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Business Combinations
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combinations

Note 3. Business Combinations

 

DealerClub Acquisition. In January 2025, the Company acquired all of the outstanding stock of DealerClub Inc. ("DealerClub"), an emerging dealer-to-dealer digital wholesale auction platform that facilitates transparent and efficient transactions between automotive dealers (the "DealerClub Acquisition"). The total purchase consideration was $25.3 million. The Company expensed as incurred total acquisition costs of $0.2 million during the year ended December 31, 2025. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income.

 

As part of the DealerClub Acquisition, the Company may be required to pay additional performance-based consideration of up to $88.0 million, which may be paid in cash, or stock if mutually agreed upon. This potential performance-based consideration is not included in the total purchase consideration and will be deemed compensation expense. The amount to be paid will be determined by DealerClub's future achievement of certain revenue-related financial targets through December 31, 2028, and will be expensed over the relevant performance periods.

 

Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s final 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 replacement cost method. The DealerClub Acquisition purchase price allocation is as follows (in thousands):

 

 

 

Acquisition Date
Fair Value

 

Total purchase consideration

 

$

25,331

 

 

 

 

 

Cash and cash equivalents (1)

 

$

562

 

Other assets acquired (1)(2)

 

 

961

 

Identified intangible assets (3)

 

 

2,700

 

     Total assets acquired

 

 

4,223

 

Total liabilities assumed (4)

 

 

(872

)

Net identifiable assets

 

 

3,351

 

Goodwill

 

 

21,980

 

Total purchase consideration

 

$

25,331

 

 

(1)
During the three months ended June 30, 2025, the Company recorded a $0.3 million purchase accounting adjustment.
(2)
Other assets acquired primarily consists of deferred income tax assets and other receivables.
(3)
Identified intangible assets consists of acquired software with an amortization period of five years.
(4)
Liabilities assumed primarily consists of other accrued liabilities.

 

A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the DealerClub Acquisition in the Consolidated Statements of Cash Flows is as follows (in thousands):

 

Cash consideration

 

$

25,331

 

Less: Cash acquired (1)

 

 

(562

)

Total payment for DealerClub Acquisition, net

 

$

24,769

 

 

(1)
During the three months ended June 30, 2025, the Company recorded a $0.3 million purchase accounting adjustment.

 

Goodwill. In connection with the DealerClub Acquisition, the Company recorded goodwill in the amount of $22.0 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes.

The DealerClub Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for years ended December 31, 2024 and 2023.

 

D2C Media Acquisition. On November 1, 2023, the Company acquired all of the outstanding stock of D2C Media Inc. and EZResults Inc. (collectively, the "D2C Media Acquisition"), a leading provider of website and digital advertising solutions in Canada for $80.1 million total purchase consideration. The Company expensed as incurred total acquisition costs of $1.4 million during the year ended December 31, 2023. These costs were recorded in General and administrative expenses in the Consolidated Statements of Income.

As part of the D2C Media Acquisition, the Company was required to pay a cumulative cash earnout of CAD$34.1 million, of which CAD$15.0 million (approximately USD$10.9 million), CAD$15.0 million (approximately USD$10.8 million) and CAD$4.1 million (approximately USD$3.0 million) was expensed during the years ending December 31, 2025, 2024 and 2023, respectively. The payment was not included in the total purchase consideration and was deemed compensation expense, as the cash compensation was to former equity holders who became employees and would have been forfeited if employment was terminated prior to the end of the earnout period. The amount to be paid was determined by the acquired business’ achievement of certain revenue-related financial targets through December 31, 2025 and expensed over each performance period.

Purchase Price Allocation. The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were determined based on management’s final 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 D2C Media Acquisition purchase price allocation is as follows (in thousands):

 

 

 

Acquisition-date
Fair Value

 

Total purchase consideration (1)

 

$

80,056

 

 

 

 

 

Cash and cash equivalents

 

$

3,673

 

Accounts receivable

 

 

4,640

 

Other assets acquired (2)

 

 

1,378

 

Identified intangible assets (3)

 

 

38,967

 

     Total assets acquired

 

 

48,658

 

Accounts payable and accrued liabilities

 

 

(1,698

)

Other liabilities assumed (1) (4)

 

 

(628

)

Deferred tax liabilities, net (1)

 

 

(8,230

)

     Total liabilities assumed

 

 

(10,556

)

Net identifiable assets

 

 

38,102

 

Goodwill (1)

 

 

41,954

 

Total purchase consideration

 

$

80,056

 
(1)
During the year ended December 31, 2024, the Company recorded a $0.3 million purchase accounting adjustment, $0.2 million of which is reflected in Payments for acquisitions, net of cash acquired in the Consolidated Statements of Cash Flows.
(2)
Other assets acquired primarily consists of property and equipment, operating lease right of use assets and other prepaid expenses.
(3)
Information regarding the identifiable intangible assets acquired is as follows:

 

 

 

Acquisition-Date
Fair Value
(in thousands)

 

 

Amortization Period
(in years)

Customer relationships

 

$

29,153

 

 

14

Acquired software

 

 

9,092

 

 

5

Trade name

 

 

722

 

 

5

Total

 

$

38,967

 

 

 

(4)
Other liabilities assumed primarily consists of operating lease right of use liabilities and income taxes payable.

 

A reconciliation of cash consideration to Payments for acquisitions, net of cash acquired related to the D2C Media Acquisition in the Consolidated Statements of Cash Flows as of December 31, 2023 is as follows (in thousands):

 

Cash consideration

 

$

79,841

 

Less: Cash acquired

 

 

(3,673

)

Total payment for D2C Media, net

 

$

76,168

 

 

Goodwill. In connection with the D2C Media Acquisition, the Company recorded goodwill in the amount of $42.0 million, which is primarily attributable to expected sales growth from existing and future customers, product offerings, technology and the value of the acquired assembled workforce. All of the goodwill is considered non-deductible for income tax purposes.

 

The D2C Media Acquisition would have had an immaterial impact on the Company’s Consolidated Financial Statements for the period January 1, 2023 to October 31, 2023.