Note 12 - Acquisitions

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Business Combination Disclosure [Text Block]

12. Acquisitions

On January 31, 2022, we entered into an agreement to acquire substantially all of the assets and assume certain specified liabilities of Zenith Freight Lines, LLC (Zenith), a wholly-owned subsidiary of Bassett Furniture Industries Inc., subject to customary closing conditions. The closing of the transaction is expected to be effective on February 28, 2022. The purchase price was $87 million. Upon closing of this acquisition, we will acquire customer contracts, net working capital, property and equipment, and assumed various facility leases. We anticipate using our existing cash balance to fund this transaction. The Zenith acquisition will be accounted for as a business combination and will operate within our FMS business segment.

On November 20, 2020, we entered into an asset purchase agreement to acquire substantially all of the assets and assume certain specified liabilities of Mass Movement, Inc. (Mass Movement), subject to customary closing conditions. The closing of the transaction was effective on November 30, 2020, with a purchase price of $25.5 million. Of this total purchase price, $13.5 million was deferred and is subject to an agreed-upon future earn-out calculation based on established cumulative earnings before interest, taxes, depreciation, and amortization (EBITDA) targets reported for the acquired operations in 2021 through 2023. Total consideration paid in cash under the Mass Movement agreement at closing was $12.1 million and consisted of the remaining agreed upon purchase price of $12.0 million adjusted for estimated working capital adjustments and other employee related liabilities. Accordingly, total consideration given under the Mass Movement agreement was $25.6 million. Transaction costs incurred were not material. The Mass Movement acquisition was accounted for as a business combination and operates within our FMS business segment. Assets acquired and liabilities assumed were recorded in our Consolidated Balance Sheet at their estimated fair values, as of the closing date, using cost, market data and valuation techniques that reflect management’s judgment and estimates. As a result of the acquisition, we recorded $12.1 million of finite-lived intangible assets and $3.9 million of goodwill, with a $4.9 million reduction of goodwill recorded in 2021 as a result of the finalization of our purchase price allocation. Goodwill consists of acquiring and retaining the Mass Movement existing network and expected synergies from the combination of operations.