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Acquisition (Tables) | 3 Months Ended
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Mar. 31, 2022
UACC |
Business Acquisition [Line Items] |
Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date (in thousands):
|  | Fair Value |
Cash and cash equivalents |  | $ | 5,294 |
Restricted cash |  |  | 42,631 |
Finance receivables at fair value |  |  | 296,927 |
Finance receivables, held for sale |  |  | 263,393 |
Intangible assets |  |  | 156,000 |
Goodwill |  |  | 42,886 |
Other assets |  |  | 26,640 |
Total assets acquired |  | $ | 833,771 |
Warehouse credit facilities |  |  | (178,067 | )
Long term debt |  |  | (285,704 | )
Deferred tax liability |  |  | (23,855 | )
Other liabilities |  |  | (30,026 | )
Total liabilities assumed |  | $ | (517,652 | )
Net assets acquired |  | $ | 316,119 |
Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life | The following table summarizes the identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):
|  | Fair Value |  |  | Weighted Average Useful Life
Purchased technology |  | $ | 83,000 |  |  | 7
Customer relationships |  |  | 66,000 |  |  | 8
Trade name |  |  | 7,000 |  |  | 10
|  | $ | 156,000 |  |  |
Summary of Pro Forma Information | The pro forma information for three months ended March 31, 2022 and 2021 is as follows:
|  | Three months ended March 31, |
|  | 2022 |  |  | 2021 |
Total revenue |  | $ | 939,246 |  |  | $ | 631,494 |
Net loss |  | $ | (322,650 | ) |  | $ | (44,383 | )
Vast Holdings, Inc. (“d/b/a CarStory”) |
Business Acquisition [Line Items] |
Summary of Fair Value of Consideration Transferred | The fair value of the consideration transferred was approximately $116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands):
|  | Fair Value |
Cash |  | $ | 76,740 |
Common stock issued (1) |  |  | 38,811 |
Fair value of unvested stock options assumed (2) |  |  | 1,017 |
Total |  | $ | 116,568 |
(1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period. The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock.
Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands):
|  | Fair Value |
Cash and cash equivalents |  | $ | 865 |
Accounts receivable, prepaid expenses and other current assets |  |  | 1,330 |
Property and equipment and other assets |  |  | 371 |
Intangible Assets |  |  | 34,300 |
Goodwill |  |  | 80,645 |
Current liabilities |  |  | (943 | )
Net assets acquired |  | $ | 116,568 |
Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life | The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):
|  | Fair Value |  | Weighted Average Useful Life
Developed technology |  | $ | 25,700 |  | 5
Trademarks |  |  | 5,200 |  | 8
Customer relationships |  |  | 3,400 |  | 8
Total intangible assets subject to amortization |  | $ | 34,300 |  |

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