Acquisition of Gordon Trucking, Inc. Acquisition of Gordon Trucking, Inc.

12 Months Ended

Dec. 31, 2015

Acquisition of Gordon Trucking, Inc. [Abstract]

Acquisition of Gordon Trucking, Inc.

Acquisition of Gordon Trucking, Inc.

On November 11, 2013, Heartland Express, Inc. of Iowa (the “Buyer”), our wholly owned subsidiary, entered into a Stock Purchase Agreement, dated November 11, 2013 (the “Stock Purchase Agreement”), with GTI, the stockholders of GTI (the “Sellers”), and Mr. Larry Gordon, in his capacity as Sellers' Representative. GTI is a truckload carrier headquartered near Seattle, Washington, offering primarily asset-based transportation services in the dry van truckload market.

Pursuant to the Stock Purchase Agreement, the Buyer purchased 100% of GTI's issued and outstanding common stock (the “Transaction”). The Buyer paid $285.0 million of total consideration, for the issued and outstanding common stock of GTI, which was paid in cash, restricted shares of our common stock, and the assumption of certain indebtedness of GTI. The purchase price was adjusted in the first quarter of 2014 when a post-closing true-up of working capital that was finalized. Up to an additional $20.0 million is payable in an earn-out for performance through 2017 with certain maximum amounts payable each year, as described below. The Stock Purchase Agreement included an election under Internal Revenue Code Section 338(h)(10). In addition, the Buyer purchased the personal goodwill of Mr. Gordon for $15.0 million pursuant to an Asset Purchase Agreement.

The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. At closing, $24.0 million of the purchase price, in the form of our common stock, was placed in escrow to secure payment of any post-closing adjustments to the purchase price and to secure the Sellers' indemnification obligations to the Buyer, and $6.0 million of the purchase price in cash was placed in escrow to secure the post-closing working capital adjustment, which was released when the post-closing working capital adjustment was finalized in the first quarter of 2014. The shares originally valued at $24.0 million at closing, that were placed in escrow, were released in May 2015 upon satisfaction of the escrow requirements.

The funds to pay the cash consideration payable to the Sellers and Mr. Gordon were funded out of our available cash at the time of the acquisition. The shares issued as part of the purchase price were issued from treasury shares. In connection with the Transaction, the Buyer, as the borrower, as well as the Company, GTI, and the other members of our consolidated group entered into an unsecured revolving credit facility, initially in the amount of up to $250.0 million (the “Financing”). Proceeds of the Financing were used in part to repay all of GTI's debt assumed in the Transaction. See Note 5 for further details of the Financing.

GTI's results have been included in the consolidated financial statements since the date of acquisition and represented 48.6% of consolidated total assets as of December 31, 2013 and 9.6% of operating revenue for 2013. Acquisition related expenses of $2.2 million are included in the consolidated statement of comprehensive income for the year ended December 31, 2013.

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

	Year ended
	December 31, 2013
	(in thousands)
Operating revenue	$	961,525
Net income	90,821

These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be obtained in the future.

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

ALLOCATION OF PURCHASE PRICE	(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	95,371
Total assets	389,273
Accounts payable and accrued expenses	(30,665		)
Insurance accruals	(23,821		)
Long-term debt	(147,942		)
Contingent consideration	(13,618		)
Other accruals	(1,227		)
Total consideration transferred	$	172,000

TOTAL PURCHASE PRICE CONSIDERATION	(in thousands)
Cash paid pursuant to Stock Purchase Agreement	$	115,900
Cash paid pursuant to an Asset Purchase Agreement	15,000
Common stock issued (par value of $0.01)	$	41,100
Consideration transferred at closing	$	172,000
Cash acquired included in historical book value of GTI assets and liabilities	(20,000		)
Debt assumption	148,000
	$	300,000

The goodwill recognized represents expected synergies from combining our operations with those of 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.

As part of the Stock Purchase Agreement, we entered into a contingent consideration agreement with certain stockholders of the Sellers. The contingent consideration agreement includes various earn-out targets tied to certain operational metrics of GTI as well as consolidated operational performance over the period of 2014 through 2017. 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

Per the terms of the Stock Purchase Agreement, the Sellers will be entitled to any unearned earn-out amounts for 2014 and 2015 if the maximum earn-out target is achieved in either the 2016 or 2017 earn-out period, but in no event will the earn-out exceed $20.0 million in the aggregate for all earn-out periods. Contingent consideration of $1.8 million was paid in 2015 related to the 2014 earn-out requirements. At December 31, 2015, the Company estimated the potential earn-out liability was $12.2 million, all of which was included in other long-term liabilities. At December 31, 2014, the Company estimated the potential earn-out liability was $13.6 million, of which $2.3 million was included in other current liabilities and $11.3 million was included in other long-term liabilities.