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Acquisition
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisition

NOTE 2. Acquisition  

On December 3, 2018, a subsidiary of Hub Group, Inc. closed on the Agreement and Plan of Merger (the “Merger Agreement”) to acquire CaseStack, Inc. (“CaseStack”).  Total consideration for the transaction was $252.9 million.  To facilitate the acquisition we paid $249.4 million in cash, of which $248.7 million was paid in December of 2018 and $0.7 million in April 2019, there was also a deferred purchase consideration of $3.5 million.  The deferred purchase consideration is included in Accrued Other in our consolidated balance sheet and is being paid equally over twenty-four months.  

The acquisition of CaseStack expanded our logistics service offering to include transportation and warehousing consolidation solutions for consumer packaged goods companies selling into the North American retail channel.  The acquisition also added scale to our truck brokerage service offering, particularly in the less-than-truckload segment of the market.

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

Cash paid

$

249,389

 

Deferred purchase consideration

 

3,469

 

Total consideration

$

252,858

 

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):

 

Accounts receivable trade

$

31,896

 

Prepaid expenses and other current assets

 

694

 

Property and equipment

 

3,247

 

Deferred tax assets

 

6,433

 

Goodwill

 

166,070

 

Other intangibles

 

75,600

 

Other assets

 

120

 

Total assets acquired

$

284,060

 

 

 

 

 

Accounts payable trade

$

24,542

 

Accrued payroll

 

2,811

 

Accrued other

 

3,849

 

Total liabilities assumed

$

31,202

 

 

 

 

 

Total consideration

$

252,858

 

 

The CaseStack acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.”  Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of December 3, 2018 with the remaining unallocated purchase price recorded as goodwill.  The goodwill recognized in the CaseStack acquisition was primarily attributable to potential expansion and future development of the acquired business.

Tax history and attributes including net operating loss carryovers and other deferred tax assets are inherited in an equity purchase such as this, while goodwill is not tax deductible.

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

 

 

June 30, 2019

 

 

Life

Customer relationships - logistics services

$

65,600

 

 

$

3,827

 

 

$

61,773

 

 

10 years

Customer relationships - transportation services

$

8,700

 

 

$

1,015

 

 

$

7,685

 

 

5 years

Trade name

$

1,300

 

 

$

506

 

 

$

794

 

 

18 months

 

The above intangible assets are amortized using the straight-line method.  Amortization expense related to this acquisition for the three and six month periods ended June 30, 2019 was $2.3 million and $4.6 million.  The intangible assets have a weighted average useful life of approximately 9 years.  Amortization expense related to CaseStack for the next five years is as follows (in thousands):

 

 

 

Total

 

Remainder 2019

 

$

4,584

 

2020

 

$

8,661

 

2021

 

$

8,300

 

2022

 

$

8,300

 

2023

 

$

8,155

 

 

The following unaudited pro forma consolidated results of operations presents the effects of CaseStack as though it had been acquired as of January 1, 2018 (in thousands, except for per share amounts):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2018

 

 

June 30, 2018

 

Revenue

$

955,180

 

 

$

1,853,199

 

Income from continuing operations

$

18,771

 

 

$

32,086

 

Earnings per share (1)

 

 

 

 

 

 

 

Basic

$

0.56

 

 

$

0.96

 

Diluted

$

0.56

 

 

$

0.96

 

 

(1)

Earnings per share is from continuing operations.

The unaudited pro forma consolidated results for the periods shown were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and CaseStack. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations actually would have been had we completed the acquisition on January 1, 2018.