Acquisitions (Tables)

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combination

The following table provides the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:

(in thousands)	January 31, 2025
Aggregate cash consideration(1)	$	274,807
Aggregate stock consideration(2)	41,057
Other consideration(3)	76,691
Total purchase consideration	$	392,555
ASSETS ACQUIRED
Receivables, net(4)	$	44,470
Prepaid expenses and other assets	1,711
Property assets	65,311
Operating lease right-of-use assets	843
Goodwill	198,190
Other intangible assets	152,300
Total assets acquired	$	462,825
LIABILITIES ASSUMED
Accounts payable - trade	17,973
Accrued liabilities	4,737
Operating lease liabilities	841
Deferred income taxes	46,719
Total liabilities assumed	70,270
Net assets acquired	$	392,555

(1) Aggregate cash consideration excludes $7.8 million in Replacement Awards described above and $58.6 million in cash acquired, and includes cash paid to settle Brigit's outstanding debt and loan balances of $62.3 million

(2) Aggregate stock consideration excludes approximately 1.3 million shares valued at approximately $39 million subject to certain vesting restrictions, as described further above

(3) Includes the fair value of Deferred Consideration and earnout payments described above, which were not included in Closing Cash Consideration paid at the time of closing but will be paid out in future periods based on the terms of the Merger Agreement

(4) Includes gross contractual receivables of $43.8 million related to customer cash advances, of which $4.5 million were estimated to be uncollectible as of the Closing Date

Business Combination, Recognized Asset Acquired and Liability Assumed

The following table provides the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date:

(in thousands)	January 31, 2025
Aggregate cash consideration(1)	$	274,807
Aggregate stock consideration(2)	41,057
Other consideration(3)	76,691
Total purchase consideration	$	392,555
ASSETS ACQUIRED
Receivables, net(4)	$	44,470
Prepaid expenses and other assets	1,711
Property assets	65,311
Operating lease right-of-use assets	843
Goodwill	198,190
Other intangible assets	152,300
Total assets acquired	$	462,825
LIABILITIES ASSUMED
Accounts payable - trade	17,973
Accrued liabilities	4,737
Operating lease liabilities	841
Deferred income taxes	46,719
Total liabilities assumed	70,270
Net assets acquired	$	392,555

(1) Aggregate cash consideration excludes $7.8 million in Replacement Awards described above and $58.6 million in cash acquired, and includes cash paid to settle Brigit's outstanding debt and loan balances of $62.3 million

(2) Aggregate stock consideration excludes approximately 1.3 million shares valued at approximately $39 million subject to certain vesting restrictions, as described further above

(3) Includes the fair value of Deferred Consideration and earnout payments described above, which were not included in Closing Cash Consideration paid at the time of closing but will be paid out in future periods based on the terms of the Merger Agreement

(4) Includes gross contractual receivables of $43.8 million related to customer cash advances, of which $4.5 million were estimated to be uncollectible as of the Closing Date

Certain fair values were determined based on an independent valuation of the

net assets acquired, including $152.3 million of identifiable intangible assets with an estimated weighted average useful life of nine years, as follows:

Asset Class	Estimated Fair Value (in thousands)		Estimated Remaining Useful Life (in years)
Customer contracts	$	144,500	10
Trade name	7,800		7

Business Combination, Pro Forma Information

The unaudited pro forma financial information is as follows:

	Three Months Ended March 31,
(in thousands)	2025		2024
Pro Forma total revenues	$	1,192,417	$	1,130,211
Pro Forma net earnings (loss)(1)	31,739		(2,419)

(1) Total pro forma adjustments to net earnings (loss) represented increases of $6.9 million for the three months ended March 31, 2025, and decreases of $30.1 million for the three months ended March 31, 2024.

The amounts of revenue and earnings of Brigit included in our Condensed Consolidated Statements of Operations from the acquisition date of January 31, 2025 are as follows:

(in thousands)	January 31, 2025 - March 31, 2025
Total revenues	$	31,861
Net earnings(1)	5,513

(1)Net earnings for the period includes amortization of intangible assets acquired upon closing of the Brigit acquisition.