Acquisitions | ACQUISITIONS deBoer Transportation, Inc. We entered into a Securities Purchase Agreement, dated June 7, 2022, to acquire 100% of the outstanding equity of deBoer, a regional, dedicated carrier headquartered in Blenker, WI. The acquisition provided Schneider the opportunity to expand our tractor and trailer fleet primarily within our dedicated Truckload operations, as well as our company driver capacity. During the third quarter, the Company successfully transitioned equipment and employees from deBoer to Schneider, deBoer operations ceased, and drivers and equipment were deployed primarily within our Truckload segment. The aggregate purchase price of the acquisition was approximately $34.6 million inclusive of certain cash and net working capital adjustments, and the assets acquired consisted primarily of rolling stock. The acquisition was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date. The fair values of consideration transferred and net assets acquired were determined using Level 3 inputs, and the excess of the purchase price over the estimated fair value of the net assets resulted in $7.7 million of goodwill being recorded within the Truckload reportable segment at the time of acquisition. During the third quarter of 2022, $0.9 million of purchase price adjustments were made relating to deferred taxes and certain working capital amounts resulting in an adjusted goodwill balance of $6.8 million as of September 30, 2022. Certain amounts recorded in connection with the acquisition are still considered preliminary as we continue to gather the necessary information to finalize our fair value estimates and provisional amounts. Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $0.1 million and $0.3 million for the three and nine months ended September 30, 2022, respectively, and were included in other general expenses in the Company’s consolidated statements of comprehensive income. Operating results for deBoer are included in our consolidated results of operations from the acquisition date. Pro forma information for this acquisition is not provided as it did not have a material impact on the Company’s consolidated operating results. Midwest Logistics Systems, Ltd. We entered into a Securities Purchase Agreement, dated December 31, 2021, to acquire 100% of the outstanding equity of MLS, a dedicated trucking company based in Celina, OH, and certain affiliated entities holding assets comprising substantially all of MLS’s business. MLS is a premier dedicated carrier in the central U.S. that we believe complements our growing dedicated operations. The aggregate purchase price of the acquisition was approximately $268.8 million inclusive of $5.7 million in net working capital and other post-acquisition adjustments received in the second quarter of 2022 and a deferred payment of $3.2 million made in January 2022. Proceeds from the total purchase consideration were used to settle $26.9 million of MLS’s outstanding debt as of the acquisition date. The acquisition of MLS was accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized on the consolidated balance sheets at their fair values as of the acquisition date. These inputs represent Level 3 measurements in the fair value hierarchy and required significant judgments and estimates at the time of valuation. Fair value estimates of acquired property and equipment were based on an independent appraisal, giving consideration to the highest and best use of the assets. Key assumptions used in the transportation equipment appraisals were based on the market approach, while key assumptions used in the land, buildings and improvements, and other property and equipment appraisals were based on a combination of the income (direct capitalization) and sales comparison approaches, as appropriate. The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill within the Truckload reportable segment. The goodwill is attributable to expected synergies and growth opportunities within our dedicated business and is expected to be deductible for tax purposes. Acquisition-related costs, which consisted of fees incurred for advisory, legal, and accounting services, were $1.9 million and were included in other general expenses in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2021. The following table summarizes the preliminary purchase price allocation for MLS, including any adjustments during the measurement period. Recognized amounts of identifiable assets acquired and liabilities assumed (in millions) December 31, 2021 Adjustments Adjusted December 31, 2021 Opening Balance Sheet Cash and cash equivalents $ — $ 1.8 $ 1.8 Trade accounts receivable—net of allowance 18.6 (6.1) 12.5 Other receivables 0.9 1.5 2.4 Prepaid expenses and other current assets 1.6 — 1.6 Net property and equipment 148.9 (0.8) 148.1 Internal use software and other noncurrent assets — 11.7 11.7 Goodwill 122.7 (19.0) 103.7 Total assets acquired 292.7 (10.9) 281.8 Trade accounts payable 1.8 1.6 3.4 Accrued salaries, wages, and benefits 1.7 0.9 2.6 Claims accruals—current 7.5 (3.0) 4.5 Other current liabilities 7.2 (3.9) 3.3 Deferred income taxes — (1.1) (1.1) Other noncurrent liabilities — 0.3 0.3 Total liabilities assumed 18.2 (5.2) 13.0 Net assets acquired $ 274.5 $ (5.7) $ 268.8 The above adjustments made during the measurement period were primarily related to working capital, property and equipment, leases, claims accruals, deferred taxes, and intangible assets. The fair values of identifiable intangible assets, including customer relationships and trademarks, were based on valuations using income-based approaches. No material statement of comprehensive income effects were identified with these adjustments. While we may continue to adjust provisional amounts through December 31, 2022, we do not anticipate any material adjustments. Combined unaudited pro forma operating revenues of the Company and MLS would have been approximately $1,495.0 million, and $4,189.0 million, during the three and nine months ended September 30, 2021, respectively, and our earnings for the same periods would not have been materially different. |