DealerClub Acquisition. In January 2025, the Company acquired all of the outstanding stock of DealerClub Inc. ("DealerClub"), an emerging dealer-to-dealer digital wholesale auction platform that facilitates transparent and efficient transactions between automotive dealers (the "DealerClub Acquisition"). The total purchase consideration was $25.3 million. The Company expensed as incurred total acquisition costs of $0.2 million during the three months ended March 31, 2025. These costs were recorded in General and administrative expenses in the Consolidated Statements of (Loss) Income.

As part of the DealerClub Acquisition, the Company may be required to pay additional performance-based consideration of up to $88.0 million, which may be paid in cash, or stock if mutually agreed upon. This potential performance-based consideration is not included in the total purchase consideration and will be deemed compensation expense. The amount to be paid will be determined by DealerClub's future achievement of certain revenue-related financial targets through December 31, 2028, and will be expensed over the relevant performance periods.

Preliminary Purchase Price Allocation. The preliminary fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s estimates and assumptions, as well as other information compiled by management, including third-party valuations that utilize customary valuation procedures and techniques, such as the replacement cost method. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period as the Company finalizes the valuation of the assets and liabilities of the acquired business. The preliminary DealerClub Acquisition purchase price allocation is as follows (in thousands):


	Preliminary Acquisition Date Fair Value
Total purchase consideration	$	25,331

Cash and cash equivalents	$	909
Other assets acquired (1)		614
Identified intangible assets (2)		2,700
Total assets acquired		4,223
Total liabilities assumed (3)		(872	)
Net identifiable assets		3,351
Goodwill		21,980
Total purchase consideration	$	25,331

(1)

Other assets acquired primarily consists of deferred income tax assets and other receivables.

(2)

Identified intangible assets consists of acquired software with an amortization period of five years.

(3)

Liabilities assumed primarily consists of other accrued liabilities.


Cash consideration	$	25,331
Less: Cash acquired		(909	)
Total payment for DealerClub Acquisition, net	$	24,422

Goodwill. In connection with the DealerClub Acquisition, the Company recorded goodwill in the amount of $22.0 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes.

The DealerClub Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the three months ended March 31, 2024.