XML 18 R8.htm IDEA: XBRL DOCUMENT v3.21.1
Acquisitions
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Acquisitions

NOTE 2. Acquisition

On December 9, 2020, we acquired 100% of the equity interest of NonstopDelivery, LLC ("NSD"). Total consideration for the transaction was $104.6 million which consisted of cash paid of $89.7 million, the settlement of Hub’s accounts receivable due from NSD of $14.8 million and the true-up of certain post-closing activities of $0.1 million.

The acquisition of NSD expanded our logistics service offering to include residential last mile logistics. NSD operates through a non-asset business model, working with a network of over 170 carriers throughout the country. The financial results of NSD since the acquisition date 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 process of reviewing 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

 

1,018

 

Right of use assets - operating leases

 

1,295

 

Goodwill, net

 

36,388

 

Other intangibles

 

47,700

 

Other assets

 

42

 

Total assets acquired

$

117,729

 

 

 

 

Accounts payable trade

$

9,972

 

Accrued payroll

 

1,324

 

Accrued other

 

578

 

Lease liability - operating leases short-term

 

373

 

Lease liability - operating leases long-term

 

922

 

Total liabilities assumed

$

13,169

 

 

 

 

Total consideration

$

104,560

 

 

 

 

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.

The following table presents the carrying amount of goodwill (in thousands):

 

Total

 

Balance at January 1, 2021

$

508,555

 

Acquisition

 

12,073

 

Other

 

(36

)

Balance at March 31, 2021

$

520,592

 

The changes noted as "acquisition" in the above table refer to purchase accounting adjustments related to the NSD acquisition.

The changes noted as "other" in the above table refer to the amortization of the income tax benefit of tax goodwill in excess of financial statement goodwill.

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.

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

 

 

March 31, 2021

 

 

Life

Customer relationships

$

46,200

 

 

$

1,027

 

 

$

45,173

 

 

15 years

Agent relationships

$

600

 

 

$

50

 

 

$

550

 

 

4 years

Trade name

$

900

 

 

$

200

 

 

$

700

 

 

18 months

 

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three months ended March 31, 2021 was $0.8 million. The intangible assets have a weighted average useful life of approximately 14.33 years. Amortization expense related to NSD for the next five years is as follows (in thousands):

 

 

 

Total

 

Remainder of 2021

 

$

2,873

 

2022

 

 

3,480

 

2023

 

 

3,230

 

2024

 

 

3,218

 

2025

 

 

3,080

 

 

 

 

 

The following unaudited pro forma consolidated results of operations present the effects of NSD as though it had been acquired as of January 1, 2020 (in thousands, except for per share amounts):

 

 

Three Months Ended

 

 

March 31, 2020

 

Revenue

$

854,960

 

Net income

$

13,789

 

Earnings per share

 

 

Basic

$

0.42

 

Diluted

$

0.41

 

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 NSD. 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, 2020.