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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Amortization Expense

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

	Total
Year 1	$	34,260
Year 2		30,985
Year 3		30,697
Year 4		29,406
Year 5		22,696

EASO Transaction [Member]

Schedule of Total Purchase Price Allocated to Net Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed as of the date of the investment agreement (in thousands):

	October 23, 2024
Cash and cash equivalents	$	2,018
Accounts receivable trade, net		15,138
Other receivables		8,258
Prepaid taxes		1,174
Prepaid expenses and other current assets		1,790
Property and equipment, net		15,770
Right-of-use assets - operating leases		1,647
Other intangibles		36,661
Goodwill		43,398
Other non-current assets		243
Total assets acquired	$	126,096
Accounts payable trade	$	9,976
Accounts payable other		6,047
Accrued payroll		526
Accrued other		841
Lease liability - operating leases (current)		336
Current portion of long-term debt		1,031
Long-term debt		2,017
Lease liability - operating leases (non-current)		1,311
Deferred taxes		300
Total liabilities assumed	$	22,384
Total purchase price allocation	$	103,712
Less: non-controlling interests		48,996
Consideration transferred for 51% ownership		54,716
Less: contingent consideration due to sellers		3,721
Cash contributed for 51% ownership		50,995
Less: cash and cash equivalents acquired		2,018
Less: deferred cash consideration		30,639
Cash paid, net	$	18,338

Schedule of Preliminary Estimated Acquisition Date Fair Value of Consideration Transferred And Purchase Price Allocation

The following table summarizes the preliminary estimated acquisition date fair value of consideration transferred and purchase price allocation.

	October 23, 2024
Cash	$	20,356
Deferred cash consideration		30,639
Contingent consideration		3,721
Total consideration transferred		54,716
Non-controlling interests		48,996
Total purchase price allocation	$	103,712

Schedule of Components of Other Intangibles Acquired

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

	Closing Date				Accumulated				Balance at			Estimated Useful
	Amount				Amortization				December 31, 2024			Life
Customer relationships	$	31,661			$	510			$	31,151		10 years
Trade name		5,000				56				4,944		15 years
Subtotal	$	36,661			$	566				36,095
Effect of translation										(1,094	)
Ending Balance									$	35,001

Schedule of Amortization Expense

Amortization expense related to EASO investment agreement for the next five years is estimated as follows (in thousands):

		Total
2025		$	3,390
2026			3,390
2027			3,390
2028			3,390
2029			3,390

Forward Air Final Mile Acquisition [Member]

Schedule of Total Purchase Price Allocated to Net Assets Acquired and Liabilities Assumed

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 20, 2023
Accounts receivable trade	$	28,086
Prepaid expenses and other current assets		2,305
Property and equipment		2,424
Right-of-use assets - operating leases		15,258
Other intangibles		95,100
Goodwill		142,433
Other assets		173
Total assets acquired	$	285,779
Accounts payable trade	$	155
Accounts payable other		2,298
Accrued payroll		1,271
Accrued other		9,562
Lease liability - operating leases short-term		5,697
Other long-term liabilities		19
Lease liability - operating leases long-term		9,560
Total liabilities assumed	$	28,562
Total consideration	$	257,217
Cash paid, net	$	257,217

Schedule of Components of Other Intangibles Acquired

The components of “Other intangibles” listed in the above table as of the acquisition date are based on fair market valuations with amounts as follows (in thousands):

	Closing Date				Accumulated				Balance at			Estimated Useful
	Amount				Amortization				December 31, 2024			Life
Customer relationships	$	92,900			$	7,444			$	85,456		13 years
Developed technology	$	1,200			$	625			$	575		2 years
Independent service provider network relationships	$	1,000			$	1,000			$	-		1 year

Schedule of Amortization Expense

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

		Total
2025		$	7,721
2026			7,146
2027			7,146
2028			7,146
2029			7,146

Choptank Transport, LLC [Member]

Schedule of Unaudited Pro forma Condensed Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2023 (in thousands, except for per share amounts):

		Twelve Months Ended
		December 31, 2023
Revenue		$	4,476,469
Net income		$	192,371
Earnings per share
Basic		$	3.04
Diluted		$	3.01

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