Attached files
file | filename |
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EX-99.3 - EXHIBIT 99.3 - Hub Group, Inc. | exh_993.htm |
EX-99.2 - EXHIBIT 99.2 - Hub Group, Inc. | exh_992.htm |
EX-23.1 - EXHIBIT 23.1 - Hub Group, Inc. | exh_231.htm |
8-K/A - FORM 8-K/A - Hub Group, Inc. | f8ka_091517.htm |
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On July 1, 2017, Hub Group, Inc. (the “Company”, “Hub”), through its wholly-owned subsidiary Hub Group Trucking, Inc. (“HGT”), closed on the acquisition of Estenson Logistics, LLC, a Delaware limited liability company (“Hub Group Dedicated”), pursuant to a Purchase Agreement dated as of May 25, 2017, by and among HGT and Estenson Logistics, LLC, a Nevada limited liability company (“Estenson”), Hub Group Dedicated, Timothy J. Estenson, an individual, Timothy J. Estenson and Traci M. Estenson, Trustees of the Timothy J. Estenson and Traci M. Estenson Trust, dated February 23, 2003, Paul A. Truman, an individual, The Paul A. and Kristen Truman Living Trust 2009, dated August 6, 2009, and solely for purposes of the certain sections identified therein, Truline Corporation, a Nevada corporation (the “Acquisition”). Excluded from the Acquisition was one customer relationship, which was retained by Estenson. Due to provisions of the Purchase Agreement, $13.4 million of equipment assets related to this retained customer were acquired by Hub and were returned to Estenson post-closing in complete satisfaction of the equipment obligation Hub Group Dedicated had with Estenson. Total consideration for the Acquisition is approximately $286 million, subject to customary post-closing adjustments, including contingent consideration which will not exceed $6 million and is based on Hub Group Dedicated’s Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) results through June 30, 2019.
On July 1, 2017, Hub Group, Inc. and Hub City Terminals, Inc. (the "Borrowers") entered into a $350 million unsecured credit agreement (the "Credit Agreement") with Bank of Montreal, as administrative agent, and with certain material subsidiaries of the Company from time to time as guarantors, and various financial institutions, as lenders. The Credit Agreement replaces the Amended and Restated Credit Agreement dated December 12, 2013 (the "2013 Credit Agreement") among the Borrowers and Bank of Montreal, as lender. The Company used the Credit Agreement to finance, in part, the Acquisition and for general corporate purposes.
The Credit Agreement provides for a revolving credit facility that matures on July 1, 2022. The initial maximum availability under the Credit Agreement is $350 million, which includes a sublimit of $50 million for letters of credit and a sublimit of $15 million for swingline loans. Availability under the Credit Agreement is reduced by outstanding letters of credit, of which approximately $13.5 million were outstanding as of July 1, 2017. The Borrowers may from time to time increase the maximum availability under the Credit Agreement by up to $150 million if certain conditions are satisfied, including (i) the absence of any event of default or default under the Credit Agreement, and (ii) the Borrowers obtaining commitments from the lenders participating in each such increase.
Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) LIBOR plus a specified margin based upon the Borrowers' total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin based upon the Total Net Leverage Ratio. The specified margin for Eurodollar loans varies from 100.0 to 200.0 basis points per annum. The specified margin for base rate loans varies from 0.0 to 100.0 basis points per annum. The Borrowers must also pay (1) a commitment fee ranging from 10.0 to 25.0 basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0 to 200.0 basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit. While any payment default exists, the Borrowers must pay interest at a default rate equal to the applicable interest rate described above plus 2.0% per annum.
The unaudited pro forma combined financial information has been prepared using the acquisition method of accounting under U.S. Generally Accepted Accounting Principles (“GAAP”).
The unaudited pro forma combined balance sheet combines the historical consolidated balance sheet of Hub and Estenson as of June 30, 2017 and reflects the pro forma effects of the Acquisition and related financing as if these events had occurred on June 30, 2017. The unaudited pro forma combined statements of income for the fiscal year ended December 31, 2016 and for the six month period ended June 30, 2017 combine the historical consolidated statements of income of Hub and Estenson, adjusted to reflect the pro forma effects of the Acquisition and related financing as if these events had occurred on January 1, 2016.
