NOTE 4. Acquisitions

On April 1, 2011 (the "Acquisition Date") we entered into a definitive agreement pursuant to which we acquired all of the capital stock of Exel Transportation Services, Inc. ("ETS"). ETS is now our wholly-owned subsidiary, operating independently and renamed Mode Transportation, LLC ("Mode"). The purchase price for the ETS stock was $83.4 million before post closing adjustments for working capital. Based on estimated working capital, the amount paid at closing on April 1, 2011 was $90.1 million, net of cash acquired of $8.0 million, which we paid with cash on hand. Closing adjustments for working capital were agreed upon, resulting in a cash refund of $7.9 million in the third quarter of 2011, bringing the final purchase price to $82.2 million. The results of operations for Mode are included in our Consolidated Statements of Income for the period April 1, 2011 to December 31, 2011.

Mode has approximately 97 independent business owners who sell and operate the business throughout North America and 128 sales only agents. Mode also has a company managed operation and corporate offices in Dallas, TX, a temperature protected services division, Temstar, located in Downers Grove, IL and corporate offices in Memphis, TN. We believe this acquisition brings us highly complementary service offerings, more scale and a talented sales channel that allows us to better reach small and midsize customers.

Hub incurred due diligence costs of $1.7 million in 2011. Mode's integration costs, including severance, incurred since the date of the acquisition were approximately $1.6 million. Severance costs are included in Salaries and benefits and due diligence and integration costs are included in General and administrative in the Consolidated Statements of Income for the twelve months ended December 31, 2011.

The Mode acquisition was accounted for as a purchase business combination in accordance with ASC 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying Consolidated Balance Sheet at their estimated fair values as of April 1, 2011 with the remaining unallocated purchase price recorded as goodwill. The fair value assigned to the agency/customer relationships identifiable intangible was determined using an income approach based on management's estimates and assumptions. The fair value assigned to the property and equipment was determined based on a market approach.

The following table summarizes the allocation of the total purchase price to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):


	April 1, 2011
Accounts receivable trade	$	100,114
Accounts receivable other		1,429
Prepaid expenses and other current assets		764
Restricted investments		2,178
Property and equipment		10,632
Other intangibles		15,362
Goodwill		29,389
Other assets		678

Total assets acquired	$	160,546

Accounts payable trade	$	67,656
Accounts payable other		90
Accrued payroll		998
Accrued other		6,543
Non current liabilities		3,072

Total liabilities assumed	$	78,359

Net assets acquired	$	82,187

Purchase price	$	82,187

The total amount of tax deductible goodwill as of December 31, 2011 is $25.8 million, which will be amortized over 15 years. As of December 31, 2011 there are $4.7 million of assumed liabilities which, as they are paid, will result in additional tax deductible goodwill which can be amortized over the remainder of the 15 year period which started in April, 2011.

"Other intangibles" listed in the above table are as follows (in thousands):


	Purchased Amount at April 1, 2011		Accumulated Amortization		Balance at December 31, 2011		Life
Agency/customer relationships	$	15,362	$	640	$	14,722		18 years

The above intangible asset will be amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 31, 2011 was $0.6 million. Amortization expense related to Mode for the next five years is as follows (in thousands):


2012	$	853
2013		853
2014		853
2015		853
2016		853

The following unaudited pro forma consolidated results of operations for 2011 and 2010 assume that the acquisition of Mode was completed as of January 1, 2010 (in thousands, except for per share amounts)


	Twelve Months Ended		Twelve Months Ended
	December 31, 2011		December 31, 2010
Revenue	$	2,929,813	$	2,515,219
Net income	$	58,991	$	44,824
Earnings per share
Basic	$	1.60	$	1.20
Diluted	$	1.59	$	1.20

The unaudited pro forma consolidated results for the years ended December 31, 2011 and 2010 were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and Mode. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the consolidated results. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations actually would have been had we completed the acquisition on January 1, 2010.

On June 3, 2011, we purchased certain assets of Domestic Transport, Inc. ("Domestic Transport"). Domestic Transport was founded in 2005 with one truck hauling containers out of the Ports of Seattle and Tacoma. At the time of the acquisition, Domestic Transport had grown to a 22-driver operation that handled container deliveries in the state of Washington and throughout the Pacific Northwest. We did not have a drayage presence in this geographic market. The total purchase price was $0.7 million payable in installments of $0.6 million at closing and four equal installments of $0.025 million, paid quarterly starting September 3, 2011. The purchase price was allocated as follows: $0.1 million for the driver and customer relationships, $0.2 million for tractors and the remaining $0.4 million for goodwill.

On October 3, 2011, we purchased certain assets of Challenge Transport, Inc. ("Challenge Transport"). Challenge Transport was founded in 1995 in South Kearny, New Jersey. At the time of the acquisition, Challenge Transport had a 41-driver operation that handled container deliveries throughout the northeast region. We did not have much of a drayage presence in this geographic market. The total purchase price was $2.5 million payable in installments of $2.0 million at closing and four equal installments of $0.125 million, paid quarterly starting January 3, 2012. The purchase price was allocated as follows: $1.3 million for the customer relationships, $0.3 million for the driver relationships and the remaining $0.9 million for goodwill.

All operations of these acquisitions are included in our consolidated financial statements since their date of acquisition.