Acquisitions, Goodwill and Other Long-Lived Assets Acquisitions, Goodwill and Other Long-Lived Assets (Tables)
|
12 Months Ended |
Dec. 31, 2019 |
|---|
| Goodwill [Line Items] |
|
| Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] |
The initial and current weighted average assumptions used in the Monte Carlo simulation are summarized in the following table:
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|
|
|
FSA Earn-out |
|
April 21, 2019 |
December 31, 2019 |
Risk-free rate |
2.9% |
2.2% |
Revenue discount rate |
4.4% |
4.4% |
Revenue volatility |
3.0% |
5.0% |
|
| 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):
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Atlantic |
KCL |
MMT |
Southwest |
FSA |
O.S.T. |
|
May 7, 2017 |
October 22, 2017 |
July 25, 2018 |
October 28, 2018 |
April 21, 2019 |
July 14, 2019 |
Tangible assets: |
|
|
|
|
|
|
Cash |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
202 |
|
$ |
— |
|
Other receivables |
— |
|
— |
|
— |
|
— |
|
1,491 |
|
— |
|
Property and equipment |
1,821 |
|
223 |
|
81 |
|
933 |
|
40 |
|
10,371 |
|
Other lease right-of-use assets |
— |
|
— |
|
— |
|
— |
|
3,209 |
|
1,672 |
|
Total tangible assets |
1,821 |
|
223 |
|
81 |
|
933 |
|
4,942 |
|
12,043 |
|
Intangible assets: |
|
|
|
|
|
|
Non-compete agreements |
1,150 |
|
6 |
|
43 |
|
650 |
|
900 |
|
850 |
|
Customer relationships |
13,400 |
|
234 |
|
1,659 |
|
9,200 |
|
17,900 |
|
5,700 |
|
Goodwill |
6,719 |
|
277 |
|
1,954 |
|
5,467 |
|
19,963 |
|
2,050 |
|
Total intangible assets |
21,269 |
|
517 |
|
3,656 |
|
15,317 |
|
38,763 |
|
8,600 |
|
Total assets acquired |
23,090 |
|
740 |
|
3,737 |
|
16,250 |
|
43,705 |
|
20,643 |
|
|
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
|
|
Current liabilities |
590 |
|
100 |
|
— |
|
— |
|
8,466 |
|
— |
|
Other liabilities |
— |
|
— |
|
— |
|
— |
|
5,030 |
|
— |
|
Operating lease obligations |
— |
|
— |
|
— |
|
— |
|
3,209 |
|
1,672 |
|
Finance lease obligations |
— |
|
— |
|
— |
|
— |
|
— |
|
6,971 |
|
Total liabilities assumed |
590 |
|
100 |
|
— |
|
— |
|
16,705 |
|
8,643 |
|
Net assets acquired |
$ |
22,500 |
|
$ |
640 |
|
$ |
3,737 |
|
$ |
16,250 |
|
$ |
27,000 |
|
$ |
12,000 |
|
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
The acquired definite-lived intangible assets have the following useful lives:
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Atlantic |
|
KCL |
|
MMT |
|
Southwest |
|
FSA |
|
O.S.T. |
Customer relationships |
15 years |
|
15 years |
|
15 years |
|
10 years |
|
15 years |
|
10 years |
Non-compete agreements |
5 years |
|
2 years |
|
4 years |
|
3 years |
|
5 years |
|
3 years |
|
| Fair Value Inputs [Table Text Block] |
|
| Schedule of Goodwill [Table Text Block] |
The following is a summary of the changes in goodwill by reporting unit for the year ended December 31, 2019. Approximately $141,961 of goodwill is deductible for tax purposes.
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|
Beginning Balance, December 31, 2018 |
FSA Acquisition |
O.S.T. Acquisition |
Ending Balance, December 31, 2019 |
Expedited LTL |
|
|
|
|
Goodwill |
97,593 |
|
— |
|
— |
|
97,593 |
|
Accumulated Impairment |
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
TLS |
|
|
|
|
Goodwill |
45,164 |
|
— |
|
— |
|
45,164 |
|
Accumulated Impairment |
(25,686 |
) |
— |
|
— |
|
(25,686 |
) |
|
|
|
|
|
Final Mile |
|
|
|
|
Goodwill |
— |
|
19,963 |
|
— |
|
19,963 |
|
Accumulated Impairment |
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
Intermodal |
|
|
|
|
Goodwill |
76,615 |
|
— |
|
2,050 |
|
78,665 |
|
Accumulated Impairment |
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
Pool |
|
|
|
|
Goodwill |
12,359 |
|
— |
|
— |
|
12,359 |
|
Accumulated Impairment |
(6,953 |
) |
— |
|
— |
|
(6,953 |
) |
|
|
|
|
|
Total |
|
|
|
|
Goodwill |
231,731 |
|
19,963 |
|
2,050 |
|
253,744 |
|
Accumulated Impairment |
(32,639 |
) |
— |
|
— |
|
(32,639 |
) |
|
199,092 |
|
19,963 |
|
2,050 |
|
221,105 |
|
|
| Definite-Lived Intangible Assets [Member] |
|
| Goodwill [Line Items] |
|
| Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] |
As of December 31, 2019, definite-lived intangible assets are comprised of the following:
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Acquired Intangibles |
|
Accumulated Amortization |
|
Accumulated Impairment |
|
Net Acquired Intangibles |
Customer relationships |
$ |
227,826 |
|
|
$ |
86,027 |
|
|
$ |
16,501 |
|
|
$ |
125,298 |
|
Non-compete agreements |
6,852 |
|
|
4,352 |
|
|
— |
|
|
2,500 |
|
Trade name |
1,500 |
|
|
1,500 |
|
|
— |
|
|
— |
|
Total |
$ |
236,178 |
|
|
$ |
91,879 |
|
|
$ |
16,501 |
|
|
$ |
127,798 |
|
As of December 31, 2018, definite-lived intangible assets are comprised of the following:
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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 |
|
The estimated amortization expense for the next five years on definite-lived intangible assets as of December 31, 2019 is as follows:
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|
2020 |
|
2021 |
|
2022 |
|
2023 |
|
2024 |
Customer relationships |
$ |
11,113 |
|
|
$ |
10,970 |
|
|
$ |
10,770 |
|
|
$ |
10,422 |
|
|
$ |
10,084 |
|
Non-compete agreements |
949 |
|
|
901 |
|
|
415 |
|
|
180 |
|
|
56 |
|
Total |
$ |
12,062 |
|
|
$ |
11,871 |
|
|
$ |
11,185 |
|
|
$ |
10,602 |
|
|
$ |
10,140 |
|
|