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Acquisition
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Acquisition

NOTE 2. Acquisition

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 total purchase consideration to the net 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, net

 

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.

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

 

Total

 

Balance at December 31, 2021

$

576,913

 

Acquisition

 

427

 

Balance at June 30, 2022

$

577,340

 

 

The changes noted as "acquisition" in the above table refer to purchase accounting adjustments related to the Choptank acquisition.

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, 2022

 

 

Life

Customer relationships

$

36,300

 

 

$

1,815

 

 

$

34,485

 

 

15 years

Carrier network

$

14,400

 

 

$

2,700

 

 

$

11,700

 

 

4 years

Developed technology

$

6,500

 

 

$

696

 

 

$

5,804

 

 

7 years

Trade name

$

3,300

 

 

$

1,650

 

 

$

1,650

 

 

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, 2022 was $2.3 million and $4.6 million, respectively. The intangible assets have a weighted average useful life of approximately 10.57 years. Amortization expense related to Choptank for the next five years is as follows (in thousands):

 

 

Total

 

Remainder of 2022

 

$

4,574

 

2023

 

 

7,499

 

2024

 

 

6,949

 

2025

 

 

6,049

 

2026

 

 

3,349

 

 

The following unaudited pro forma consolidated results of operations present the effects of Choptank as though it had been acquired as of January 1, 2021 (in thousands, except for per share amounts):

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2021

 

 

June 30, 2021

 

Revenue

$

1,101,750

 

 

$

2,115,680

 

Net income

$

27,186

 

 

$

43,724

 

Earnings per share

 

 

 

 

 

Basic

$

0.81

 

 

$

1.31

 

Diluted

$

0.80

 

 

$

1.29

 

 

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 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, 2021.