XML 54 R8.htm IDEA: XBRL DOCUMENT
v3.19.3

Acquisition | 9 Months Ended
--- | ---
Sep. 30, 2019
Business Combinations [Abstract] |
Acquisition | NOTE 2.Acquisition On December 3, 2018, we acquired CaseStack, Inc. (“CaseStack”). Total consideration for the transaction was $252.9 million, which included $249.4 million in cash, of which $248.7 million was paid in December 2018 and $0.7 million in April 2019. There was also a deferred purchase consideration of $3.5 million. The deferred purchase consideration is included in Accrued Other in our Consolidated Balance Sheet and is being paid equally over twenty-four months. The acquisition of CaseStack expanded our logistics service offering to include transportation and warehousing consolidation solutions for consumer packaged goods companies selling into the North American retail channel. The acquisition also added scale to our truck brokerage service offering, particularly in the less-than-truckload segment of the market. The following table summarizes the total purchase price allocated to the net assets acquired (in thousands):
Cash paid | $ | 249,389 |
Deferred purchase consideration |  | 3,469 |
Total consideration | $ | 252,858 |
The following table summarizes the allocation of the total consideration to the assets and liabilities assumed as of the date of the acquisition (in thousands):
Accounts receivable trade | $ | 31,896 |
Prepaid expenses and other current assets |  | 694 |
Property and equipment |  | 3,247 |
Deferred tax assets |  | 6,433 |
Goodwill |  | 166,070 |
Other intangibles |  | 75,600 |
Other assets |  | 120 |
Total assets acquired | $ | 284,060 |
Accounts payable trade | $ | 24,542 |
Accrued payroll |  | 2,811 |
Accrued other |  | 3,849 |
Total liabilities assumed | $ | 31,202 |
Total consideration | $ | 252,858 |
The CaseStack 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 December 3, 2018 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the CaseStack acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes including net operating loss carryovers and other deferred tax assets are inherited in an equity purchase such as this, while goodwill is not tax deductible. The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated as follows (in thousands):
|  |  |  |  | Accumulated |  |  | Balance at |  |  | Estimated Useful
| Amount |  |  | Amortization |  |  | September 30, 2019 |  |  | Life
Customer relationships - logistics services | $ | 65,600 |  |  | $ | 5,467 |  |  | $ | 60,133 |  |  | 10 years
Customer relationships - transportation services | $ | 8,700 |  |  | $ | 1,450 |  |  | $ | 7,250 |  |  | 5 years
Trade name | $ | 1,300 |  |  | $ | 722 |  |  | $ | 578 |  |  | 18 months
The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three and nine month periods ended September 30, 2019 was $2.3 million and $6.9 million. The intangible assets have a weighted average useful life of approximately 9 years. Amortization expense related to CaseStack for the next five years is as follows (in thousands):
|  | Total |
Remainder 2019 |  | $ | 2,292 |
2020 |  | $ | 8,661 |
2021 |  | $ | 8,300 |
2022 |  | $ | 8,300 |
2023 |  | $ | 8,155 |
The following unaudited pro forma consolidated results of operations presents the effects of CaseStack as though it had been acquired as of January 1, 2018 (in thousands, except for per share amounts):
| Three Months Ended |  |  | Nine Months Ended |
| September 30, 2018 |  |  | September 30, 2018 |
Revenue | $ | 996,848 |  |  | $ | 2,850,047 |
Income from continuing operations | $ | 27,788 |  |  | $ | 59,874 |
Earnings per share (1) |  |  |  |  |  |  |
Basic | $ | 0.83 |  |  | $ | 1.79 |
Diluted | $ | 0.83 |  |  | $ | 1.78 |
| (1) | Earnings per share is from continuing operations.
The unaudited pro forma consolidated results for the periods shown were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and CaseStack. 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 combined 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, 2018.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration