |
|
|
1,492 |
|
Trade name |
1,500 |
|
|
1,467 |
|
|
— |
|
|
33 |
|
Total |
$ |
199,275 |
|
|
$ |
71,527 |
|
|
$ |
16,501 |
|
|
$ |
111,247 |
|
The estimated amortization expense for the next five years on definite-lived intangible assets as of December 31, 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
|
2020 |
|
2021 |
|
2022 |
|
2023 |
Customer relationships |
$ |
9,350 |
|
|
$ |
9,350 |
|
|
$ |
9,207 |
|
|
$ |
9,007 |
|
|
$ |
8,659 |
|
Non-compete agreements |
516 |
|
|
486 |
|
|
438 |
|
|
81 |
|
|
— |
|
Total |
$ |
9,866 |
|
|
$ |
9,836 |
|
|
$ |
9,645 |
|
|
$ |
9,088 |
|
|
$ |
8,659 |
|
|