The historical financial statements and notes thereto of Estenson are included in Exhibit 99.2 and Exhibit 99.3. Hub Group Dedicated’s results of operations will be included in Hub’s results of operations beginning July 1, 2017.
The accompanying unaudited pro forma combined financial information and the historical financial information presented herein should be read in conjunction with and are qualified by the historical financial statements and notes thereto for Hub and Estenson described above. Both Hub’s and Estenson’s year end is December 31st.
The unaudited pro forma combined balance sheet and statements of
income include pro forma adjustments which reflect transactions and events that (a) are directly attributable to the Acquisition,
(b) are factually supportable and (c) with respect to the statement of income, are expected to have a continuing impact on operating
results. The pro forma adjustments are described in the accompanying combined notes to the unaudited pro forma combined financial
statements.
1 |
The unaudited pro forma combined financial statements do not reflect the costs of any integration activities or the synergies expected from the Acquisition. The unaudited pro forma combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Acquisition had been consummated as of the dates presented nor is it necessarily indicative of our future operating results. The pro forma adjustments are based upon information and assumptions available at the time of this filing and result in a preliminary allocation of the purchase price based on estimates of the fair value of the assets acquired and liabilities assumed. The fair value of certain assets acquired and liabilities assumed are preliminary, and final determination of required adjustments will be made only upon the completion of valuations. Hub has retained an independent valuation firm to assist in the fair value determination of identifiable tangible and intangible assets. The accounting policies used in the preparation of this unaudited pro forma combined financial information are those set out in Hub’s audited consolidated financial statements as of December 31, 2016. Hub performed a preliminary review of Estenson’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the unaudited pro forma combined financial information. At this time, Hub is not aware of any differences that would have a material effect on the unaudited pro forma combined financial information, except for certain amounts that have been reclassified to conform to Hub’s financial statement presentation, as described in Note 4. As more information becomes available, Hub will perform a more detailed review of Estenson’s accounting policies. As a result of that review, differences may be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma combined financial information. Differences between these preliminary fair value estimates of the acquired assets and assumed liabilities and the final acquisition accounting will occur and these differences may have a material impact on the accompanying unaudited pro forma combined financial statements and the future results of operations and financial position of the combined company.
The following table sets forth the preliminary purchase price allocation for Hub Group Dedicated. The purchase price allocation is preliminary and awaiting finalization of the valuation of the acquired tangible and intangible assets and the related tax valuations.
(In thousands) | ||||
Cash and cash equivalents | $ | 12 | ||
Accounts receivable trade | 27,009 | |||
Accounts receivable other | 194 | |||
Prepaid expenses and other current assets | 1,500 | |||
Property and equipment | 129,114 | |||
Other intangibles | 66,400 | |||
Goodwill | 85,652 | |||
Other assets | 64 | |||
Accounts payable trade | (4,542 | ) | ||
Accrued payroll | (6,245 | ) | ||
Accrued other | (14,467 | ) | ||
Total purchase price | $ | 284,691 |
The total purchase price of $284.7 million includes a preliminary fair value estimate of $4.7 million of contingent consideration. Total cash consideration was approximately $280.0 million.
Other intangible assets include customer relationships and trade name in the amounts of $66.0 million and $0.4 million, respectively. The customer relationships and trade name have estimated useful lives of 15 years and 3 months, respectively, and are being amortized on a straight-line basis. These intangible assets have a weighted average useful life of approximately 15 years.
The excess of the purchase price over the tangible and identifiable intangible assets was recorded as goodwill and amounted to approximately $85.7 million. Goodwill will be tested annually for impairment as required by ASC 350, Intangibles - Goodwill and Other.
The majority of the goodwill is expected to be deductible for tax purposes.
