| Schedule of Allocations of Purchase Price |
The sources of the preliminary purchase price consideration are as follows:
|
|
|
|
|
|
|
Omni |
| Cash |
$ |
100,499 |
|
| Liabilities under tax receivable agreement |
13,270 |
|
| Common shares |
32,795 |
|
| Series B preferred shares (each issued with a corresponding Opco class B unit) |
207,880 |
|
| Series C preferred shares |
56,713 |
|
| Opco C-2 preferred units |
359,493 |
|
| Extinguishment of Omni's indebtedness |
1,543,003 |
|
| Preliminary purchase price |
$ |
2,313,653 |
|
Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Air |
|
Omni |
|
|
January 31, 2023 |
|
January 25, 2024 |
| Tangible assets: |
|
|
|
|
| Cash |
|
$ |
— |
|
|
$ |
78,260 |
|
| Accounts receivable |
|
— |
|
|
181,570 |
|
|
|
|
|
|
|
|
|
|
|
| Property and equipment |
|
738 |
|
|
75,292 |
|
| Other assets |
|
— |
|
|
35,639 |
|
| Operating lease right-of-use assets |
|
— |
|
|
234,025 |
|
| Total tangible assets |
|
738 |
|
|
604,786 |
|
| Intangible assets: |
|
|
|
|
| Customer relationships |
|
35,200 |
|
|
1,062,729 |
|
| Non-compete agreements |
|
— |
|
|
42,509 |
|
| Trademarks and other |
|
— |
|
|
42,510 |
|
| Goodwill |
|
20,629 |
|
|
1,100,474 |
|
| Total intangible assets |
|
55,829 |
|
|
2,248,222 |
|
| Total assets acquired |
|
56,567 |
|
|
2,853,008 |
|
|
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Current liabilities |
|
— |
|
|
156,408 |
|
| Finance lease obligations |
|
— |
|
|
14,606 |
|
| Operating lease liabilities |
|
— |
|
|
234,025 |
|
| Other liabilities |
|
— |
|
|
643 |
|
| Deferred income taxes |
|
— |
|
|
133,673 |
|
|
|
|
|
|
| Total liabilities assumed |
|
— |
|
|
539,355 |
|
| Net assets acquired |
|
$ |
56,567 |
|
|
$ |
2,313,653 |
|
|
| Schedule of Pro Forma Information |
The following table represents the pro forma financial information as if Omni had been included in the consolidated results of the Company since January 1, 2023 (unaudited and in thousands):
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, 2024 |
March 31, 2023 |
| Pro forma revenue |
$ |
623,813 |
|
$ |
701,600 |
|
| Pro forma net loss from continuing operations |
(154,345) |
|
(41,436) |
|
|