On December 20, 2023, we acquired 100% of the equity interest of Forward Air Final Mile (“FAFM”). FAFM provides residential last mile delivery services and installation of big and bulky goods, with a focus on appliances, throughout the United States. Total consideration for the transaction was $261 million paid from cash on hand. The financial results of FAFM, since the date of acquisition, are included in our Logistics segment.

The acquisition of FAFM expanded our final mile services to include the delivery and installation of appliances. FAFM provides residential last mile delivery services through a non-asset business model, working with a network of over 350 carriers throughout the country.

The initial accounting for the acquisition of FAFM 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, the Company is in the preparation and final review process 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 FAFM acquisition are preliminary and the measurement period remains open. 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):


	December 20, 2023
Accounts receivable trade	$	28,574
Prepaid expenses and other current assets		2,305
Property and equipment		3,241
Right-of-use assets - operating leases		15,003
Other intangibles		134,456
Goodwill		103,922
Other assets		173
Total assets acquired	$	287,674

Accounts payable trade	$	155
Accounts payable other		2,177
Accrued payroll		1,271
Accrued other		8,132
Lease liability - operating leases short-term		6,145
Other long term liabilities		19
Lease liability - operating leases long-term		8,857
Total liabilities assumed	$	26,756

Total consideration	$	260,918

Cash paid, net	$	260,918

The FAFM 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 20, 2023 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the FAFM 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 $5.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense and insurance and claims expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2023.

The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated based on prior final mile acquisitions as follows (in thousands):


			Accumulated		Balance at		Estimated Useful
	Amount		Amortization		December 31, 2023		Life
Customer relationships	$	127,733	$	355	$	127,378	15 years
Developed technology	$	6,723	$	70	$	6,653	4 years

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 20, 2023 was $0.4 million. The intangible assets have a weighted average useful life of approximately 14.37 years.

Amortization expense related to FAFM for the next five years is as follows (in thousands):


	Total
2024	$	10,196
2025		10,196
2026		10,196
2027		10,126
2028		8,516

From the date of the acquisition through December 31, 2023, FAFM’s revenue was $6.4 million and operating income was $0.2 million.

FAFM's actual results are included in our consolidated financial statements since the acquisition date of December 20, 2023. The following unaudited pro forma consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2022 (in thousands, except for per share amounts):


	Twelve Months Ended		Twelve Months Ended
	December 31, 2023		December 31, 2022
Revenue	$	4,476,469	$	5,634,259
Net income	$	192,371	$	381,895
Earnings per share
Basic	$	3.04	$	5.75
Diluted	$	3.01	$	5.69

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 FAFM. 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 FAFM acquisition as of January 1, 2022.