On October 19, 2021, we acquired 100% of the equity interests of 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 best-in-class proprietary technology platform that we will leverage to enhance our truck brokerage service line.

The initial accounting for the acquisition of Choptank 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. In addition, we are preparing a review of the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the consolidated financial statements related to the Choptank acquisition are preliminary and subject to change.

The following table summarizes the preliminary 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		71,576
Prepaid expenses and other current assets		419
Property and equipment		169
Right of use assets - operating leases		872
Goodwill, net		54,553
Other intangibles		60,500
Total assets acquired	$	193,685

Accounts payable trade	$	60,970
Accrued payroll		3,458
Accrued other		519
Lease liability - operating leases short-term		311
Lease liability - operating leases long-term		561
Total liabilities assumed	$	65,819

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, 2021		Life
Customer relationships	$	36,300	$	605	$	35,695	15 years
Carrier network	$	14,400	$	900	$	13,500	4 years
Developed technology	$	6,500	$	232	$	6,268	7 years
Trade name	$	3,300	$	550	$	2,750	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, 2021 was $2.3 million. The intangible assets have a weighted average useful life of approximately 10.7 years. Amortization expense related to Choptank for the next five years is as follows (in thousands):


	Total
Year 1	$	9,149
Year 2		7,499
Year 3		6,949
Year 4		6,049
Year 5		3,349

From the date of the acquisition through December 31, 2021, Choptank’s revenue was $112.2 million and operating income was $0.3 million.

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.

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, 2021		Life
Customer relationships	$	46,200	$	3,337	$	42,863	15 years
Trade name	$	900	$	650	$	250	18 months
Agent relationships	$	600	$	163	$	437	4 years

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 31, 2021 was $3.7 million. The intangible assets have a weighted average useful life of approximately 13.73 years.

From the date of the acquisition through December 31, 2020, NSD’s revenue was $10.2 million and operating income was $0.9 million.

The following unaudited pro forma consolidated results of operations presents the effects of Choptank as though it had been acquired as of January 1, 2020 and NSD as though it had been acquired as of January 1, 2019 (in thousands, except for per share amounts):


			Years Ended
	December 31, 2021		December 31, 2020		December 31, 2019
Revenue	$	4,624,385	$	3,887,189	$	3,733,507
Net income	$	173,254	$	79,578	$	107,998
Earnings per share
Basic	$	5.18	$	2.40	$	3.24
Diluted	$	5.11	$	2.37	$	3.23

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, NSD and Choptank. 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 Choptank acquisition as of January 1, 2020 and the NSD acquisition on January 1, 2019.