XML 19 R11.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Business Combination
6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Business Combination

3. Business Combination

On May 16, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The company has established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company has acquired substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer car sharing business and certain of the Seller’s liabilities (the “Assumed Liabilities”), as such terms are defined in the Asset Purchase Agreement, for an aggregate purchase price of $8.13 million, comprised of cash and certain credits for the Assumed Liabilities in this transaction ("the 2023 Business Combination").

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands):

Consideration:

 

 

 

Cash (net of cash acquired)

 

$

7,826

 

 

 

 

 

Assets acquired and liabilities assumed:

 

 

 

Current assets (excluding cash)

 

$

1,232

 

Intangible assets

 

 

9,380

 

Assumed current liabilities

 

 

(3,604

)

Net assets acquired

 

 

7,008

 

Goodwill

 

 

818

 

Net assets acquired

 

$

7,826

 

 

The fair value of the identifiable intangible assets acquired include the following (in thousands):

 

Fair Value

 

 

Estimated useful life

Customer relationships - car renters

 

$

6,720

 

 

1.4

Customer relationships - car owners

 

 

2,090

 

 

2.6

Developed technology

 

 

490

 

 

0.6

Tradename

 

 

80

 

 

0.6

All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition.

Pro Forma Financial Information (Unaudited)

 

The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2023. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company.

 

 

Three months ended June 30, 2023

 

 

Six months ended June 30, 2023

 

Total revenue

 

$

23,554

 

 

$

45,117

 

Net loss

 

$

(33,968

)

 

$

(61,935

)