Goodwill, Indefinite-lived Intangible Asset and Business Combination | NOTE 3. Goodwill, Indefinite-lived Intangible Asset and Business Combination The changes in the carrying amount of goodwill and indefinite-lived intangible asset are as follows (in thousands): December 31, 2021 Additions Impairment March 31, 2022 Goodwill $ 26,227 $ 75,536 $ — $ 101,763 Indefinite-lived intangible asset 390,020 — — 390,020 Business Combinations. The below transactions were accounted for as business combinations. Accu-Trade Acquisition. On March 1, 2022, the Company acquired certain of the assets and assumed certain liabilities of Accu-Trade, LLC; Accu-Trade Canada, LLC; Galves Market Data; and Headstart Logistics, LLC d/b/a/ MADE Logistics (collectively, “Accu-Trade”), which provides dealers with vehicle VIN-specific valuation and appraisal data, instant guaranteed offer capabilities and logistics technology (the “Accu-Trade Acquisition”). The Company expensed as incurred total acquisition costs of $ 1.9 million, of which $ 0.9 million were recorded during the three months ended March 31, 2022. These costs were recorded in General and administrative in the Consolidated Statements of Income. 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 multi-period excess earnings and the relief of royalty methods. These preliminary fair values are subject to change within the one-year measurement period. The Accu-Trade Acquisition purchase price allocation is as follows (in thousands): Preliminary Cash consideration $ 64,770 Other consideration (1) 5,300 Contingent consideration (2) 22,505 Total purchase consideration $ 92,575 Assets acquired (3) $ 1,595 Identified intangible assets (4) 15,679 Total assets acquired 17,274 Total liabilities assumed (5) ( 235 ) Net identifiable assets 17,039 Goodwill 75,536 Total purchase consideration $ 92,575 (1) In connection with the Accu-Trade Acquisition, the Company entered into an agreement to provide one of the former owners with a one-year license to a certain product. The preliminary fair value of the license was determined to be $ 6.5 million, of which the Company received $ 1.2 million in cash upon the close of the Accu-Trade Acquisition. The $ 5.3 million difference between the fair value of $ 6.5 million and the $ 1.2 million in cash was recorded as non-cash consideration and the $ 6.5 million license fee was recorded in Other accrued liabilities as a contract liability on the Consolidated Balance Sheets and will be amortized into Other revenue on the Consolidated Statements of Income over the one-year contract term. The current period revenue related to the non-cash consideration of $ 5.3 million is a non-cash reconciling item titled Amortization of deferred revenue related to Accu-Trade Acquisition on the Consolidated Statements of Cash Flows. (2) As part of the Accu-Trade Acquisition, the Company may be required to pay additional cash and stock consideration to the former owners based on achievement of certain financial targets, which would result in a variable number of shares being issued. The Company has the option to pay consideration in cash or stock. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation based on the following significant inputs: volatility, discount rate and projected financial information. (3) Assets acquired primarily consists of accounts receivable. (4) Preliminary information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Weighted-Average Acquired software $ 12,926 5 Trade name 1,446 10 Customer relationships 1,307 7 Total $ 15,679 (5) Total liabilities assumed primarily consists of accounts payable. Goodwill. In connection with the Accu-Trade Acquisition, the Company recorded goodwill in the amount of $ 75.5 million, which is primarily attributable to sales growth from existing and future technology, product offerings, customers and the value of the acquired assembled workforce. All of the goodwill is considered deductible for income tax purposes. CreditIQ Acquisition. On November 5, 2021, the Company acquired all of the outstanding stock of CreditIQ, Inc. (the “CIQ Acquisition”) a cutting-edge automotive fintech platform that provides instant online loan screening and approvals to facilitate online car buying. Through the CIQ Acquisition, the Company now provides dealers with access to advanced digital financing technology across the CARS platform. The Company expensed as incurred total acquisition costs of $ 1.4 million, of which $ 0.1 million were recorded during the three months ended March 31, 2022. These costs were recorded in General and administrative in the Consolidated Statements of Income. In connection with the CIQ Acquisition, CreditIQ’s unvested equity awards were cash-settled for a total of $ 9.6 million. The fair value of these awards was based on the price paid per common share to the owners of the acquired business and recognized immediately after the CIQ Acquisition in November 2021 as compensation expense in the Company’s Consolidated Statements of Income. Preliminary Purchase Price Allocation. The 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 multi-period excess earnings and the relief of royalty methods. The preliminary fair values of all assets acquired and liabilities assumed are subject to change within the one-year measurement period. The CIQ Acquisition purchase price allocation is as follows (in thousands): Preliminary Cash consideration (1) $ 29,965 Contingent consideration (2) 23,805 Cash settlement of CIQ Acquisition's unvested equity awards (3) ( 9,626 ) Total purchase consideration $ 44,144 Assets acquired (4) $ 193 Identified intangible assets (5) 19,900 Total assets acquired 20,093 Total liabilities assumed (6) ( 2,176 ) Net identifiable assets 17,917 Goodwill 26,227 Total purchase consideration $ 44,144 (1) A reconciliation of cash consideration to Payments for the CIQ Acquisition, net of cash acquired is as follows (in thousands): Cash consideration $ 29,965 Less: Cash settlement of CIQ Acquisition's unvested equity awards (3) ( 9,626 ) Less: Cash acquired ( 81 ) Payments for CIQ Acquisition, net of cash acquired $ 20,258 (2) As part of the CIQ Acquisition, the Company may be required to pay up to an additional $ 50.0 million in cash consideration to the former owners based on two earn-out achievement objectives, including an earnings-related metric and lender market share. The actual amount to be paid will be based on the acquired business’ future performance to be attained over a three-year performance period with a mutually agreed-upon option for a fourth year. The contingent consideration is classified as Level 3 in the fair value hierarchy. The fair value is measured based on a Monte Carlo simulation or a scenario-based method based on the following significant inputs: volatility, discount rate and projected financial i nformation. No significant changes in fair value of the contingent consideration have occurred since the CIQ Acquisition. (3) In connection with the CIQ Acquisition, CreditIQ’s unvested equity awards were cash-settled. The fair value of these awards was $ 9.6 million and was based on the price paid per common share to the owners of the acquired business and recognized immediately after the CIQ Acquisition in November 2021 as compensation expense in General and administrative expense on the Company’s Consolidated Statements of Income. (4) Assets acquired primarily consists of cash and cash equivalents and accounts receivable. (5) Preliminary information regarding the identifiable intangible assets acquired is as follows: Acquisition-Date Weighted-Average Trade name $ 900 10 Acquired software 19,000 5 Total $ 19,900 (6) Total liabilities assumed includes accounts payable, deferred income tax liabilities, net and other liabilities. Goodwill. In connection with the CIQ Acquisition, the Company recorded goodwill in the amount of $ 26.2 million, which is primarily attributable to sales growth from existing and future technology, product offerings, customers and the value of the acquired assembled workforce. None of the goodwill is considered deductible for income tax purposes. |