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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2015
Autoweb [Member]  
Fair value of consideration transferred

    (in thousands)  
Series B Preferred Stock   $ 20,989  
Series B Preferred warrants to purchase 148,240 shares of Series B Preferred Stock     2,542  
Cash     279  
Fair value of prior ownership in AutoWeb     4,016  
    $ 27,826  

Fair value of assets and liabilities assumed

    (in thousands)  
Net identifiable assets acquired:        
Total tangible assets acquired   $ 4,456  
Total liabilities assumed     543  
Net identifiable assets acquired     3,913  
         
Definite-lived intangible assets acquired     17,690  
Goodwill     5,954  
    $ 27,557  

Acquired intangible assets

 

 

 

Valuation Method

 

Estimated

Fair Value

   

Estimated

Useful Life (1)

 
      (in thousands)     (years)  
               
Customer relationships Excess of earnings (2)   $ 7,470       4  
Trademark/trade names Relief from Royalty (3)     2,600       6  
Developed technology Excess of earnings (4)     7,620       7  
     Total purchased intangible assets     $ 17,690          
   

 

(1)  

Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from such intangible asset. Amortization of intangible assets with definite lives is recognized over the shorter of the respective life of the agreement or the period of time the assets are expected to contribute to future cash flows.

 

 
(2)

The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships.

 

 
(3)

The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and isn’t required to pay a third party a license fee for its use.

 

 
(4)

The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The method takes into account technological and economic obsolescence of the technology.

 

 

 

Unaudited pro forma consolidated results of operations
  

Twelve Months

Ended

December 31, 2015

 

Twelve Months

Ended

December 31, 2014

   (in thousands)
Unaudited pro forma consolidated results:      
Revenues  $146,649   $158,564 
Net income  $4,839   $7,557 
Dealix/Autotegrity [Member]  
Fair value of assets and liabilities assumed

    (in thousands)  
Net identifiable assets acquired:        
Total tangible assets acquired   $ 9,664  
Total liabilities assumed     2,488  
Net identifiable assets acquired     7,176  
         
Definite-lived intangible assets acquired     7,655  
Indefinite-lived intangible assets acquired     2,200  
Goodwill     7,440  
    $ 24,471  

Acquired intangible assets

 

 

 

Valuation Method

 

Estimated

Fair Value

   

Estimated

Useful Life (1)

 
      (in thousands)     (years)  
               
Customer relationships Excess of earnings (2)    $ 7,020       10  
Trademark/trade names – Autotegrity Relief from Royalty (3)     120       3  
Trademark/trade names – UsedCars.com Relief from Royalty (3)     2,200       Indefinite  
Developed technology Cost Approach (4)     515       3  
     Total purchased intangible assets     $ 9,855          

 

(1)  

Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from such intangible asset. Amortization of intangible assets with definite lives is recognized over the shorter of the respective life of the agreement or the period of time the assets are expected to contribute to future cash flows.

 

 
(2)

The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships.

 

 
(3)

The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and isn’t required to pay a third party a license fee for its use.

 

 
(4)

The cost approach estimates the cost required to repurchase or reproduce the intangible assets. The method takes into account technological and economic obsolescence of the technology.

 

 
   

 

Unaudited pro forma consolidated results of operations
  

Twelve Months

Ended

December 31, 2015

 

Twelve Months

Ended

December 31, 2014

   (in thousands)
Unaudited pro forma consolidated results:      
Revenues  $146,649   $158,564 
Net income  $4,839   $7,557 
Auto USA [Member]  
Fair value of consideration transferred
    (in thousands)  
Cash (including a working capital adjustment of $44)   $ 10,044  
Convertible subordinated promissory note     1,300  
Warrant to purchase $1.0 million of Company common stock     510  
    $ 11,854  
Fair value of assets and liabilities assumed
    (in thousands)  
Net identifiable assets acquired   $ 758  
Long-lived intangible assets acquired     3,660  
Goodwill     7,346  
    $ 11,764  
Acquired intangible assets

 

 

 

Valuation Method

 

Estimated

Fair Value

   

Estimated

Useful Life (1)

 
      (in thousands)     (years)  
               
Customer relationships Excess of earnings(2)   $ 2,660       5  
Trademark/trade names Relief from Royalty(3)     1,000       5  
     Total purchased intangible assets     $ 3,660          

 

(1)  

Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from such intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.  

(2)

The excess of earnings method estimates a purchased intangible asset's value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships. 

(3) The relief from royalty method is an earnings approach which assesses the royalty savings an entity realizes since it owns the asset and isn’t required to pay a third party a license fee for its use.

 

Advanced Mobile [Member]  
Fair value of consideration transferred
    (in thousands)  
       
Cash (including working capital adjustment of $70)   $ 2,570  
Contingent consideration     825  
    $ 3,395  
Fair value of assets and liabilities assumed
    (in thousands)  
       
Net identifiable assets acquired   $ 90  
Definite-lived intangible assets acquired     1,270  
Goodwill     1,925  
Net assets acquired   $ 3,285  
Acquired intangible assets
 

 

Valuation Method

 

Estimated

Fair Value

   

Estimated

Useful Life (1)

 
      (in thousands)     (years)  
               
Customer relationships Excess of earnings (2)   $ 450       2  
Developed technology Excess of earnings (2)     820       5  
     Total purchased intangible assets     $ 1,270          

 

(1)

 

Determination of the estimated useful lives of the individual categories of purchased intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from such intangible asset. Amortization of intangible assets with definite lives are recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.

 

(2) The excess of earnings method estimates a purchased intangible asset’s value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or relationships.