XML 20 R9.htm IDEA: XBRL DOCUMENT v3.19.1
Discontinued Operations
3 Months Ended
Mar. 31, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

 

NOTE 3.

Discontinued Operations  

On August 31, 2018, Hub Group, Inc. entered into the Purchase Agreement with Mode, a direct wholly-owned subsidiary of the Company, and Mode Purchaser, Inc., an affiliate of York Capital Management (“Purchaser”) pursuant to which the Company sold all of the issued and outstanding membership interests of Mode to Purchaser (the “Disposition”). Total consideration received by the Company for the Disposition in the third quarter of 2018 was $238.5 million in cash, subject to customary purchase price adjustments.  An additional $19.4 million consideration receivable was recorded in other receivables in the Consolidated Balance Sheet in the fourth quarter of 2018 due to the settlement of the net working capital and other contractual adjustments.  The $19.4 million receivable was received in the first quarter of 2019.

During the three months ended March 31, 2018, Mode had revenue of $13.6 million from Hub and Hub had revenue of $10.0 million from Mode.  These sales were eliminated on our Consolidated Statements of Income.  In connection with the Disposition, the Company and Mode have entered into a transition services agreement pursuant to which both the Company and Mode will provide certain immaterial transition services to the other party for a period of time following the closing.

The 2018 results associated with Mode are classified as income from discontinued operations, net of income taxes, in our Consolidated Statements of Income.  Income from discontinued operations is comprised of the following:

 

Three Months Ended

 

 

March 31, 2018

 

Revenue

$

258,628

 

Transportation costs

 

226,876

 

Gross margin

 

31,752

 

 

 

 

 

Costs and expenses:

 

 

 

Salaries and benefits

 

3,703

 

General and administrative

 

21,209

 

Depreciation and amortization

 

242

 

Total costs and expenses

 

25,154

 

 

 

 

 

Operating income from discontinued operations

 

6,598

 

 

 

 

 

Other income

 

 

 

Interest income

 

10

 

Other, net

 

(5

)

Total other income

 

5

 

 

 

 

 

Income from discontinued operations before income taxes

 

6,603

 

Provision for income taxes

 

1,505

 

 

 

 

 

Income from discontinued operations

$

5,098

 

Selling, general and administrative expenses recorded in discontinued operations include corporate costs incurred directly in support of Mode.

Proceeds from the sale of Mode have been presented in the Consolidated Statements of Cash Flows under investing activities for the three months ended March 31, 2019.  Total operating and investing cash flows of discontinued operations for the three months ended March 31, 2018 are comprised of the following, which exclude the effect of income taxes:

 

Three Months Ended

 

(in thousands)

March 31, 2018

 

Net cash provided by operating activities

 

10,774

 

Net cash used in investing activities

 

(641

)