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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Acquisitions

NOTE 3. Acquisitions

Marten Intermodal Transaction

On September 30, 2025, we closed on the transaction to acquire certain assets of Marten Transport, Ltd. Intermodal (“Marten Intermodal”), a division of Marten Transport, Ltd., which provides temperature-controlled intermodal service to a diversified group of approximately 100 shippers in the food and beverage segments.

The acquisition added 1,200 refrigerated containers and continues our strategic investment of capital within the core business to support growing volumes and improved network fluidity.

The total $53.4 million asset purchase was funded through cash on hand and equipment notes secured by the underlying container and refrigerated assets. The assets acquired are being depreciated or amortized over their respectful useful lives up to 25 years.

The Marten Intermodal transaction was accounted for as an asset acquisition in accordance with ASC 805-50, as the acquisition did not meet the definition of a business under ASC 805 "Business Combinations".

SITH Transaction

On September 8, 2025, we completed the acquisition of the West-Coast final mile provider SITH, LLC ("SITH"). The total purchase consideration was approximately $1.3 million, funded with cash on hand.

The acquisition was accounted for as a business combination under ASC 805. The preliminary allocation of the purchase price resulted in $1.2 million of goodwill. The results of operations of the acquired business have been included in the Company’s consolidated financial statements from the date of acquisition. The acquisition is not material to the Company’s consolidated financial statements, and therefore, pro forma financial information has not been presented.

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 property, plant, and equipment, customer relationships, and trade name. In addition, we are in the preparation and review process of the valuation of certain acquired assets and liabilities 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

 

21,773

 

 

Right-of-use assets - operating leases

 

1,647

 

 

Other intangibles

 

42,511

 

 

Goodwill

 

41,673

 

 

Other non-current assets

 

243

 

 

Total assets acquired

$

136,225

 

 

 

 

 

 

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

 

 

Deferred taxes

 

11,884

 

 

Total liabilities assumed

$

32,513

 

 

 

 

 

 

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 includes $28.4 million 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 September 30, 2025, the balances of Deferred Consideration and Restricted Cash were $28.6 million and $26.8 million, respectively, 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 time frame.

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 as follows (in thousands):

 

Closing Date

 

 

Accumulated

 

 

Balance at

 

Estimated Useful

 

Amount

 

 

Amortization

 

 

September 30, 2025

 

Life

Customer relationships

$

33,018

 

 

$

2,059

 

 

$

30,959

 

15 years

Trade name

 

9,493

 

 

 

444

 

 

 

9,049

 

20 years

   Subtotal

$

42,511

 

 

$

2,503

 

 

 

40,008

 

 

Effect of translation

 

 

 

 

 

 

 

3,374

 

 

   Ending Balance

 

 

 

 

 

 

$

43,382

 

 

The above intangible assets are amortized using the straight-line method. Amortization expense related to the intangible assets acquired with this transaction was $0.7 million and $1.9 million for the three months and nine months ended September 30, 2025, respectively. The intangible assets have a weighted average useful life of approximately 15.21 years as of September 30, 2025.

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

 

 

Total

 

2025 (Remainder of year)

 

$

669

 

2026

 

 

2,681

 

2027

 

 

2,681

 

2028

 

 

2,681

 

2029

 

 

2,681

 

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

 

Acquisitions

 

 

(1,725

)

 

1,206

 

 

(519

)

Currency translation adjustment

 

 

4,360

 

 

-

 

 

4,360

 

Balance at September 30, 2025

 

$

416,380

 

$

401,770

 

$

818,150

 

The changes noted as "Acquisitions" in the above table refer to preliminary purchase accounting adjustments related primarily to the EASO acquisition recorded during the nine month period ending September 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 $6.0 million, partially offset by an increase in deferred tax obligation of $11.6 million. The increase to goodwill in the Logistics segment is related to the SITH acquisition.