Acquisition (Tables) - Estenson Logistics, LLC [Member]

3 Months Ended

Mar. 31, 2018

Summary of Total Purchase Price Allocated to Net Assets Acquired

The following table summarizes the total purchase price allocated to the net assets acquired (in thousands):

Cash paid	$	165,945
Consideration payable		1,081
Contingent consideration, fair value		4,703
Total consideration		171,729
Equipment debt assumed		112,962
Total base purchase price	$	284,691

Summarizes the Allocation of Total Consideration to the Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

	July 1, 2017
Cash and cash equivalents	$	12
Accounts receivable trade		26,909
Accounts receivable other		165
Prepaid expenses and other current assets		1,500
Property and equipment		128,477
Other intangibles		66,400
Goodwill		86,059
Other assets		64
Total assets acquired	$	309,586
Accounts payable trade	$	4,110
Accrued payroll		5,727
Accrued other		15,058
Equipment debt		112,962
Total liabilities assumed	$	137,857
Total consideration	$	171,729

Components of Other Intangibles Acquired

The components of “Other intangibles” listed in the above table as of the acquisition date are as follows (in thousands):

			Accumulated		Balance at		Estimated Useful
	Amount		Amortization		March 31, 2018		Life
Customer relationships	$	66,000	$	3,300	$	62,700	15 years
Trade name	$	400	$	400	$	0	3 months

Amortization Expense

Amortization expense related to HGD for the next five years is as follows (in thousands):

Remainder 2018	$	3,300
2019		4,400
2020		4,400
2021		4,400
2022		4,400

Unaudited Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for 2017 assume that the acquisition of Estenson was completed as of January 1, 2017 (in thousands, except for per share amounts):

	Three Months
	Ended
	March 31, 2017
Revenue	$	947,344
Net income	$	11,603
Earnings per share
Basic	$	0.35
Diluted	$	0.35