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Acquisitions | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions Acquisition of Omni On January 25, 2024, (the “Closing”) the Company completed the acquisition of Omni Newco, LLC ("Omni" and the acquisition of Omni, the "Omni Acquisition") pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”, and amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”). Omni, headquartered near Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally. Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), the Company acquired Omni for a combination of (a) $100,499 in cash (which includes pre-acquisition Omni costs of approximately $80 million) and (b) 14,015 shares of the Company’s outstanding common stock, on an as-converted and as-exchanged basis (the “Equity Consideration”) consisting of: (i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon approval of the Company’s shareholders at the 2024 Annual Shareholders Meeting held on June 3, 2024 (the “Conversion Approval”)) and (ii) 12,105 Opco Class B Units and corresponding Series B Preferred Units, which are exchangeable into shares of common stock (of which 7,670 units were issued upon conversion of the units of Opco designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval). At the date of acquisition, the Equity Consideration represented 35% of the Company’s outstanding common stock on a fully-diluted and as-exchanged basis. Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, the Company contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”). Opco has been structured as an umbrella partnership C corporation through which the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold a portion of the Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units. Effective as of the Closing, the Company operates its business through Opco, which indirectly holds all of the assets and operations of the Company and Omni. Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”). At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions. Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5% of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement. The Omni Acquisition enables the Company to provide a differentiated service offering and expanded geographic footprint to customers. In addition, the combination of these complementary businesses positions the Company to deliver integrated global supply chain solutions for customers’ most service-sensitive logistics needs. Goodwill recognized related to the purchase represents planned operational synergies, expanded geographic reach of our services, and strategic market positioning. The results of Omni have been included in the Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Omni Logistics operating segment and reporting unit and is not expected to be deductible for tax purposes. Business Combination Accounting - Omni Logistics 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 |
For the three months ended March 31, 2025 and 2024, the Co mpany recorded $13,926 and $61,924 of trans actions and integration costs incurred in connection with the Omni Acquisition, respectively. The transaction and integration costs were recorded in “Other operating expenses” in the Condensed Consolidated Statements of Operations. 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 |
Supplemental 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):
|  | March 31, 2024
Pro forma revenue |  | $ | 623,813 |
Pro forma net loss |  | (154,345) |
The pro forma financial information adjusts the net loss for amortization of the intangible assets and the fair value adjustments of the assets acquired in connection with the Omni Acquisition as if the closing had occurred on January 1, 2024.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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