Annual report pursuant to Section 13 and 15(d)

Acquisitions, Goodwill and Other Long-Lived Assets Acquisitions, Goodwill and Other Long-Lived Assets (Tables)

v3.6.0.2
Acquisitions, Goodwill and Other Long-Lived Assets Acquisitions, Goodwill and Other Long-Lived Assets (Tables)
12 Months Ended
Dec. 31, 2016
Goodwill [Line Items]  
Vacated Facility Reserve [Table Text Block]
The following is a summary of the vacated facility reserve:

Balance at December 31, 2015
$
6,731

Reserves for vacated facilities
990

Payments
(4,058
)
Balance at December 31, 2016
$
3,663

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):

Towne
CST
Ace & Triumph
RGL & MMT

March 9, 2015
February 2, 2014
January & August 2016
September & November 2014
Tangible assets:
 






Accounts receivable
$
24,068

$
9,339

$

$

Prepaid expenses and other current assets
2,916

101



Property and equipment
2,095

2,132

1,294

287

Other assets
614

35



Deferred income taxes




Total tangible assets
29,693

11,607

1,294

287

Intangible assets:
 






Non-compete agreements

930

139

92

Trade name

500



Customer relationships
66,000

36,000

5,335

3,590

Goodwill
59,666

51,710

6,282

4,206

Total intangible assets
125,666

89,140

11,756

7,888

Total assets acquired
155,359

100,747

13,050

8,175


 



Liabilities assumed:
 



Current liabilities
28,920

6,535


1,000

Other liabilities
3,886


1,250


Debt and capital lease obligations
59,544

11,215



Deferred income taxes
1,131




Total liabilities assumed
93,481

17,750

1,250

1,000

Net assets acquired
$
61,878

$
82,997

$
11,800

7,175

Business Acquisition, Pro Forma Information [Table Text Block]

The acquired definite-live intangible assets have the following useful lives:

Useful Lives

Towne
 
CST

Ace & Triumph

RGL & MMT
Customer relationships
20 years
 
15 years

15 years

15 years
Non-competes
-
 
5 years

5 years

5 years
Trade names
-
 
2 years

-

-

The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach (level 3). Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believed the level and timing of cash flows appropriately reflected market participant assumptions. The fair value of the acquired trade names were estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on a hypothetical royalty stream that would be paid if the Company did not own the applicable names and had to license the trade name. The Company derived the hypothetical royalty income from the projected revenues of CST. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset.
    
The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the Towne and CST acquisition occurred as of January 1, 2014 (in thousands, except per share data).

Year ended

December 31,
2016
 
December 31,
2015
 
December 31,
2014
Operating revenue
$
982,530

 
$
993,352

 
$
1,017,005

Income from operations
59,979

 
79,465

 
89,650

Net income
27,670

 
53,096

 
56,092

Net income per share
 
 

 

Basic
$
0.91

 
$
1.72

 
$
1.82

Diluted
$
0.90

 
$
1.70

 
$
1.79

Schedule of Goodwill [Table Text Block]
The following is a summary of the changes in goodwill for the year ended December 31, 2016. Approximately $105,531 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
Beginning balance, December 31, 2015
$
99,123

$

 
$
45,164

$

 
$
12,359

$
(6,953
)
 
$
55,916

$

 
$
205,609

Ace & Triumph acquisitions


 


 


 
6,282


 
6,282

TQI Impairment


 

(25,686
)
 


 


 
(25,686
)
Adjustment of Towne acquisition
(1,530
)

 


 


 


 
(1,530
)
Ending balance, December 31, 2016
$
97,593

$

 
$
45,164

$
(25,686
)
 
$
12,359

$
(6,953
)
 
$
62,198

$

 
$
184,675

Definite-Lived Intangible Assets [Member]  
Goodwill [Line Items]  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
As of December 31, 2016, definite-lived intangible assets are comprised of the following:
 
Acquired Intangibles
 
Accumulated Amortization
 
Accumulated Impairment
 
Net Acquired Intangibles
Customer relationships
$
179,575

 
$
57,390

 
$
16,501

 
$
105,684

Non-compete agreements
3,410

 
2,677

 

 
733

Trade name
1,500

 
1,267

 

 
233

Total
$
184,485

 
$
61,334

 
$
16,501

 
$
106,650



The estimated amortization expense for the next five years on definite-lived intangible assets as of December 31, 2016 is as follows:


2017

2018

2019

2020

2021
Customer relationships
$
8,995


$
7,490


$
7,410


$
7,410


$
7,267

Non-compete agreements
244


232


58


28


15

Trade name
200


33







Total
$
9,439


$
7,755


$
7,468


$
7,438


$
7,282

CST [Member]  
Goodwill [Line Items]  
Business Acquisition, Pro Forma Information [Table Text Block]
The assets, liabilities, and operating results of CST have been included in the Company's consolidated financial statements from the date of acquisition and are included in the Intermodal reportable segment. The results of CST operations are reflected in the Company's consolidated statements of comprehensive income for the year ended December 31, 2014 from the dates of acquisition are as follows (in thousands, except per share data):


Dates of Acquisition to December 31, 2014
Intermodal revenue
$
72,314

Operating income
7,525

Net income
4,586

Net income per share

Basic
$
0.15

Diluted
$
0.15