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Note 6 - Acquisition of AAT Carriers, Inc. | 12 Months Ended
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Dec. 31, 2022
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
6. | ACQUISITION OF AAT CARRIERS, INC.
On February 9, 2022, we acquired 100% of the outstanding stock of AAT headquartered in Chattanooga, TN. AAT specializes in highly regulated, time-sensitive loads for the U.S. government. The acquisition date fair value of the consideration transferred was $54.7 million. The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Stock Purchase Agreement includes an earnout component of up to an aggregate of $20.0 million based on AAT's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first and second years following closing. The total purchase price, including any earnout achieved, is expected to range from $38.5 million to $57.0 million depending on the results achieved by AAT. AAT’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Expedited reportable segment. The acquisition date fair value of the consideration transferred consisted of the following:
|  | February 9, 2022 |
(in thousands) |  |  |  |
Cash paid pursuant to Stock Purchase Agreement |  | $ | 40,347 |
Cash acquired included in historical book value of AAT's assets and liabilities |  |  | (1,846 | )
Contingent consideration |  |  | 16,210 |
Net purchase price |  | $ | 54,711 |
The contingent consideration arrangement requires us to pay up to $20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years. We estimated the fair value of the contingent consideration using a probability-weighted model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2022:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | December 31, 2021 |  |  | Additions |  |  | Adjustments to fair market value |  |  | December 31, 2022 |
Contingent consideration |  | $ | - |  |  | $ | (16,210 | ) |  | $ | (813 | ) |  | $ | (17,023 | )
Because of our 338(h)10 election, all goodwill related to the acquisition is deductible for tax purposes, and there are no deferred income taxes arising from the acquisition. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.
|  | February 9, 2022 |
Accounts receivable |  | $ | 842 |
Prepaid expenses |  |  | 33 |
Other short-term assets |  |  | 19 |
Net property and equipment |  |  | 7,994 |
Credentialing intangible asset |  |  | 32,000 |
Total identifiable assets acquired |  |  | 40,888 |
Accounts payable |  |  | (19 | )
Accrued expenses |  |  | (1,396 | )
Finance lease obligations |  |  | (458 | )
Other long-term liabilities |  |  | (3 | )
Total liabilities assumed |  |  | (1,876 | )
Net identifiable assets acquired |  |  | 39,012 |
Goodwill |  |  | 15,699 |
Net assets acquired |  | $ | 54,711 |
The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel, purchases of revenue equipment. Refer to Note 7, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired. The amounts of revenue and earnings of AAT included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2022 are as follows:
(in thousands) |  | Year Ended |
|  | December 31, 2022 |
Total revenue |  | $ | 33,061 |
Net income |  | $ | 13,263 |

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