2 |
HUB GROUP, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(in thousands, except share amounts)
June 30, 2017 | ||||||||||||||||||
Hub Group, Inc. (a) | Estenson Logistics, LLC | Adjustments (b) | Notes | Hub Group, Inc. Pro Forma | ||||||||||||||
ASSETS | ||||||||||||||||||
CURRENT ASSETS: | ||||||||||||||||||
Cash and cash equivalents | $ | 151,739 | $ | 5,145 | $ | (117,168 | ) | (1) | $ | 39,716 | ||||||||
Accounts receivable trade, net | 448,916 | 31,294 | (4,369 | ) | (2) | 475,841 | ||||||||||||
Accounts receivable other | 2,786 | 371 | (177 | ) | (3) | 2,980 | ||||||||||||
Prepaid taxes | 3,648 | - | - | 3,648 | ||||||||||||||
Prepaid expenses and other current assets | 12,165 | 13,298 | (11,798 | ) | (4) | 13,665 | ||||||||||||
TOTAL CURRENT ASSETS | 619,254 | 50,108 | (133,512 | ) | 535,850 | |||||||||||||
Restricted investments | 23,285 | - | - | 23,285 | ||||||||||||||
Property and equipment, net | 440,838 | 131,448 | (2,334 | ) | (5) | 569,952 | ||||||||||||
Other intangibles, net | 11,196 | - | 66,400 | (6) | 77,596 | |||||||||||||
Goodwill, net | 262,266 | - | 85,652 | (7) | 347,918 | |||||||||||||
Other assets | 6,931 | 64 | 1,397 | (8) | 8,392 | |||||||||||||
TOTAL ASSETS | $ | 1,363,770 | $ | 181,620 | $ | 17,603 | $ | 1,562,993 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||||
Accounts payable trade | $ | 262,529 | $ | 4,905 | $ | (444 | ) | (9) | $ | 266,990 | ||||||||
Accounts payable other | 25,404 | 1,551 | (1,551 | ) | (10) | 25,404 | ||||||||||||
Accrued payroll | 20,913 | 5,369 | 875 | (11) | 27,157 | |||||||||||||
Accrued other | 43,277 | 3,327 | 17,515 | (12) | 64,119 | |||||||||||||
Current portion of capital lease | 2,733 | - | - | 2,733 | ||||||||||||||
Current portion of long term debt | 47,582 | 27,551 | (140 | ) | (13) | 74,993 | ||||||||||||
TOTAL CURRENT LIABILITIES | 402,438 | 42,703 | 16,255 | 461,396 | ||||||||||||||
Long-term debt | 106,141 | 85,939 | 54,326 | (14) | 246,406 | |||||||||||||
Non-current liabilities | 24,807 | 7,821 | (7,821 | ) | (15) | 24,807 | ||||||||||||
Long term portion of capital lease | 9,141 | - | - | 9,141 | ||||||||||||||
Deferred taxes | 171,417 | - | - | 171,417 | ||||||||||||||
STOCKHOLDERS' EQUITY: | ||||||||||||||||||
Preferred stock, $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2017 | - | - | - | - | ||||||||||||||
Common Stock | ||||||||||||||||||
Class A: $.01 par value; 97,337,700 shares authorized and 41,224,792 shares issued in 2017; 33,433,910 shares outstanding in 2017 | 412 | - | - | 412 | ||||||||||||||
Class B: $.01 par value; 662,300 shares authorized; 662,296 shares issued and outstanding in 2017 | 7 | - | - | 7 | ||||||||||||||
Members’ capital | - | 45,157 | (45,157 | ) | (16) | - | ||||||||||||
Additional paid-in capital | 168,443 | - | - | 168,443 | ||||||||||||||
Purchase price in excess of predecessor basis, net of tax benefit of $10,306 | (15,458 | ) | - | - | (15,458 | ) | ||||||||||||
Retained earnings | 755,439 | - | - | 755,439 | ||||||||||||||
Accumulated other comprehensive loss | (181 | ) | - | - | (181 | ) | ||||||||||||
Treasury stock; at cost, 7,790,882 shares in 2017 | (258,836 | ) | - | - | (258,836 | ) | ||||||||||||
TOTAL STOCKHOLDERS’ EQUITY | 649,826 | 45,157 | (45,157 | ) | 649,826 | |||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,363,770 | 181,620 | $ | 17,603 | $ | 1,562,993 |
(a) As reported in our SEC Form 10-Q filing for the six month period ended June 30, 2017.
