Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions (Tables)

v3.25.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Purchase Price Allocation Assets acquired and liabilities assumed as of the acquisition date are presented in the following table:
January 26, 2024 Opening Balance Sheet as Reported at March 31, 2024
Adjustments
 January 26, 2024 Opening Balance Sheet as Reported at December 31, 2024
Consideration Transferred
Cash consideration paid $ 100,499  $ —  $ 100,499 
Liabilities under tax receivable agreement 13,270  —  13,270 
Common shares 32,795  (1,967) 30,828 
Series B preferred shares 207,880  (12,473) 195,407 
Series C preferred shares 56,713  (3,403) 53,310 
Opco C-2 preferred units 359,493  (21,570) 337,923 
Extinguishment of Omni's indebtedness 1,543,003  —  1,543,003 
Total purchase price (fair value of consideration) 2,313,653  (39,413) 2,274,240 
Fair Value of Assets Acquired and Liabilities Assumed
Cash and cash equivalents acquired 78,260  (10,977) 67,283 
Accounts receivable 181,570  10,441  192,011 
Property and equipment 75,292  14,082  89,374 
Other assets 35,639  (3,084) 32,555 
Operating lease right-of-use assets 234,025  13,665  247,690 
Customer relationships 1,062,729  (158,929) 903,800 
Non-compete agreements 42,509  (19,109) 23,400 
Trademarks and other 42,510  (19,410) 23,100 
Total assets acquired 1,752,534  (173,321) 1,579,213 
Current liabilities 156,408  (368) 156,040 
Finance lease obligations 14,606  2,977  17,583 
Operating lease liabilities 234,025  13,844  247,869 
Other liabilities 643  (559) 84 
Deferred income taxes 133,673  22,127  155,800 
Total liabilities assumed 539,355  38,021  577,376 
Goodwill $ 1,100,474  $ 171,929  $ 1,272,403 
The associated goodwill has been included in the Company’s Expedited Freight reportable segment.
Land Air
January 31, 2023
Tangible assets:
Property and equipment $ 738 
Total tangible assets 738 
Intangible assets:
Customer relationships 1
35,200 
Goodwill 20,629 
Total intangible assets 55,829 
Total assets acquired 56,567 
Net assets acquired 2
$ 56,567 
1 Estimated useful life of 15 years
2 No liabilities were assumed in relation to the Land Air transaction.
Schedule of Weighted-Average Useful Life of Acquired Intangible Assets The acquired intangible assets have a weighted-average useful life as follows:
Intangible Assets Weighted-Average Useful Life
Customer relationships 14 years
Non-compete agreements 4 years
Trade names 5 years
The estimated useful life of Omni acquired intangible assets as of the acquisition date are summarized in the following table:
Years
Customer relationships 14 years
Non-compete agreements 4 years
Trademarks and other
 5 years
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):
  Year Ended
  December 31,
2024		 December 31,
2023
Pro forma revenue
 $ 2,556,262  $ 2,659,431 
Pro forma net loss from continuing operations
 (1,190,392) (159,425)