Business Combination (Tables)

12 Months Ended

Dec. 31, 2018

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