Business Combinations |
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| Business Combinations | NOTE 17 − BUSINESS COMBINATIONS Fiscal Year 2026 Acquisitions Effective September 1, 2025, the Company acquired an 80% stock ownership interest in Weport, a Mexico City-based, privately held company. Weport provides national coverage for goods moving to and from Mexico with international air and ocean forwarding services, multi-modal domestic services, along with customs brokerage, warehousing, and other value-added services. The Company structured the transaction similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations, along with the right to purchase the remaining 20% in the future at the option of the Company or remaining shareholders. The preliminary fair value estimates for the assets acquired and liabilities assumed are based upon preliminary calculations and valuations. The estimates and assumptions are subject to change as additional information is obtained for the estimates during the measurement period (up to one year from the acquisition date). The primary estimate not yet finalized relates to working capital. Intangible assets acquired consist of customer-related intangible assets and have an estimated useful life of 10 years. Weport is included in the United States segment. The Company and the existing shareholders agreed to certain put and call options with regards to the remaining 20% interest. Commencing on September 1, 2027, the existing shareholders may exercise a put option to sell their shares to the Company. The Company is irrevocably obligated to purchase the shares. In addition, the Company has a call option to purchase, at its option, the remaining shares. The put and call options continue as long as the shares are held by the existing shareholders. The Company determined that the put option is embedded within the noncontrolling interest requiring that the amount be classified as redeemable noncontrolling interest outside of equity in the consolidated balance sheets. Fiscal Year 2025 Acquisitions Effective September 1, 2024, the Company acquired Foundation Logistics & Services, LLC, a Humble, Texas based, privately held company that provides a full range of specialized transportation and logistics services for companies involved in the exploration, drilling, and production of oil and gas. Effective October 1, 2024, the Company acquired the assets and operations of Focus Logistics, Inc. (“Focus”), a privately held company with operations in Romulus, Michigan that has operated under the Company’s Service By Air brand since 2006. Focus combined with the Company’s existing operations in the Detroit, Michigan area to solidify the Company’s offerings in the region. Effective December 1, 2024, the Company acquired the assets and operations of TCB Transportation Associates, LLC d/b/a TCB Transportation, a St Louis, Missouri based, privately held intermodal marketing company specializing in the movement of 40 and 53-foot containers across North America. Effective March 1, 2025, the Company acquired Transcon Shipping Co., Inc. (“Transcon”), a California-based, privately held company that combines decades of excellence in ocean freight forwarding services with a complementary portfolio of air freight and other transportation services from strategic gateway locations in Los Angeles, New York and Chicago. Transcon combined with the Company’s existing operations in Los Angeles, New York, and Chicago. Effective April 1, 2025, the Company acquired the assets and operations of USA Logistics Services, Inc. and USA Carrier Services, LLC (collectively, “USA Logistics”), both Philadelphia, Pennsylvania based, privately held companies that have operated as part of the Company’s Service By Air brand since 2014. USA Logistics is expected to combine with the Company’s existing operations in the Philadelphia area. Effective May 1, 2025, the Company acquired Universal Logistics, Inc. (“Universal”) a Houston, Texas based privately held company that has operated as part of the Company’s Airgroup brand since 2001. Universal combined with the Company’s existing operations in the Houston area. The fair value of the consideration transferred for the fiscal year 2025 acquisitions consisted of the following:
The purchase price allocations for the acquisitions are as follows:
The Company’s results for the year ended June 30, 2025 include revenue of approximately $47,599 and net income of approximately $2,518 since their respective acquisition dates. The following table provides the unaudited consolidated pro forma results as if these acquisitions had been acquired as of July 1, 2024:
The pro forma results include the effects of amortization of purchased intangible assets and income tax expense. The pro forma results are based upon unaudited financial statements of the acquired entities and are presented for informational purposes only and are not necessarily indicative of the results of future operations or the results that would have occurred had the acquisitions taken place as of July 1, 2023. The Company structured each of these transactions similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the future performance of the acquired operations. Goodwill and intangible assets totaling approximately $22,590 are expected to be deductible for income tax purposes over a period of 15 years. Goodwill is recorded in the United States operating segment. Intangible assets acquired consist of customer-related intangible assets and have an estimated useful life of 10 years. |
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