Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company completes an impairment test of goodwill annually. This impairment test did not result in any impairment losses. There is no goodwill impairment for any of the periods presented in our financial statements.

The following is a rollforward of goodwill from December 31, 2010 to December 31, 2012 by reportable segment (in thousands):



	LTL		TL		TMS		Total
Goodwill balance as of December 31, 2010	$	185,406	$	25,776	$	35,706	$	246,888
Acquisition of Morgan Southern	—		15,019		—		15,019
Acquisition of Bruenger	—		4,182		—		4,182
Acquisition of James Brooks	—		7,944		—		7,944
Acquisition of Prime	—		90,654		—		90,654
Goodwill balance as of December 31, 2011	185,406		143,575		35,706		364,687
Acquisition of CTL	—		—		6,434		6,434
Acquisition of D&E	—		8,211		—		8,211
Acquisition of CTW	—		9,223		—		9,223
Acquisition of R&M	—		20,164		—		20,164
Acquisition of EFS	12,050		—		—		12,050
Acquisition of Central Cal	—		6,688		—		6,688
Acquisition of A&A	—		12,361		—		12,361
Acquisition of DCT	—		2,325		—		2,325
Goodwill balance as of December 31, 2012	$	197,456	$	202,547	$	42,140	$	442,143

Intangible assets consist of customer relationships acquired from business acquisitions. Intangible assets as of December 31, 2012 and 2011 were as follows (in thousands):



	2012							2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
TL	$	15,115	$	(3,430	)	$	11,685	$	11,700	$	(2,005	)	$	9,695
LTL	1,358		(497		)	861		800		(320		)	480
TMS	626		(462		)	164		546		(340		)	206
Total customer relationships	$	17,099	$	(4,389	)	$	12,710	$	13,046	$	(2,665	)	$	10,381

The customer relationships intangible assets are amortized over their estimated five to ten year useful lives. Amortization expense for the years ended December 31, 2012, 2011 and 2010 was $1.7 million, $0.7 million, and $0.6 million, respectively. Estimated amortization expense for each of the next five years based on the intangible assets at December 31, 2012 is as follows (in thousands):



	Amount
Year Ending:
2013	$	2,007
2014	1,985
2015	1,788
2016	1,697
2017	1,576
Thereafter	3,657

Total	$	12,710

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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