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Acquisition
6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Acquisition

Note 2. Acquisition

On December 9, 2020, we acquired 100% of the equity interest of NonstopDelivery, LLC ("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 residential last mile logistics. NSD operates through a non-asset business model, working with a network of over 170 carriers throughout the country. The financial results of NSD since the acquisition date are included in our logistics line of business.

The following table summarizes the total purchase price allocated to the net assets acquired and liabilities assumed as of the date of 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. 

The following table presents the carrying amount of goodwill (in thousands):

 

Total

 

Balance at January 1, 2021

$

508,555

 

Acquisition

 

13,841

 

Other

 

(36

)

Balance at June 30, 2021

$

522,360

 

The changes noted as "acquisition" in the above table refer to adjustments to other intangibles, property and equipment and other immaterial purchase accounting adjustments related to the NSD acquisition.

The changes noted as "other" in the above table refer to the amortization of the income tax benefit of tax goodwill in excess of financial statement goodwill.

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.

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

 

 

June 30, 2021

 

 

Life

Customer relationships

$

46,200

 

 

$

1,796

 

 

$

44,404

 

 

15 years

Agent relationships

$

600

 

 

$

88

 

 

$

512

 

 

4 years

Trade name

$

900

 

 

$

350

 

 

$

550

 

 

18 months

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three and six months ended June 30, 2021 was $1.0 million and $1.8 million. The intangible assets have a weighted average useful life of approximately 14.13 years.  Amortization expense related to NSD for the next five years is as follows (in thousands):

 

 

Total

 

Remainder of 2021

 

$

1,915

 

2022

 

 

3,480

 

2023

 

 

3,230

 

2024

 

 

3,218

 

2025

 

 

3,080

 

The following unaudited pro forma consolidated results of operations present the effects of NSD as though it had been acquired as of January 1, 2020 (in thousands, except for per share amounts):

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2020

 

 

June 30, 2020

 

Revenue

$

800,868

 

 

$

1,655,827

 

Net income

$

15,946

 

 

$

29,735

 

Earnings per share

 

 

 

 

 

Basic

$

0.48

 

 

$

0.90

 

Diluted

$

0.48

 

 

$

0.89

 

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 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 acquisition on January 1, 2020.