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Acquisitions
9 Months Ended
Sep. 28, 2019
Business Combinations [Abstract]  
Acquisitions

(5)

Acquisitions

On April 22, 2019, the Company acquired Michael’s Cartage, Inc. (“Michael’s”).  Headquartered in Bridgeview, Illinois, Michael’s provides intermodal drayage services to customers primarily within a 300-mile radius of the Chicagoland area. The total cash purchase price was $22.0 million, subject to post-closing adjustments.  The Company used available cash and borrowings on its revolving credit facility to finance the acquisition, and is in the process of finalizing the purchase accounting for this transaction.  Approximately $0.4 million of transaction related costs were incurred in the acquisition.

The Company accounted for the acquisition in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is included in our transportation segment, and is deductible for income tax purposes. The Company is in the process of finalizing post-closing purchase price adjustments and valuations related to certain assets and liabilities. The preliminary allocation of the purchase price is as follows (in thousands):

 

Current assets

 

$

3,572

 

 

Property and equipment

 

 

2,831

 

 

Goodwill

 

 

6,049

 

 

Intangible assets

 

 

9,235

 

 

Current liabilities

 

 

(461

)

 

Deferred tax liabilities, net

 

 

(24

)

 

 

 

$

21,202

 

 

 

The intangible assets represent the acquired company’s customer relationships and non-competition agreements.  The acquired customer relationships are being amortized over a period of 11 years and the non-competition agreements are being amortized over a period of five years.  The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.  

 

The following unaudited pro forma results of operations present consolidated information of the Company as if Michael’s was acquired on January 1, 2018 (in thousands, except per share data):

 

 

 

Thirteen Weeks Ended

 

 

Thirty-nine Weeks Ended

 

 

 

September 28,

2019

 

 

September 29,

2018

 

 

September 28,

2019

 

 

September 29,

2018

 

Operating revenues

 

$

375,485

 

 

$

382,534

 

 

$

1,145,016

 

 

$

1,098,813

 

Income from operations

 

$

(7,353

)

 

$

23,510

 

 

$

50,656

 

 

$

68,264

 

Net income

 

$

(8,420

)

 

$

15,628

 

 

$

29,230

 

 

$

44,442

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.30

)

 

$

0.55

 

 

$

1.03

 

 

$

1.57

 

Diluted

 

$

(0.30

)

 

$

0.55

 

 

$

1.03

 

 

$

1.57