XML 44 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill, Indefinite-lived Intangible Asset and Business Combination - Schedule of Accu -Trade Acquisition purchase price allocation (Details) - USD ($)
$ in Thousands
Mar. 01, 2022
Nov. 05, 2021
Mar. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]        
Identified intangible assets   $ 19,900 $ 15,679  
Goodwill     $ 101,763 $ 26,227
Dealer Inspire And Launch Digital Marketing [Member]        
Business Acquisition [Line Items]        
Cash consideration $ 64,770 29,965 [1]    
Other consideration [2] 5,300      
Cash settlement of CIQ Acquisition's unvested equity awards [3]   9,626    
Contingent consideration 22,505 [4] 23,805 [5]    
Total purchase consideration 92,575 44,144    
Assets acquired 1,595 [6] 193 [7]    
Identified intangible assets 15,679 [8] 19,900 [9]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total 17,274 20,093    
Total liabilities assumed 235 [10] 2,176 [11]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total 17,039 17,917    
Goodwill 75,536 26,227    
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total $ 92,575 $ 44,144    
[1] A reconciliation of cash consideration to Payments for the CIQ Acquisition, net of cash acquired is as follows (in thousands):
[2] 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.
[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] 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.
[5] 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 information. No significant changes in fair value of the contingent consideration have occurred since the CIQ Acquisition.
[6] Assets acquired primarily consists of accounts receivable.
[7] Assets acquired primarily consists of cash and cash equivalents and accounts receivable.
[8] Preliminary information regarding the identifiable intangible assets acquired is as follows:
[9] Preliminary information regarding the identifiable intangible assets acquired is as follows:
[10] Total liabilities assumed primarily consists of accounts payable.
[11] Total liabilities assumed includes accounts payable, deferred income tax liabilities, net and other liabilities.