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Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc | 9 Months Ended
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Sep. 30, 2023
Lew Thompson & Son Trucking, Inc. [Member] |
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
Note 13. | Acquisition of Lew Thompson & Son Trucking, Inc.
On April 26, 2023, we acquired 100% of the outstanding stock of LTST and related entities, headquartered in Huntsville, AR. LTST is a dedicated contract carrier specializing in poultry feed and live haul transportation in Northwest Arkansas and surrounding areas and was acquired to expand the Dedicated reportable segment into this niche market. The acquisition date fair value of the consideration transferred was $109.9 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 $30.0 million based on LTST's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first, second, and third calendar years following closing. The total purchase, including any earnout achieved, is expected to range from $109.9 million to $129.9 million depending on the results achieved by LTST. LTST's results have been included in the condensed consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment. The preliminary acquisition date fair value of the consideration transferred consisted of the following:
|  | April 26, 2023 |
(in thousands) |  |  |  |
Cash paid pursuant to Stock Purchase Agreement |  | $ | 100,726 |
Cash acquired included in historical book value of LTST's assets and liabilities |  |  | (839 | )
Contingent consideration |  |  | 10,016 |
Net purchase price |  | $ | 109,903 |
The contingent consideration arrangement requires us to pay up to $30.0 million of additional consideration to LTST's former shareholders based on LTST's results during the first three calendar years following closing. 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 allocation of the preliminary purchase price is subject to change based on finalization of the valuation of long-lived and intangible assets and contingent consideration, as well as our ongoing evaluation of LTST’s accounting principles for consistency with ours. We expect to make a 338(h)10 election, which would result in all goodwill related to the acquisition being deductible for tax purposes and 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:
|  | April 26, 2023 |
Accounts receivable |  | $ | 5,135 |
Driver advances and other receivables |  |  | 421 |
Inventory and supplies |  |  | 1,015 |
Prepaid expenses |  |  | 561 |
Net property and equipment |  |  | 44,499 |
Other assets, net |  |  | 120 |
Other intangibles, net |  |  | 52,870 |
Total identifiable assets acquired |  |  | 104,621 |
Accounts payable |  |  | (565 | )
Accrued expenses |  |  | (1,465 | )
Current portion of operating lease obligations |  |  | (396 | )
Current portion of insurance and claims accrual |  |  | (56 | )
Long-term portion of operating lease obligations |  |  | (2,103 | )
Total liabilities assumed |  |  | (4,585 | )
Net identifiable assets acquired |  |  | 100,036 |
Goodwill |  |  | 9,867 |
Net assets acquired |  | $ | 109,903 |
During the quarter ended September 30, 2023, we recognized measurement period adjustments which reduced goodwill recognized for LTST by $0.8 million from $10.7 million as of June 30, 2023 to $9.9 million as of September 30, 2023. Goodwill and other intangible assets may change upon the finalization of the valuation of the contingent consideration liability and intangible assets as part of the purchase accounting for the LTST acquisition. The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment, and may change as a result of our ongoing evaluation of LTST’s accounting principles for consistency with ours. Refer to Note 15, "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 LTST included in the Company’s consolidated results of operations from the acquisition date to the periods ended September 30, 2023 are as follows:
(in thousands) |  | Three months ended |  |  | Nine months ended |
|  | September 30, 2023 |  |  | September 30, 2023 |
Total revenue |  | $ | 15,020 |  |  | $ | 25,829 |
Net income |  | $ | 1,542 |  |  | $ | 3,420 |
The following unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2023 and 2022 assume that the acquisition of LTST occurred as of January 1, 2022:
(in thousands) |  | Three months ended |  |  | Nine months ended |
|  | September 30, |  |  | September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Total revenue |  | $ | 303,741 |  |  | $ | 328,001 |  |  | $ | 878,626 |  |  | $ | 969,286 |
Net income |  | $ | 14,687 |  |  | $ | 53,613 |  |  | $ | 49,772 |  |  | $ | 106,560 |
Basic net income per share |  | $ | 1.13 |  |  | $ | 3.72 |  |  | $ | 3.80 |  |  | $ | 6.88 |
Diluted net income per share |  | $ | 1.07 |  |  | $ | 3.60 |  |  | $ | 3.62 |  |  | $ | 6.71 |
The pro forma financial information for all periods presented above has been calculated after adjusting the results of LTST to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2022. As noted above, the allocation is preliminary and changes to the value of the contingent consideration and finalization of our valuation could result in changes to the amount of amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Company's historical condensed consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2022.

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