Acquisitions

3 Months Ended

Mar. 31, 2024

The Company completed three business acquisitions during the three months ended March 31, 2024. These acquisitions were accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the respective acquisition dates. Purchase price allocations related to these acquisitions are subject to adjustments as they are finalized over the 12 month measurement period from the respective acquisition dates. Goodwill acquired in connection with these acquisitions will be deductible for tax purposes in the United States and will be amortized on a straight-line basis over 15 years.

Alliance Auto Auctions

On January 30, 2024, the Company completed its acquisition of all of the ownership interests of Alliance Auto Auctions for estimated cash consideration of $66.4 million and 639,976 common shares of the Company's Class A common stock. The fair value of the consideration shares of $8.6 million was determined based upon the closing market price of the Company's Class A common shares on January 30, 2024.

The aggregate purchase price for the Alliance Auto Auctions acquisition was preliminarily allocated to the assets and liabilities assumed as follows (in thousands):


Assets Acquired
Cash and cash equivalents	$	2,465
Trade receivables	14,855
Finance receivables	—
Other current assets	815
Property & equipment, net	892
Goodwill & intangibles	72,424
Other assets	8,305
Total assets acquired	$	99,756
Liabilities Assumed
Accounts payable	$	14,945
Accrued payroll	381
Accrued other liabilities	2,012
Deferred revenue	60
Other long-term liabilities	7,362
Total liabilities assumed	24,760
Net assets acquired	$	74,996

Alliance Auto Auctions offers wholesale car auction services, and enabled the Company to expand its range of offerings to dealers and commercial partners.

March 8, 2024 Acquisition

On March 8, 2024, the Company completed its acquisition of all of the ownership interests of a business (“the March 8, 2024 acquisition”) for estimated cash consideration of $26.7 million. The aggregate purchase price was preliminarily allocated to $8.1 million of goodwill, $13.0 million of intangible assets, and $5.6 million of net assets assumed. The business acquired in the March 8, 2024 acquisition offers wholesale and commercial car auction and reconditioning services and enabled the Company to expand its range of offerings to dealers and commercial partners.

March 13, 2024 Acquisition

On March 13, 2024, the Company completed its acquisition of all of the ownership interests of a business ("the March 13, 2024 acquisition") for estimated cash consideration of $19.1 million. The aggregate purchase price was

preliminarily allocated to $18.7 million of goodwill, $1.0 million of intangible assets, and $0.6 million of net liabilities assumed. The business acquired in the March 13, 2024 acquisition offers wholesale car auction services.