Acquisitions

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Acquisition

11.    Acquisition

On February 2, 2015, the Company acquired 100% of the interests of LinkEx, Inc. (LinkEx), a non-asset third party logistics business based in Dallas, Texas. The Company believes this acquisition is a future growth opportunity for its portfolio of services in the non-asset market. This acquisition fits into the Company’s strategic goal of diversifying Saia’s portfolio of service offerings. Pursuant to the terms of the purchase agreement, the Company paid $22.2 million at the acquisition date with a potential earn-out of up to $3 million subject to meeting profit targets. The Company concluded that LinkEx will not likely meet these profit targets and, thus, did not record a liability related to contingent consideration as of the acquisition date.

During the fourth quarter of 2015, the Company finalized its purchase accounting related to the acquisition of LinkEx as indicated below (in thousands). The goodwill, customer lists and other identifiable intangible assets associated with the acquisition will be deductible for federal and state income tax purposes ratably over a 15 year period. The weighted-average useful life for the identified intangible assets is 14.4 years.

Consideration:
Cash, net of cash received	$	(22,238	)
Fair value of total consideration transferred	$	(22,238	)
Acquisition related costs included in SG&A	$	300
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	$	4,337
Property and equipment		430
Customer lists		11,300
Other identifiable intangible assets		2,300
Other non-current assets		9
Current liabilities		(2,900	)
Non-current liabilities		(32	)
Total identifiable net assets assumed	$	15,444
Goodwill		6,794
Total	$	22,238

Results of LinkEx are included in the accompanying Consolidated Statements of Operations commencing on the date of acquisition. The Company accounted for the acquisition using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at the acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.