Quarterly report [Sections 13 or 15(d)]

Acquisitions and Umbrella Partnership C Structure (Tables)

v3.25.3
Acquisitions and Umbrella Partnership C Structure (Tables)
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Allocations of Purchase Price
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 $ 1,643,502  $ —  $ 1,643,502 
Contingent consideration
13,270  —  13,270 
Equity Consideration1
656,881  (39,413) 617,468 
Total purchase price and noncontrolling interest
 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 

1Includes (i) $84,138 related to the issuance of the 700 common shares and 1.21 shares of Series C Preferred Stock, (ii) $345,003 related to the fair value of the Class B Opco units and (iii) $188,327 related to the fair value of the noncontrolling interest retained by the Omni Holders. In consolidation, the Class B Opco units are eliminated and $121,379 is recorded to additional paid-in capital as an equity transaction and $223,284 is recorded to noncontrolling interest representing the Omni Holders share of the historical carrying value of the Company’s net operating assets.
Schedule of Acquired Finite-Lived Intangible Assets
The weighted average useful life of acquired intangible assets as of the acquisition date are summarized in the following table:
(weighted average years)
 Omni
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, 2024 (unaudited and in thousands):

September 30, 2024
Pro forma revenue $ 1,923,416 
Pro forma net loss (1,155,014)