Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

v3.23.3
Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Based on the provisional information available, the purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on the provisional fair values as of the acquisition date as follows (in thousands):
  Provisional Fair Value
Assets and Liabilities acquired:
Current assets $ 9,109 
Vehicles, net 32,295 
Other non-current assets 5,251 
Current liabilities (18,397)
Non-Current liabilities $ (2,061)
Total net assets acquired $ 26,197 
Consideration paid - Cash $ 10,000 
Consideration paid - Issuance of stock 2,300 
Consideration payable - VTB Note Payable(1)
2,431 
Consideration payable - Cash Hold-back 1,000 
Total purchase price $ 15,731 
Estimated bargain purchase gain $ 10,466 
(1) The consideration payable to Spin is subject to change as the Company has 90 days following the closing date to adjust the purchase price. The Company has identified preliminary adjustments of $3.6 million which decreases the principal amount outstanding under the VTB Note Payable from $6.0 million to $2.4 million.
The purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date as follows (in thousands):
  Fair Value
Assets acquired:
Current assets $ 1,364 
Vehicles 1,555 
Goodwill 29,815 
Other intangible assets 696 
Other non-current assets 157 
Current liabilities (2,914)
Total net assets acquired $ 30,673 
Consideration paid - notes $ 26,977 
Consideration paid - issuance of common shares 3,696 
Total purchase price $ 30,673 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table sets forth the components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition:
Estimated Useful Life January 3, 2023
Trade names/trademarks 3 years $ 325 
Customer relationships 2 years 113
Vendor permits 3 years 258
Total intangible assets $ 696