(b) See Note 2 "Adjustments" of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.
3 |
HUB GROUP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR FISCAL YEAR 2016
(in thousands, except share amounts)
December 31, 2016 | ||||||||||||||||||
Hub Group, Inc.(a) | Estenson Logistics, LLC | Adjustments (b) | Notes | Hub Group, Inc. Pro Forma | ||||||||||||||
Revenue | $ | 3,572,790 | $ | 247,090 | $ | (35,276 | ) | (1) | $ | 3,784,604 | ||||||||
Transportation costs | 3,118,005 | 208,873 | (45,671 | ) | (2) | 3,281,207 | ||||||||||||
Gross margin | 454,785 | 38,217 | 10,395 | 503,397 | ||||||||||||||
Costs and expenses: | ||||||||||||||||||
Salaries and benefits | 180,459 | 6,973 | 4,350 | (3) | 191,782 | |||||||||||||
Agent fees and commissions | 72,896 | - | - | 72,896 | ||||||||||||||
General and administrative | 68,630 | 16,432 | (2,020 | ) | (4) | 83,042 | ||||||||||||
Depreciation and amortization | 8,966 | 286 | 5,036 | (5) | 14,288 | |||||||||||||
Total costs and expenses | 330,951 | 23,691 | 7,366 | 362,008 | ||||||||||||||
Operating income | 123,834 | 14,526 | 3,029 | 141,389 | ||||||||||||||
Other income (expense): | ||||||||||||||||||
Interest expense | (3,625 | ) | (2,474 | ) | (2,705 | ) | (6) | (8,804 | ) | |||||||||
Interest and dividend income | 393 | - | - | 393 | ||||||||||||||
Other, net | 819 | (2,657 | ) | 1,922 | (7) | 84 | ||||||||||||
Total other expense | (2,413 | ) | (5,131 | ) | (783 | ) | (8,327 | ) | ||||||||||
Income before provision for income taxes | 121,421 | 9,395 | 2,246 | 133,062 | ||||||||||||||
Provision for income taxes | 46,616 | - | 4,542 | (8) | 51,158 | |||||||||||||
Net income | $ | 74,805 | $ | 9,395 | $ | (2,296 | ) | $ | 81,904 | |||||||||
Other comprehensive (loss) income: | ||||||||||||||||||
Foreign currency translation adjustments | (95 | ) | - | - | (95 | ) | ||||||||||||
Total comprehensive income | $ | 74,710 | $ | 9,395 | $ | (2,296 | ) | $ | 81,809 | |||||||||
Basic earnings per common share | $ | 2.21 | $ | 2.42 | ||||||||||||||
Diluted earnings per common share | $ | 2.20 | $ | 2.41 | ||||||||||||||
Basic weighted average number of shares outstanding | 33,841 | 33,841 | ||||||||||||||||
Diluted weighted average number of shares outstanding | 33,949 | 33,949 |
(a) As reported in our SEC Form 10-K for fiscal year 2016.
(b) See Note 2 "Adjustments" of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.
