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Business Combination (Tables) | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Acquisition Purchase Price Allocation | The Acquisition purchase price allocation is as follows (in thousands):
|  | Acquisition-date Fair Value |
Cash consideration (1) |  | $ | 164,333 |
Contingent consideration (2) |  |  | 2,200 |
Cash settlement of Acquisition's unvested equity awards (3) |  |  | (5,700 | )
Total consideration |  | $ | 160,833 |
Cash |  | $ | 1,480 |
Accounts receivable |  |  | 11,291 |
Property and equipment |  |  | 1,215 |
Other assets |  |  | 320 |
Identified intangible assets (4) |  |  | 71,900 |
Total assets acquired |  |  | 86,206 |
Accounts payable |  |  | (2,514 | )
Deferred tax liability |  |  | (14,741 | )
Other liabilities |  |  | (4,460 | )
Total liabilities assumed |  |  | (21,715 | )
Net identifiable assets |  |  | 64,491 |
Goodwill |  |  | 96,342 |
Total consideration |  | $ | 160,833 |
(1) | A reconciliation of cash consideration to Payment for Acquisition, net in the Consolidated and Combined Statements of Cash Flows is as follows (in thousands):
Cash consideration |  | $ | 164,333 |
Less: Cash settlement of Acquisition's unvested equity awards (3) |  |  | (5,700 | )
Less: Cash acquired |  |  | (1,480 | )
Payment for Acquisition, net |  | $ | 157,153 |
(2) | As part of the Acquisition, the Company may be required to pay up to an additional $15 million in cash consideration to the former owners. The actual amount to be paid will be based on Dealer Inspire’s future performance related to certain revenue targets to be attained over a three-year performance period. The fair value was estimated utilizing the income approach valuation technique. The contingent consideration liability is recorded in Other noncurrent liabilities in the Consolidated and Combined Balance Sheets.
(3) | In connection with the Acquisition, Dealer Inspire’s unvested equity awards were cash settled. The fair value of these awards was based on the price paid per common share to the owners of the acquired businesses and recognized immediately after the Acquisition as compensation expense in the Company’s Consolidated and Combined Income Statements, as follows: $3.9 million in Product and technology, $1.0 million in Cost of revenues and operations, $0.5 million in Marketing and sales and $0.3 million in General and administrative.
(4) | Information regarding the identifiable intangible assets acquired is as follows:
|  | Acquisition-Date Fair Value (in thousands) |  |  | Weighted-Average Amortization Period (in years)
Acquired software |  | $ | 39,500 |  |  | 4
Customer relationships |  |  | 18,300 |  |  | 4
Trade names |  |  | 14,100 |  |  | 10
Total |  | $ | 71,900 |  |  |
Selected Unaudited Pro Forma Information | Selected unaudited pro forma information for the years ended December 31, 2018 and 2017, respectively, is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2018 |  |  | 2017 |
Revenues |  | $ | 669,798 |  |  | $ | 668,447 |
Net income |  |  | 46,111 |  |  |  | 211,779 |

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