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Acquisitions (Tables) - EASO Transaction [Member]
 6 Months Ended
Jun. 30, 2025
Business Combination [Line Items]  
Schedule of Preliminary Purchase Price Allocation to Assets Acquired and Liabilities Assumed

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

 

20,275

 

 

Right-of-use assets - operating leases

 

1,647

 

 

Other intangibles

 

42,511

 

 

Goodwill

 

30,507

 

 

Other non-current assets

 

243

 

 

Deferred taxes

 

780

 

 

Total assets acquired

$

124,341

 

 

 

 

 

 

Accounts payable trade

$

9,976

 

 

Accounts payable other

 

3,844

 

 

Accrued payroll

 

1,273

 

 

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

 

 

Total liabilities assumed

$

20,629

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 
Schedule of Preliminary Estimated Acquisition Date Fair Value of Consideration Transferred And Purchase Price Allocation

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

 

 
Schedule of Components of Other Intangibles Acquired

The components of “Other intangibles” listed in the above table as of the transaction date are preliminarily estimated as follows (in thousands):

 

Closing Date

 

 

Accumulated

 

 

Balance at

 

Estimated Useful

 

Amount

 

 

Amortization

 

 

June 30, 2025

 

Life

Customer relationships

$

33,018

 

 

$

1,512

 

 

$

31,506

 

15 years

Trade name

 

9,493

 

 

 

326

 

 

 

9,167

 

20 years

   Subtotal

$

42,511

 

 

$

1,838

 

 

 

40,673

 

 

Effect of translation

 

 

 

 

 

 

 

2,169

 

 

   Ending Balance

 

 

 

 

 

 

$

42,842

 

 
Schedule of Amortization Expense

Amortization expense related to EASO investment agreement for the next five years is estimated as follows (in thousands):

 

 

Total

 

2025 (Remainder of year)

 

$

1,341

 

2026

 

 

2,681

 

2027

 

 

2,681

 

2028

 

 

2,681

 

2029

 

 

2,681

 
Schedule of Carrying Amount of Goodwill by Segment

The following table presents the total carrying amount of goodwill by segment (in thousands):

 

 

ITS

 

Logistics

 

Total

 

Balance at December 31, 2024

 

$

413,745

 

$

400,564

 

$

814,309

 

Adjustments

 

 

(12,891

)

 

-

 

 

(12,891

)

Currency translation adjustment

 

 

2,601

 

 

-

 

 

2,601

 

Balance at June 30, 2025

 

$

403,455

 

$

400,564

 

$

804,019

 

 

The changes noted as "Adjustments" in the above table refer to preliminary purchase accounting adjustments related to the EASO acquisition recorded during the three month period ending June 30, 2025, primarily related to the increase in the valuation of intangibles for $5.9 million and the increase in valuation of property, plant, and equipment for $4.5 million.