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ACQUISITION | 3 Months Ended
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Mar. 31, 2022
ACQUISITION. |
ACQUISITION | NOTE C – ACQUISITION ​ On November 1, 2021 (the “acquisition date”), the Company acquired MoLo Solutions, LLC (“MoLo”), a Chicago-based truckload freight brokerage company, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 29, 2021. Terms of the transaction included initial consideration paid at closing of $239.4 million, including and subject to certain post-closing adjustments which were estimated at closing and will be finalized post-closing. The Company funded the initial purchase price with cash on hand. The Merger Agreement provides for certain additional cash consideration to be paid by the Company based on the achievement of certain targets of adjusted earnings before interest, taxes, depreciation and amortization for each of the years ended December 31, 2023, 2024, and 2025. At 100% of the target, the cumulative additional consideration for years 2023 through 2025 would be $215.0 million, with the possible undiscounted cash consideration due ranging from a total of $95.0 million at 80% of target to $455.0 million at 300% of target, as outlined in the Merger Agreement. ​ The following table represents the components of the total purchase consideration for the acquisition of MoLo. The Company recorded the estimated fair value of contingent consideration at the acquisition date as a part of the purchase price consideration for the acquisition. The purchase consideration is preliminary and is dependent on final post-closing adjustments and completion of a net working capital audit. ​
​ | ​ | ​ | ​ | ​
​ | ​ | Purchase | ​
​ | ​ | Consideration | ​
​ | ​ | (in thousands) | ​
Net cash consideration, including estimated post-closing adjustments | ​ | $ | 239,398 | ​
Contingent consideration | ​ | ​ | 93,700 | ​
Total purchase consideration | ​ | $ | 333,098 | ​
​ The results of MoLo’s operations subsequent to the acquisition date have been included in the accompanying consolidated financial statements, with the acquired operations included within the ArcBest operating segment (see Note K). The acquisition of MoLo enhances the scale of the Company’s truckload brokerage services by providing additional truckload capacity, support, and expertise in the Company’s Asset-Light operations and increasing cross-selling potential. ​ The following table summarizes the estimated fair values of the acquired assets and liabilities assumed at the acquisition date, including measurement period adjustments related to working capital. The Company is in the process of making a final determination of acquired assets and liabilities, with remaining matters primarily related to finalization of a net working capital audit, and thus, the provisional measurements are subject to change. ​
​ | ​ | ​ | ​ | ​
​ | ​ | Purchase |
​ |  | Allocation |
​ | ​ | (in thousands) |
Accounts receivable | ​ | $ | 134,702 | ​
Prepaid expenses | ​ |  | 468 | ​
Property and equipment | ​ |  | 2,309 | ​
Operating lease right-of-use assets | ​ |  | 844 | ​
Intangible assets | ​ |  | 76,900 | ​
Other assets | ​ |  | 170 | ​
Total identifiable assets acquired | ​ |  | 215,393 | ​
​ | ​ | ​ | ​ | ​
Accounts payable | ​ |  | 91,228 | ​
Accrued expenses and other current liabilities | ​ |  | 2,724 | ​
Operating lease liabilities | ​ |  | 983 | ​
Total liabilities | ​ |  | 94,935 | ​
​ | ​ | ​ | ​ | ​
Total identifiable net assets | ​ |  | 120,458 | ​
Goodwill | ​ |  | 212,640 | ​
Net assets acquired | ​ | $ | 333,098 | ​
​ The MoLo acquisition has been accounted for as a business combination using the acquisition method of accounting. The total purchase consideration to acquire MoLo has been allocated to the assets acquired and liabilities assumed as of November 1, 2021, with the excess purchase price recorded as goodwill. See Note D for further discussion of acquired goodwill and intangible assets. ​

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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