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Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions

NOTE 5. Acquisitions  

NonstopDelivery, LLC Acquisition

On December 9, 2020, we acquired 100% of the equity interest of NSD. Total consideration for the transaction was $103.3 million which consisted of cash paid of $89.7 million and the settlement of Hub’s accounts receivable due from NSD of $13.6 million.  

 

The acquisition of NSD expanded our logistics service offering to include last mile logistics. NSD provides residential last mile delivery services through a non-asset business model, working with a network of over 170 carriers throughout the country. The financial results, since the acquisition date, of NSD are included in our logistics line of business.

The initial accounting for the acquisition of NSD is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets. In addition, the Company is in the preparation and final review process of the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the consolidated financial statements related to the NSD acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

 

 

December 9, 2020

 

 

Cash and cash equivalents

$

4,829

 

 

Accounts receivable trade

 

26,250

 

 

Prepaid expenses and other current assets

 

207

 

 

Property and equipment

 

2,907

 

 

Right of use assets - operating leases

 

1,105

 

 

Goodwill, net

 

24,315

 

 

Other intangibles

 

56,736

 

 

Other assets

 

42

 

 

Total assets acquired

$

116,391

 

 

 

 

 

 

 

Accounts payable trade

$

9,972

 

 

Accrued payroll

 

1,324

 

 

Accrued other

 

578

 

 

Lease liability - operating leases

 

364

 

 

Lease liability - financing leases

 

864

 

 

Total liabilities assumed

$

13,102

 

 

 

 

 

 

 

Total consideration

$

103,289

 

 

 

 

 

 

 

Cash paid, net

$

84,845

 

 

 

The NSD 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 9, 2020 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the NSD acquisition was primarily attributable to potential expansion and future development of the acquired business.

 

Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years.

We incurred approximately $1.0 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2020.

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

 

 

December 31, 2020

 

 

Life

Customer relationships

$

52,683

 

 

$

293

 

 

$

52,390

 

 

15 years

Agent relationships

$

2,432

 

 

$

51

 

 

$

2,381

 

 

4 years

Trade name

$

1,621

 

 

$

90

 

 

$

1,531

 

 

18 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 31, 2020 was $0.4 million. The intangible assets have a weighted average useful life of approximately 14.08 years.  

From the date of the acquisition through December 31, 2020, NSD’s revenue was $10.2 million and operating income was $0.9 million.

 

CaseStack Acquisition

On December 3, 2018, we completed the CaseStack Acquisition. 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 was paid equally over the twenty-four months following the transaction. Prior to being paid, it was included in Accrued Other in our Consolidated Balance Sheets.

The CaseStack Acquisition expanded our logistics service offering to include transportation and warehousing consolidation solutions for consumer goods companies selling into the North American retail channel. The transaction 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 acquired 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, net

 

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 transaction 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.

We incurred approximately $1.4 million of transaction costs prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2018.

   

From the date of the transaction through December 31, 2018, CaseStack’s revenue was $20.8 million and operating income was $0.7 million.

 

The following unaudited pro forma consolidated results of operations presents the effects of NSD as though it had been acquired as of January 1, 2019 and CaseStack as though it had been owned as of January 1, 2018 (in thousands, except for per share amounts):

 

 

Twelve Months Ended

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

Revenue

$

3,584,538

 

 

$

3,733,507

 

 

$

3,912,745

 

Income from continuing operations

$

84,874

 

 

$

107,998

 

 

$

133,310

 

Earnings per share (1)

 

 

 

 

 

 

 

 

 

 

 

Basic

$

2.56

 

 

$

3.24

 

 

$

2.81

 

Diluted

$

2.53

 

 

$

3.23

 

 

$

2.79

 

 

 

(1)

Earnings per share is from continuing operations.

 

The unaudited pro forma consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub, NSD 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 NSD acquisition on January 1, 2019 and CaseStack Acquisition on January 1, 2018.