The Company strategically acquires companies and assets to increase its footprint and offer products and services that diversify its existing offerings, primarily through asset purchase agreements. These acquisitions are accounted for as business combinations using the acquisition method, whereby the purchase price is allocated to the assets acquired and liabilities assumed, based on their fair values as of the date of the acquisition with the remaining amount recorded in goodwill.

The Company completed five acquisitions in the Maintenance segment during the nine months ended September 30, 2023, representing five sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $8 million.

The Company completed three acquisitions in the Car Wash segment during the nine months ended September 30, 2023, representing four sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $15 million.

The Company completed two acquisitions in the Paint, Collision & Glass segment during the nine months ended September 30, 2023, representing two sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $6 million.

The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The provisional amounts for assets acquired and liabilities assumed for the 2023 acquisitions are as follows:


(in thousands)	Maintenance
Assets:
Operating lease right-of-use assets	$	2,678
Property and equipment, net	3,805
Goodwill	3,759
Deferred tax asset	10
Assets acquired	10,252
Liabilities:
Accrued expenses and other liabilities	179
Operating lease liabilities	2,476
Total liabilities assumed	2,655
Cash consideration, net of cash acquired	7,206
Deferred consideration	390
Total consideration, net of cash acquired	$	7,596


(in thousands)	Car Wash
Assets:
Operating lease right-of-use assets	$	1,249
Property and equipment, net	11,181
Goodwill	4,125
Assets acquired	16,555
Liabilities:
Accrued expenses and other liabilities	11
Deferred tax liability	6
Operating lease liabilities	1,220

Total liabilities assumed	1,237
Cash consideration, net of cash acquired	15,293
Deferred consideration	25
Total consideration, net of cash acquired	$	15,318


(in thousands)	Paint, Collision & Glass
Assets:

Inventory	$	35
Property and equipment, net	667
Goodwill	4,889
Deferred tax asset	51
Assets acquired	5,642




Cash consideration, net of cash acquired	4,947
Deferred consideration	695
Total consideration, net of cash acquired	$	5,642

Goodwill represents the excess of the consideration paid over the fair value of net assets acquired and includes the expected benefit of synergies within the existing segments and intangible assets that do not qualify for separate recognition. Goodwill,

which was allocated to the Car Wash, Maintenance, and Paint, Collision & Glass segments, is substantially all deductible for income tax purposes.

Deferred consideration is typically paid six months to one-year after the acquisition closing date once all conditions under the purchase agreement have been satisfied.


	Nine Months Ended
(in thousands)	September 30, 2023		September 24, 2022
Deferred consideration at beginning of period	$	35,007	$	16,000
Change in accrual	1,600		31,470
Payments	(27,332)		(15,291)
Deferred consideration at end of period	$	9,275	$	32,179

The Company incurred less than $1 million and approximately $1 million of transaction costs during the three months ended September 30, 2023 and September 24, 2022, respectively. The Company incurred less than $1 million and approximately $4 million of transaction costs during the nine months ended September 30, 2023 and September 24, 2022, respectively.

On March 16, 2022, the Company disposed of its 75% owned subsidiary, IMO Denmark ApS, for consideration of $2 million. As a result of the sale, a $1 million loss was recognized within selling, general, and administrative expenses during the nine months ended September 24, 2022. Also, a noncontrolling interest of less than $1 million was derecognized. The Company allocated less than $1 million of goodwill as part of the sale.