Acquisition of Gordon Trucking, Inc. (Tables)

12 Months Ended

Dec. 31, 2013

Acquisition of Gordon Trucking, Inc. [Abstract]

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma consolidated results of operations for the years ended December 31, 2013 and 2012 assume that the acquisition of GTI occurred as of January 1, 2012.

	Year ended
	December 31, 2012		December 31, 2013
	(in thousands)
Operating revenue	$	972,340	$	961,525
Net income	64,769		90,821

Allocation of Purchase Price [Table Text Block]

The allocation of the purchase price is detailed in the tables below. The final purchase price allocation remains subject to a post closing working capital adjustment, earn-out amounts achieved (if any), and other adjustments. The goodwill recognized represents expected synergies from combining the operations of the Company with GTI, as well as other intangible assets that did not meet the criteria for separate recognition. All tax goodwill recognized in the Transaction is deductible for tax purposes over 15 years.

ALLOCATION OF PURCHASE PRICE	(in thousands)
Cash paid (before netting $20 million cash acquired)				$	130,900
Value of common stock issued (2.86 million shares)				41,100
Total fair value of consideration transferred (before netting $20 million cash acquired), excluding debt assumed				172,000
Allocated to:
Historical book value of GTI's assets and liabilities	$	92,125
Adjustments to recognize assets and liabilities at acquisition-date fair value:
Property, plant, and equipment	(17,912		)
Other assets	3,450
Liabilities	(18,576		)
Fair value of tangible net assets acquired				59,087
Identifiable intangibles at acquisition-date fair value				19,042
Excess of consideration transferred over the net amount of assets and liabilities recognized, including $13.6 million attributable to the fair value of a potential earn-out obligation (goodwill)				$	93,871

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The assets and liabilities associated with GTI were recorded at their fair values as of the acquisition date and the amounts are as follows:

	(in thousands)
Cash and cash equivalents	$	21,485
Accounts receivable	45,679
Other current assets	14,371
Property and equipment	189,409
Other non-current assets	3,916
Intangible assets	19,042
Goodwill	93,871
Total assets	387,773
Accounts payable and accrued expenses	(29,165		)
Insurance accruals	(23,821		)
Long-term debt	(147,942		)
Other accruals	(14,845		)
Total consideration transferred	$	172,000

Total Purchase Price Consideration [Table Text Block]

TOTAL PURCHASE PRICE CONSIDERATION	(in thousands)
Cash paid pursuant to Stock Purchase Agreement	$	115,900
Cash paid pursuant to an Asset Allocation Agreement	15,000
Cash acquired included in historical book value of GTI assets and liabilities	(20,000		)
Net cash paid at closing	$	110,900
Common stock issued (par value of $0.01)	$	41,100
Debt assumption	148,000
	$	300,000

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block]

The total potential earn-out is $20.0 million with maximum amounts payable each year as follows:

	(in thousands)
2014	$	6,000
2015	6,000
2016-2017	8,000
	$	20,000