Acquisition (Tables)

6 Months Ended

Jun. 30, 2022

UACC

Business Acquisition [Line Items]

Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date, inclusive of immaterial measurement period adjustments (in thousands):

	Fair Value
Cash and cash equivalents	$	5,294
Restricted cash		42,631
Finance receivables at fair value		296,927
Finance receivables, held for sale		263,393
Intangible assets		156,000
Goodwill		42,886
Other assets		25,934
Total assets acquired	$	833,065
Warehouse credit facilities		(178,067	)
Long term debt		(285,704	)
Deferred tax liability		(23,855	)
Other liabilities		(30,026	)
Total liabilities assumed	$	(517,652	)
Net assets acquired	$	315,413

Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life

The following table summarizes the identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):

	Fair Value		Weighted Average Useful Life
Purchased technology	$	83,000	7
Customer relationships		66,000	8
Trade name		7,000	10
	$	156,000

Summary of Pro Forma Information

The pro forma information for the three months ended June 30, 2021 and the six months ended June 30, 2022 and 2021 is as follows:

	Three months ended June 30,			Six months ended June 30,
	2021			2022			2021
Total revenue	$	805,231		$	1,414,683		$	1,436,726
Net loss	$	(45,860	)	$	(437,739	)	$	(90,243	)

Vast Holdings, Inc. (“d/b/a CarStory”)

Business Acquisition [Line Items]

Summary of Fair Value of Consideration Transferred

The fair value of the consideration transferred was approximately $116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands):

	Fair Value
Cash	$	76,740
Common stock issued (1)		38,811
Fair value of unvested stock options assumed (2)		1,017
Total	$	116,568

(1)The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period.

The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock.

Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands):

	Fair Value
Cash and cash equivalents	$	865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		80,645
Current liabilities		(943	)
Net assets acquired	$	116,568

Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life

The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):

	Fair Value		Weighted Average Useful Life
Developed technology	$	25,700	5
Trademarks		5,200	8
Customer relationships		3,400	8
Total intangible assets subject to amortization	$	34,300