ACQUISITIONS

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

NOTE 2 – ACQUISITIONS

On March 3, 2022, the Company acquired 100% of the outstanding stock of SJ Transportation Co., Inc. (SJ Transportation) for consideration net of cash acquired of $19.3 million, which was funded with cash on hand. The acquisition was a stock purchase under US GAAP. A Section 338(h)(10) election is being filed for the entity acquired which will deem the acquisition as an asset purchase for tax purposes; therefore approximately $8.1 million of the values assigned to goodwill are expected to be deductible for tax purposes. Approximately $0.2 million of transaction expenses were incurred in the acquisition, which are not deductible for tax purposes.

The following is a summary of the preliminary allocation of the purchase price paid to the fair values of the net assets, net of cash acquired (in millions):

	SJ Transportation
Accounts receivable	$	3.4
Other current assets		1.8
Property and equipment		10.0
Goodwill		8.1
Accounts payable and other liabilities		(4.0	)
Total	$	19.3

The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed at estimated fair values as of the acquisition date, which were based, in part, upon outside preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained.

The Company has not completed its assessments of the fair value of purchased intangible assets and no value has been allocated to them at this time. The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill.

For the three months ended June 30, 2022, revenue and net income of the acquired company, post-acquisition date, was $6.8 million and $0.6 million, respectively, and for the six months ended June 30, 2022, $8.7 million and $0.7 million, respectively.

Supplemental Pro Forma Information (Unaudited)

The following supplemental pro forma financial information reflects the SJ Transportation acquisition as if it occurred on January 1, 2021 (in millions). This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on January 1, 2021. Further, the pro forma financial information does not purport to project the future operating results of the consolidated company.

	Three Months Ended June 30,					Six Months Ended June 30,
(in millions, except per share amounts)		2022		2021			2022		2021
Pro forma revenue		$	481.3	$	409.9		$	906.2	$	749.9
Pro forma net income		$	17.7	$	36.0		$	30.9	$	29.4
Pro forma earnings per common share:
Basic		$	0.26	$	0.53		$	0.44	$	0.41
Diluted		$	0.24	$	0.50		$	0.43	$	0.40