Acquisitions | NOTE 4. Acquisitions TAGG Logistics, LLC Acquisition On August 22, 2022 , we acquired 100 % of the equity interests of TAGG Logistics, LLC (“TAGG”), a provider of e-commerce, B2B and omnichannel fulfillment solutions, including warehousing and transportation services. Total consideration for the transaction was $ 103.4 million. $ 103.5 million was paid in cash during the third quarter of 2022 while $ 0.1 million is due back from the seller in the first quarter of 2023 as part of the post-closing true-up. TAGG is a nationwide provider with over 4 million square feet of warehousing space throughout the United States allowing for responsive e-commerce and B2B fulfillment services. The acquisition improved our presence in the consolidation and fulfillment space and added a complementary e-commerce offering to serve our customers' multimodal transportation and logistics needs. The acquisition added scale to our logistics service line and has resulted in complementary cross-selling opportunities. The initial accounting for the acquisition of TAGG is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets including the review of the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the TAGG acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total purchase consideration to the net assets acquired and liabilities assumed as of the date of the acquisition (in thousands): August 22, 2022 Cash and cash equivalents $ 839 Accounts receivable trade 24,409 Prepaid expenses and other current assets 2,024 Property and equipment 6,453 Right of use assets - operating leases 56,689 Other intangibles 27,300 Goodwill 52,062 Other assets 1,705 Total assets acquired $ 171,481 Accounts payable trade $ 9,497 Accrued payroll 2,500 Accrued other 1,373 Lease liability - operating leases short-term 14,465 Lease liability - operating leases long-term 40,254 Total liabilities assumed $ 68,089 Total consideration $ 103,392 Cash paid, net $ 102,661 The TAGG 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 estimated fair values as of August 22, 2022 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the TAGG acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years. We incurred approximately $ 3.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2022. The components of “Other intangibles” listed in the above table as of the acquisition date are summarized as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 22,600 $ 801 $ 21,799 10 years Developed technology $ 4,000 $ 288 $ 3,712 5 years Trade name $ 700 $ 168 $ 532 18 months The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 31, 2022 was $ 1.3 million. The intangible assets have a weighted average useful life of approximately 8.86 years. Amortization expense related to TAGG for the next five years is as follows (in thousands): Total 2023 $ 3,527 2024 3,125 2025 3,060 2026 3,060 2027 2,772 From the date of the acquisition through December 31, 2022, TAGG's revenue was $ 64.0 million and operating income was $ 1.1 million. Choptank Transport, LLC Acquisition On October 19, 2021 , we acquired 100 % of the equity interests of Choptank Transport, LLC (“Choptank”). Total consideration for the transaction was $ 127.6 million in cash and the settlement of accounts receivable due from Choptank of $ 0.3 million. In connection with the acquisition, we granted approximately $ 22 million of restricted stock to Choptank's owners and senior management team, which is subject to certain vesting conditions. The grants of restricted stock were made pursuant to award agreements and issued under our 2017 Long Term Incentive Plan. The acquisition of Choptank enhanced our refrigerated trucking transportation solutions offering and complemented our growing fleet of refrigerated intermodal containers. Choptank has developed a proprietary technology platform that we will leverage to enhance our truck brokerage service line. 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): October 19, 2021 Cash and cash equivalents $ 5,596 Accounts receivable trade 70,989 Prepaid expenses and other current assets 419 Property and equipment 169 Right of use assets - operating leases 922 Other intangibles 60,500 Goodwill 54,980 Total assets acquired $ 193,575 Accounts payable trade $ 60,970 Accrued payroll 3,458 Accrued other 359 Lease liability - operating leases short-term 309 Lease liability - operating leases long-term 613 Total liabilities assumed $ 65,709 Total consideration $ 127,866 Cash paid, net $ 122,270 The Choptank 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 estimated fair values as of October 19, 2021 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the Choptank acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years. We incurred approximately $ 1.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2021. The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 36,300 $ 3,025 $ 33,275 15 years Carrier network $ 14,400 $ 4,500 $ 9,900 4 years Developed technology $ 6,500 $ 1,161 $ 5,339 7 years Trade name $ 3,300 $ 2,750 $ 550 18 months The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the years ended December 31, 2022 and 2021 was $ 9.1 million and $ 2.3 million, respectively. The intangible assets have a weighted average useful life of approximately 10.51 years. Amortization expense related to Choptank for the next five years is as follows (in thousands): Total 2023 $ 7,499 2024 6,949 2025 6,049 2026 3,349 2027 3,349 NonstopDelivery, LLC Acquisition On December 9, 2020 , we acquired 100 % of the equity interests of NSD. Total consideration for the transaction was $ 105.9 million which consisted of cash paid of $ 89.8 million, of which $ 0.1 million was paid in the second quarter of 2021 as part of the post-closing true-up, and the settlement of Hub’s accounts receivable due from NSD of $ 16.1 million. The acquisition of NSD expanded our logistics service offering to include final mile logistics. NSD provides residential final mile delivery services through a non-asset business model, working with a network of nearly 200 carriers throughout the country. The financial results, since the acquisition date, of NSD are included in our logistics line of business. 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): December 9, 2020 Cash and cash equivalents $ 4,775 Accounts receivable trade 25,927 Prepaid expenses and other current assets 207 Property and equipment 1,018 Right of use assets - operating leases 1,295 Goodwill, net 38,156 Other intangibles 47,700 Other assets 14 Total assets acquired $ 119,092 Accounts payable trade $ 9,972 Accrued payroll 1,324 Accrued other 578 Lease liability - operating leases short-term 373 Lease liability - operating leases long-term 922 Total liabilities assumed $ 13,169 Total consideration $ 105,923 Cash paid, net $ 84,989 The NSD 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 estimated fair values as of December 9, 2020 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the NSD acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years . We incurred approximately $ 1.0 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2020. The components of “Other intangibles” listed in the above table as of the acquisition date are estimated as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 46,200 $ 6,417 $ 39,783 15 years Trade name $ 900 $ 900 $ - 18 months Agent relationships $ 600 $ 313 $ 287 4 years The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the years ended December 31, 2022 and 2021 was $ 3.5 million and $ 3.7 million, respectively. The intangible assets have a weighted average useful life of approximately 12.84 years. While TAGG's actual results are included since August 22, 2022, Choptank's actual results are included since October 19, 2021 and NSD's actual results are included since December 9, 2020, the following unaudited pro forma consolidated results of operations present the effects of TAGG as though it had been acquired as of January 1, 2021 and Choptank and NSD as though they had been acquired as of January 1, 2020 (in thousands, except for per share amounts): Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Revenue $ 5,470,840 $ 4,796,521 $ 3,887,189 Net income $ 358,054 $ 172,977 $ 79,578 Earnings per share Basic $ 10.78 $ 5.17 $ 2.40 Diluted $ 10.67 $ 5.10 $ 2.37 The unaudited pro forma consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub, TAGG, Choptank and NSD. 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 TAGG acquisition as of January 1, 2021 and the Choptank and NSD acquisitions on January 1, 2020. |