4 |
HUB GROUP, INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2017
(in thousands, except share amounts)
June 30, 2017 | ||||||||||||||||||
Hub Group, Inc. (a) | Estenson Logistics, LLC | Adjustments (b) | Notes | Hub Group, Inc. Pro Forma | ||||||||||||||
Revenue | $ | 1,817,961 | $ | 131,918 | $ | (17,897 | ) | (1) | $ | 1,931,982 | ||||||||
Transportation costs | 1,615,059 | 116,338 | (26,690 | ) | (2) | 1,704,707 | ||||||||||||
Gross margin | 202,902 | 15,580 | 8,793 | 227,275 | ||||||||||||||
Costs and expenses: | ||||||||||||||||||
Salaries and benefits | 88,217 | 2,717 | 3,374 | (3) | 94,308 | |||||||||||||
Agent fees and commissions | 35,031 | - | - | 35,031 | ||||||||||||||
General and administrative | 40,938 | 9,497 | (3,347 | ) | (4) | 47,088 | ||||||||||||
Depreciation and amortization | 4,961 | 174 | 2,287 | (5) | 7,422 | |||||||||||||
Total costs and expenses | 169,147 | 12,388 | 2,314 | 183,849 | ||||||||||||||
Operating income | 33,755 | 3,192 | 6,479 | 43,426 | ||||||||||||||
Other income (expense): | ||||||||||||||||||
Interest expense | (2,130 | ) | (1,374 | ) | (1,342 | ) | (6) | (4,846 | ) | |||||||||
Interest and dividend income | 330 | - | - | 330 | ||||||||||||||
Other, net | 194 | 116 | 5 | (7) | 315 | |||||||||||||
Total other expense | (1,606 | ) | (1,258 | ) | (1,337 | ) | (4,201 | ) | ||||||||||
Income before provision for income taxes | 32,149 | 1,934 | 5,142 | 39,225 | ||||||||||||||
Provision for income taxes | 12,273 | - | 2,928 | (8) | 15,201 | |||||||||||||
Net income | $ | 19,876 | $ | 1,934 | $ | 2,214 | $ | 24,024 | ||||||||||
Other comprehensive (loss) income: | ||||||||||||||||||
Foreign currency translation adjustments | 92 | - | - | 92 | ||||||||||||||
Total comprehensive income | $ | 19,968 | $ | 1,934 | $ | 2,214 | $ | 24,116 | ||||||||||
Basic earnings per common share | $ | 0.60 | $ | 0.73 | ||||||||||||||
Diluted earnings per common share | $ | 0.60 | $ | 0.72 | ||||||||||||||
Basic weighted average number of shares outstanding | 33,213 | 33,213 | ||||||||||||||||
Diluted weighted average number of shares outstanding | 33,318 | 33,318 |
(a) As reported in our SEC Form 10-Q filing for the six month period ended June 30, 2017.
(b) See Note 2 "Adjustments" of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.
5 |
HUB GROUP, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited pro forma combined financial statements present the pro forma results of operations of Hub and Estenson on a combined basis based on the historical financial information of each company after giving effect to the Acquisition and related financing. The unaudited pro forma combined statements of income have been prepared assuming the Acquisition and related financing occurred on January 1, 2016. The unaudited pro forma combined balance sheet as of June 30, 2017 reflects the Acquisition and related financing as if they had occurred June 30, 2017.
In accordance with GAAP, the Acquisition is being accounted for using the purchase method of accounting. As a result, the unaudited pro forma combined balance sheet has been adjusted to reflect the preliminary allocation of the purchase price to identified net assets acquired and liabilities assumed. The purchase price allocation in these unaudited pro forma combined financial statements is based upon total consideration of approximately $286 million, including contingent consideration which will not exceed $6 million and is based on Hub Group Dedicated’s EBITDA results through June 30, 2019.
