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Acquisitions and Goodwill | 6 Months Ended
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Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract] |
Acquisitions and Goodwill | Acquisitions and Goodwill Expedited LTL Acquisitions As part of our strategy to expand our final mile pickup and delivery operations, in April 2019, we acquired certain assets of FSA Network, Inc. doing business as FSA Logistix (“FSA”) for $27,000 and a potential earnout of up to $15,000. This acquisition provides an opportunity for our Expedited LTL segment to expand its final mile service offering into additional geographic markets, form relationships with new customers, and add volumes to our existing locations. The assets, liabilities, and operating results of this acquisition have been included in the Company's consolidated financial statements from the date of acquisition and have been assigned to the Expedited LTL reportable segment. The acquisition agreement provides the sellers an earnout opportunity of up to $15,000 based on the achievement of certain revenue milestones over a two year period, beginning May 1, 2019. As of June 30, 2019, the fair value of the earn-out liability was $10,321 and is included in other current and long-term liabilities in the condensed consolidated balance sheet. The earn-out liability was classified as Level 3 of the fair value hierarchy as defined in the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“the FASB Codification”) and the value was determined based on estimated revenues and the probability of achieving them. The fair value was based on the two-year performance of FSA's acquired customer revenue and was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo simulation are summarized in the following table:
| FSA Earn-out
Risk-free rate | 2.4%
Revenue discount rate | 8.5%
Revenue volatility | 9.0%
Allocations of Purchase Price The following table presents the allocation of the FSA purchase price to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (in thousands):
| FSA
| April 21, 2019
Tangible assets: |
Cash | $ | 202 |
Other receivables | 1,491 |
Property and equipment | 40 |
Total tangible assets | 1,733 |
Intangible assets: |
Non-compete agreements | 900 |
Customer relationships | 17,100 |
Goodwill | 19,281 |
Total intangible assets | 37,281 |
Total assets acquired | 39,014 |
Liabilities assumed: |
Current liabilities | 7,664 |
Other liabilities | 4,350 |
Total liabilities assumed | 12,014 |
Net assets acquired | $ | 27,000 |
The above purchase price allocation for FSA is preliminary, as the Company is still in the process of finalizing the valuation of the acquired assets and liabilities assumed. The above estimated fair values of assets acquired and liabilities assumed for FSA are based on the information that was available as of the acquisition date through the date of this filing. The acquired definite-lived intangible assets have the following useful lives:
| FSA Useful Lives
Non-compete agreements | 5 years
Customer relationships | 15 years
The fair value of the non-compete agreements and customer relationships assets were estimated using an income approach. The Company's inputs into fair value estimates are classified within level 3 of the fair value hierarchy. Under this method, an intangible asset's fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To estimate fair value, the Company used cash flows discounted at rates considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. Cash flows were assumed to extend through the remaining economic useful life of each class of intangible asset. Intermodal Acquisitions As part of the Company's strategy to expand its Intermodal operations, in July 2018, the Company acquired certain assets of Multi-Modal Transport Inc. ("MMT") for $3,737, and in October 2018, the Company acquired certain assets of Southwest Freight Distributors (“Southwest”) for $16,250. The MMT acquisition provides Intermodal with an expanded footprint in the Minnesota, North Dakota, South Dakota, Iowa and Wisconsin markets, and the Southwest acquisition provides an expanded footprint in Texas. Both MMT and Southwest also provide access to several strategic customer relationships. The assets, liabilities, and operating results of these collective acquisitions have been included in the Company's consolidated financial statements from their dates of acquisition and have been included in the Intermodal reportable segment. Goodwill The Company conducted its annual impairment assessments and test of goodwill for each reporting unit as of June 30, 2019 and no impairment charges were required at that time. The first step of the goodwill impairment test is the Company's assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach. If a quantitative fair value estimation is required, the Company estimates the fair value of the applicable reporting units, using a combination of discounted projected cash flows and market valuations for comparable companies as of the valuation date (level 3). If this estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value. Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances. During the six months ended June 30, 2019, no indicators of impairment were identified. The following is a summary of the Company's goodwill as of June 30, 2019. Approximately $139,229 of goodwill is deductible for tax purposes.
| Beginning balance, December 31, 2018 |  | FSA Acquisition |  | Ending balance, June 30, 2019
Expedited LTL |  |  |  |  |
Goodwill | $ | 97,593 |  |  | $ | 19,281 |  |  | $ | 116,874 |
Accumulated Impairment | — |  |  | — |  |  | — |
Intermodal |  |  |  |  |
Goodwill | 76,615 |  |  | — |  |  | 76,615 |
Accumulated Impairment | — |  |  | — |  |  | — |
TLS |  |  |  |  |
Goodwill | 45,164 |  |  | — |  |  | 45,164 |
Accumulated Impairment | (25,686 | ) |  | — |  |  | (25,686 | )
Pool Distribution |  |  |  |  |
Goodwill | 12,359 |  |  | — |  |  | 12,359 |
Accumulated Impairment | (6,953 | ) |  | — |  |  | (6,953 | )
Total | $ | 199,092 |  |  | $ | 19,281 |  |  | $ | 218,373 |

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