|
Acquisitions and Goodwill (Tables)
|
9 Months Ended |
|
Sep. 30, 2014
|
| Goodwill [Line Items] |
|
| Schedule of Purchase Price Allocation [Table Text Block] |
The following table presents the allocations of the CST and TQI purchase prices to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CST |
|
RGL |
|
TQI |
|
February 2, 2014 |
|
September 5, 2014 |
|
March 4, 2013 |
Tangible assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
$ |
9,498 |
|
|
$ |
— |
|
|
$ |
5,639 |
|
Prepaid expenses and other current assets |
101 |
|
|
— |
|
|
1,093 |
|
Property and equipment |
2,132 |
|
|
209 |
|
|
5,103 |
|
Other assets |
35 |
|
|
— |
|
|
728 |
|
Deferred income taxes |
— |
|
|
— |
|
|
947 |
|
Total tangible assets |
11,766 |
|
|
209 |
|
|
13,510 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Non-compete agreements |
930 |
|
|
14 |
|
|
470 |
|
Trade name |
500 |
|
|
— |
|
|
1,000 |
|
Customer relationships |
36,000 |
|
|
535 |
|
|
22,300 |
|
Goodwill |
51,590 |
|
|
592 |
|
|
45,164 |
|
Total intangible assets |
89,020 |
|
|
1,141 |
|
|
68,934 |
|
Total assets acquired |
100,786 |
|
|
1,350 |
|
|
82,444 |
|
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
|
Current liabilities |
6,573 |
|
|
— |
|
|
4,725 |
|
Other liabilities |
— |
|
|
— |
|
|
1,735 |
|
Debt and capital lease obligations |
11,215 |
|
|
— |
|
|
20,113 |
|
Deferred income taxes |
— |
|
|
— |
|
|
10,543 |
|
Total liabilities assumed |
17,788 |
|
|
— |
|
|
37,116 |
|
Net assets acquired |
$ |
82,998 |
|
|
$1,350 |
|
$ |
45,328 |
|
|
| Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] |
The acquired definite-live intangible assets have the following useful lives:
|
|
|
|
|
|
|
|
Useful Lives |
|
CST |
|
RGL |
|
TQI |
Customer relationships |
15 years |
|
15 years |
|
15 years |
Non-competes |
5 years |
|
5 years |
|
5 years |
Trade names |
2 years |
|
- |
|
5 years |
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the acquisitions occurred as of January 1, 2013 (in thousands, except per share data).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
September 30, 2014 |
September 30, 2013 |
|
September 30, 2014 |
September 30, 2013 |
Operating revenue |
$ |
201,477 |
|
$ |
187,924 |
|
|
$ |
571,986 |
|
$ |
529,022 |
|
Income from operations |
26,906 |
|
25,470 |
|
|
70,983 |
|
68,012 |
|
Net income |
16,744 |
|
15,814 |
|
|
44,254 |
|
43,128 |
|
Net income per share |
|
|
|
|
|
Basic |
$ |
0.55 |
|
$ |
0.52 |
|
|
$ |
1.44 |
|
$ |
1.44 |
|
Diluted |
$ |
0.54 |
|
$ |
0.51 |
|
|
$ |
1.42 |
|
$ |
1.41 |
|
|
| Schedule of Goodwill [Table Text Block] |
The following is a summary of the changes in goodwill for the nine months ended September 30, 2014. All goodwill, except the goodwill assigned to TQI, is deductible for tax purposes.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Air |
|
FASI |
|
TQI |
|
Total |
|
|
Accumulated |
|
|
Accumulated |
|
|
Accumulated |
|
|
|
Goodwill |
Impairment |
|
Goodwill |
Impairment |
|
Goodwill |
Impairment |
|
Net |
Beginning balance, December 31, 2013 |
$ |
37,926 |
|
$ |
— |
|
|
$ |
12,359 |
|
$ |
(6,953 |
) |
|
$ |
45,164 |
|
$ |
— |
|
|
$ |
88,496 |
|
CST and RGL acquisitions |
52,182 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
52,182 |
|
Ending balance, September 30, 2014 |
$ |
90,108 |
|
$ |
— |
|
|
$ |
12,359 |
|
$ |
(6,953 |
) |
|
$ |
45,164 |
|
$ |
— |
|
|
$ |
140,678 |
|
|
|
CST [Member]
|
|
| Goodwill [Line Items] |
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
The results of CST and RGL operations are reflected in the Company's consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 from the dates of acquisition are as follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2014 |
|
Dates of acquisition to September 30, 2014 |
Operating revenue |
$ |
21,100 |
|
|
$ |
49,975 |
|
Income from operations |
2,517 |
|
|
4,804 |
|
Net income |
1,553 |
|
|
2,934 |
|
Net income per share |
|
|
|
Basic |
$ |
0.05 |
|
|
$ |
0.10 |
|
Diluted |
$ |
0.05 |
|
|
$ |
0.09 |
|
|
|
TQI [Member]
|
|
| Goodwill [Line Items] |
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
The results of TQI reflected in the Company's consolidated statements of comprehensive income for the three and nine months ended September 30, 2013 from the date of acquisition (March 4, 2013) are as follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2013 |
|
March 4, 2013 to September 30, 2013 |
Operating revenue |
$ |
12,431 |
|
|
$ |
28,545 |
|
Income from operations |
934 |
|
|
1,936 |
|
Net income |
547 |
|
|
1,180 |
|
Net income per share |
|
|
|
Basic |
$ |
0.02 |
|
|
$ |
0.04 |
|
Diluted |
$ |
0.02 |
|
|
$ |
0.04 |
|
|