2. Adjustments
The following are brief descriptions of each of the adjustments including pro forma adjustments, reclassification adjustments, and adjustments for assets and liabilities not acquired included in the unaudited pro forma combined financial statements to reflect the financing arrangement and Acquisition:
Balance Sheet
(1) | Adjustment to remove $5.1 million of Estenson cash not included in the Acquisition, record the cash received from new indebtedness of $55.0 million, less capitalized financing costs of $1.4 million and payment of part of the purchase price of $165.9 million less related transaction costs of $0.3 million. |
(2) | Adjustment to remove a receivable from an Estenson customer relationship that was not included in the Acquisition of $4.1 million, to adjust Accounts receivable trade to its preliminary fair market value of $0.2 million and to adjust for intercompany accounts receivable between Hub and Estenson of $0.1 million as a result of pre-acquisition transactions between Hub and Estenson. |
(3) | Adjustment to remove Accounts receivable other to reflect the historical basis to its preliminary fair market value. |
(4) | Adjustment to remove insurance deposits in Prepaid and other current assets that were not included in the Acquisition. |
(5) | Adjustment to Property and equipment in order to reflect the historical basis of these assets at their preliminary fair market value. |
(6) | Adjustment to record the preliminary fair value of the acquired intangible assets consisting of the customer list of $66.0 million and the tradename of $0.4 million. |
(7) | Adjustment to record the preliminary fair value the goodwill associated with the Acquisition. |
(8) | Adjustment to capitalize the financing costs associated with the new indebtedness of Hub used to partially fund the Acquisition. |
(9) | Adjustment to remove Accounts payable trade that was not included in the Acquisition of $0.4 million and to eliminate intercompany accounts payable between Hub and Estenson of $0.1 million, less an adjustment to state accounts payable at fair market value of $0.1 million. |
6 |
HUB GROUP, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(10) | Adjustment to remove the insurance liabilities included in Accounts payable other that were not included in the Acquisition. |
(11) | Adjustment to increase vacation liabilities by $1.8 million to conform the accounting policies of Estenson to Hub’s and an adjustment to remove accrued payroll liabilities that were not included in the Acquisition of $0.9 million. |
(12) | To adjust Accrued other liabilities for the following (in thousands): |
As of June 30, 2017 | ||||
Assets acquired to be returned to seller | $ | 13,358 | ||
Preliminary fair value of contingent consideration related to the Acquisition | 4,703 | |||
Consideration payable due to difference in estimated and actual assumed debt | 1,366 | |||
Other accrued liabilities | 306 | |||
Adjustment to remove accrued liabilities not included in the Acquisition | (2,218 | ) | ||
Total adjustments | $ | 17,515 |
(13) | Adjustment to remove debt that was paid off as part of the Acquisition. |
(14) | Adjustment to record new indebtedness of $55.0 million incurred by Hub related to funding the Acquisition and to remove debt of $0.7 million that was paid off as part of the Acquisition. |
(15) | Adjustment to remove insurance liabilities included in Non-current liabilities not included in the Acquisition. |
(16) | Adjustment to remove the pre-acquisition Members’ capital of Estenson. |
Income Statement
(1) | Adjustment to remove revenues consisting of the following (in thousands): |
Fiscal Year Ended December 31, 2016 | Six Months Ended June 30, 2017 | |||||||
Customer relationship not acquired in the Acquisition | $ | (35,068 | ) | $ | (17,648 | ) | ||
Eliminate intercompany revenue between Hub and Estenson | (208 | ) | (249 | ) | ||||
Total revenue adjustments | $ | (35,276 | ) | $ | (17,897 | ) |
(2) | Adjustment to transportation costs consisting of the following (in thousands): |
Fiscal Year Ended December 31, 2016 | Six Months Ended June 30, 2017 | |||||||
Customer relationship not acquired in the Acquisition | $ | (30,583 | ) | $ | (15,444 | ) | ||
Depreciation adjustment due to the preliminary fair value adjustment of property and equipment (a) | (8,723 | ) | (6,336 | ) | ||||
Adjustment to conform salaries and benefits presentation for corporate employees to be consistent with Hub | (6,006 | ) | (4,532 | ) | ||||
Eliminate intercompany transportation costs between Hub and Estenson | (208 | ) | (249 | ) | ||||
Adjustment to conform depreciation for non-transportation related equipment to be consistent with Hub | (151 | ) | (129 | ) | ||||
