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Acquisitions | 3 Months Ended
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Mar. 31, 2025
Business Combinations [Abstract] |
Acquisitions | NOTE 3. Acquisitions EASO Transaction On October 23, 2024, we entered into an investment agreement with Corporación Interamericana de Logística, S.A. de C.V. and certain associated entities (commonly known as “EASO”), a family-led, intermodal and trucking logistics provider headquartered in Mexico City to acquire a controlling interest in EASO. EASO specializes in intermodal, dedicated trucking, truckload and freight brokerage services. Through a network of terminals across Mexico, EASO serves the entire Mexican domestic market and main logistics hubs in the U.S. using its intermodal cross-border network. The estimated fair value of total consideration transferred was approximately $55 million for a 51% equity stake in EASO. The financial results of EASO, since the date of acquisition, are included in our ITS segment. The EASO investment transaction expanded our intermodal and transportation solutions business. With a substantial increase in cross-border trade activity from nearshoring, this transaction improves our ability to provide a cross-border service offering and provides increased intermodal conversion opportunities. The initial accounting for the EASO transaction is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets as well as non-controlling interests. In addition, we are in the preparation and review process of the valuation of certain acquired assets, liabilities, and non-controlling interest used in determining the purchase accounting. Finally, certain post-closing activities outlined in the investment agreement remain incomplete. As a result, the amounts recorded in the condensed consolidated financial statements related to the EASO transaction are preliminary and the measurement period remains open. The following table summarizes the preliminary purchase price allocation to the assets acquired and liabilities assumed as of the date of the investment agreement (in thousands):
| October 23, 2024 |  |
Cash and cash equivalents | $ | 2,018 |  |
Accounts receivable trade, net |  | 15,138 |  |
Other receivables |  | 8,258 |  |
Prepaid taxes |  | 1,174 |  |
Prepaid expenses and other current assets |  | 1,790 |  |
Property and equipment, net |  | 15,770 |  |
Right-of-use assets - operating leases |  | 1,647 |  |
Other intangibles |  | 36,661 |  |
Goodwill |  | 41,195 |  |
Other non-current assets |  | 243 |  |
Total assets acquired | $ | 123,894 |  |
Accounts payable trade | $ | 9,976 |  |
Accounts payable other |  | 3,844 |  |
Accrued payroll |  | 526 |  |
Accrued other |  | 841 |  |
Lease liability - operating leases (current) |  | 336 |  |
Current portion of long-term debt |  | 1,031 |  |
Long-term debt |  | 2,017 |  |
Lease liability - operating leases (non-current) |  | 1,311 |  |
Deferred taxes |  | 300 |  |
Total liabilities assumed | $ | 20,182 |  |
Total purchase price allocation | $ | 103,712 |  |
Less: non-controlling interests |  | 48,996 |  |
Consideration transferred for 51% ownership |  | 54,716 |  |
Less: contingent consideration due to sellers |  | 3,721 |  |
Cash contributed for 51% ownership |  | 50,995 |  |
Less: cash and cash equivalents acquired |  | 2,018 |  |
Less: deferred cash consideration |  | 28,436 |  |
Cash paid, net | $ | 20,541 |  |
The following table summarizes the preliminary estimated acquisition date fair value of consideration transferred and purchase price allocation.
| October 23, 2024 |  |
Cash | $ | 22,559 |  |
Deferred cash consideration |  | 28,436 |  |
Contingent consideration |  | 3,721 |  |
Total consideration transferred |  | 54,716 |  |
Non-controlling interests |  | 48,996 |  |
Total purchase price allocation | $ | 103,712 |  |
The EASO transaction was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” In connection with the transaction, we performed a consolidation analysis concluding that we control all EASO entities through either a majority voting interest or as the primary beneficiary of a variable interest entity. As a result, 100% of assets acquired, liabilities assumed and non-controlling interests were recorded in the accompanying Condensed Consolidated Balance Sheet at their preliminary estimated fair values as of October 23, 2024, with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the EASO transaction was primarily attributable to potential expansion and future development of the business. This goodwill is not expected to be deductible for tax purposes. Total consideration transferred includ es $28.4 mil lion of deferred cash consideration, all or a portion of which may be paid at least two years after the closing date of the transaction. As a result of the restrictions on this deferred consideration in the investment agreement, we have classified the associated cash as Restricted Cash in the accompanying Condensed Consolidated Balance Sheet. As of March 31, 2025, the balances of Deferred Consideration and Restricted Cash were bot h $28.4 million, on the Condensed Consolidated Balance Sheet. Total consideration transferred includes $3.7 million of contingent consideration related to certain operating tax balances existing prior to the transaction for which we have agreed to reimburse the full amount of cash collected within two years of the closing date of the transaction. The estimated fair value of such contingent consideration is based on estimated collectability of such operating tax balances within the agreed timeframe. Our investment in one of the EASO entities, Corporación Interamericana de Logística, S.A. de C.V. (“CIL”), qualifies as a Variable Interest Entity (“VIE”). Based on the rights provided in the investment and shareholder agreements, as well as the design of the VIE, our majority exposure to the variability associated with economic performance of the VIE, and the relationship and significance of activities of the VIE to us, we determined that we are most closely associated with the VIE and are therefore considered the primary beneficiary. During a period from 2030 to 2032, Hub will have the right, but not the obligation, to purchase an amount of issued and outstanding shares of EASO such that, upon exercising this call right, we would own 80% of all of the issued and outstanding shares of EASO at a purchase price based on earnings multiples as defined in the shareholders agreement. We evaluated this call right and concluded that it does not meet the definition of a derivative, resulting in the non-controlling interest and embedded call right being classified as permanent equity. The components of “Other intangibles” listed in the above table as of the transaction date are preliminarily estimated based on prior acquisitions as follows (in thousands):
| Closing Date |  |  | Accumulated |  |  | Balance at |  | Estimated Useful
| Amount |  |  | Amortization |  |  | March 31, 2025 |  | Life
Customer relationships | $ | 31,661 |  |  | $ | 1,283 |  |  | $ | 30,378 |  | 10 years
Trade name |  | 5,000 |  |  |  | 139 |  |  |  | 4,861 |  | 15 years
Subtotal | $ | 36,661 |  |  | $ | 1,422 |  |  |  | 35,239 |  |
Effect of translation |  |  |  |  |  |  |  | (902 | ) |
Ending Balance |  |  |  |  |  |  | $ | 34,337 |  |
The above intangible assets are amortized using the straight-line method. Amortization expense related to this transaction for the three months ended March 31, 2025 was $0.9 million. The intangible assets have a weighted average useful life of approximately 10.30 years as of March 31, 2025. Amortization expense related to EASO investment agreement for the next five years is estimated as follows (in thousands):
|  | Total |
2025 (Remainder of year) |  | $ | 2,543 |
2026 |  |  | 3,390 |
2027 |  |  | 3,390 |
2028 |  |  | 3,390 |
2029 |  |  | 3,390 |

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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