Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of assets acquired and liabilities assumed

In conjunction with the acquisition of Energica, the Company remeasured the 20.0% previously accounted for as an equity method investment. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous equity investment by stepping up the value of the 20.0% equity ownership to reflect the proceeds paid to gain control of Energica. This remeasurement resulted in a gain of $11.0 million recorded in the year ended December 31, 2022, this was recorded in Gain on remeasurement of investment, in our consolidated statement of operations.

The fair value of the 27.6% non-controlling interest in Energica is estimated to be $24.8 million. The fair value measurement is based on significant inputs to include discounted cash flow analyses that are not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The Company determined the enterprise value using external specialists in support of the preliminary purchase price allocation referenced in the table below. The Company used this enterprise value to remeasure the previous non-controlling interest by stepping up the value of the non-controlling interest less a discount for lack of marketability. The discount for the lack of marketability was calculated by external specialists using a Finnerty model.

(Dollars in thousands)
Cash paid at closing	$	58,140
Fair value of previously held interest	22,183
Fair value of non-controlling interest	24,778
Purchase price	$	105,101
Allocated to:
Current assets	$	19,708
Property and equipment, net	1,927
Intangible assets –Customer relationships	14,226
Intangible assets – Development technology	18,603
Intangible assets – Trademark and trade name	14,496
Goodwill	60,394
Other assets	1,024
Current liabilities	(16,894)
Other liabilities	(8,383)
Fair value of assets acquired, less liabilities assumed	$	105,101

The table below reflects the Company’s estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands):

	Solectrac		US Hybrid		Timios		WAVE
Purchase Price
Cash paid at closing, including working capital estimates	$	18,025	$	30,139	$	46,576	$	15,000
Fair value of previously held interest	5,287		—
Fair value of common stock	—		20,877		—		28,616
Fair value of contingent consideration	1,640		—		—		11,418
Total purchase consideration	24,952		51,016		46,576		55,034
Purchase Price Allocation
Assets acquired
Current assets	2,700		3,793		7,292		2,820
Property, plant and equipment	30		5		429		—
Other assets	45		52		48		—
Intangible assets – tradename	4,210		1,740		8,426		12,630
Intangible assets – lender relationships	—		—		16,600		—
Intangible assets - technology	2,350		5,110
Intangible assets – patents	—		—		—		13,000
Intangible assets - non-compete	—		520		—		—
Intangible assets – licenses	—		—		1,000		—
Indefinite lived title plant	—		—		500		—
Goodwill	17,714		42,218		21,824		35,689
Total assets acquired	27,049		53,438		56,119		64,139
Liabilities assumed:
Current liabilities	(509)		(1,602)		(4,306)		(4,578)
Deferred tax liability	(1,588)		(820)		(5,237)		(4,527)
Total liabilities assumed	(2,097)		(2,422)		(9,543)		(9,105)
Net assets acquired	$	24,952	$	51,016	$	46,576	$	55,034

Schedule of useful lives of the intangible assets acquired

The useful lives of the intangible assets acquired is as follows:

	Energica
Intangible assets – customer relationships	13.0
Intangible assets – development technology	8.0
Intangible assets – trademark and tradename	25.0
Weighted average	14.7

The table below represents the useful lives for the remaining intangibles assets related to the 2021 Acquisitions:

	Timios
Intangible assets – tradename	13
Intangible assets – lender relationships	5
Intangible assets – licenses	13
Weighted average useful life	11.1

Schedule of amortization expense

The estimated amortization expense related to these intangible assets for each of the years subsequent to December 31, 2022, is as follows (amounts in thousands):

2023 remaining	4,000
2024	4,000
2025	4,000
2026	4,000
2027	4,000
2028 and beyond	24,145
Total	44,145

The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to December 31, 2022 is as follows (amounts in thousands):

2023 remaining	$	933
2024	933
2025	933
2026	933
2027	933
2028 and beyond	3,974
Total	$	8,639

The following table summarizes future expected amortization expense (in thousands):

Years ending December 31,	Amortization to be recognized
2023	$	4,889
2024	4,875
2025	4,875
2026	4,833
2027	4,722
2028 and thereafter	28,049
Total	$	52,243