Total transportation cost adjustments | $ | (45,671 | ) | $ | (26,690 | ) |
(a) | Remaining useful lives range from 1-15 years. |
7 |
HUB GROUP, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(3) | To adjust salaries and benefits in Cost and Expenses (in thousands): |
Fiscal Year Ended December 31, 2016 | Six Months Ended June 30, 2017 | |||||||
Adjustment to conform salaries and benefits presentation for corporate employees to be consistent with Hub | $ | 6,006 | $ | 4,532 | ||||
Restricted stock expense and additional employee incentives | 1,332 | 336 | ||||||
Customer relationship not acquired in the Acquisition | (2,988 | ) | (1,494 | ) | ||||
Total salaries and benefits adjustments | $ | 4,350 | $ | 3,374 |
(4) | Adjustment to remove $2.0 million and $1.0 million of expense related to management fees that will have no continuing impact on the combined entity for the fiscal year ended December 31, 2016 and six months ended June 30, 2017, respectively. In addition, this adjustment includes $2.3 million to remove Acquisition-related costs that were recorded in Hub and Estenson’s historical results for the six months ended June 30, 2017. | |
(5) | To adjust depreciation and amortization in Cost and Expenses (in thousands) | |
Fiscal Year Ended December 31, 2016 | Six Months Ended June 30, 2017 | |||||||
Amortization adjustment due to the preliminary fair value of intangible assets (a) | $ | 4,800 | $ | 2,200 | ||||
Adjustment to conform depreciation presentation for non-transportation related equipment to be consistent with Hub | 151 | 129 | ||||||
Adjustment to depreciation due to the preliminary fair value adjustment of property and equipment (b) | 85 | (42 | ) | |||||
Total depreciation and amortization adjustments | $ | 5,036 | $ | 2,287 |
(a) | Includes customer relationships and trade name in the amounts of $66.0 million and $0.4 million. The customer relationships and trade names have estimated useful lives of 15 years, and 3 months respectively, and are being amortized on a straight-line basis. Goodwill resulting from the Acquisition is not amortized. | |
(b) | The remaining useful lives range from 2-14 years. | |
(6) | Adjustment to interest expense by $2.7 million for fiscal year 2016 and $1.3 million for the six months ended June 30, 2017. The increase is the result of the following (in thousands): | |
Fiscal Year Ended December 31, 2016 | Six Months Ended June 30, 2017 | |||||||
Interest expense on additional indebtedness (a) | $ | (2,438 | ) | $ | (1,209 | ) | ||
Amortization of debt issuance costs (b) | (267 | ) | (133 | ) | ||||
Total interest expense adjustments | $ | (2,705 | ) | $ | (1,342 | ) |
(a) | To reflect additional interest expense on the $55.0 million indebtedness of Hub incurred in connection with the financing of the Acquisition. Interest expense has been calculated based on an interest rate of 3.03% and includes the commitment fees on unused borrowings based on an interest rate of 0.25%. See discussion of the impact of a change in interest rates within Note 3 "Pro Forma Interest Expense" to these unaudited pro forma combined financial statements. | |
(b) | To reflect additional amortization of debt issuance costs on indebtedness incurred in connection with the financing of the Acquisition. |
8 |
HUB GROUP, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(7) | To remove $2.0 million for settlement costs related to litigation that were not included in the assumed liabilities for the fiscal year ended December 31, 2016. To reflect a customer not acquired miscellaneous income of $58 thousand for fiscal year ended December 31, 2016 and $5 thousand for six months ended June 30, 2017. | |
(8) | To reflect the effective tax rate of the combined entity. |
3. Interest Expense
The indebtedness incurred under the Credit Agreement has variable interest rates. As a result, an immediate change of the interest rate by 12.5 basis points would cause a change in pro forma interest expense of approximately $0.07 million on an annual basis.
4. Reclassifications to conform to Hub’s Presentation
The accompanying Unaudited Pro Forma Combined Balance Sheet has been adjusted to reclassify the Estenson insurance deposit of $11.7 million to Prepaid expenses and other current assets.
The accompanying Unaudited Pro Forma Combined Statements of Income have been adjusted to reclassify the Estenson Gain on disposition of equipment from Other income to General and administrative of $1.3 million for the twelve months ended December 31, 2016 and of $0.2 million for the six months ended June 30, 2017.
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