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Acquisitions
 9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

 

On January 8, 2019, the Company, through CarGurus UK Limited, a company incorporated in England & Wales and a wholly owned subsidiary of CarGurus Ireland Limited, a company incorporated in Ireland and a wholly owned subsidiary of the Company (the “Purchaser”), completed its acquisition of PistonHeads, a UK-based automotive website (“PistonHeads”), by acquiring the entire issued share capital of Haymarket New4 Ltd., a company incorporated in England & Wales and now known as PistonHeads Holdco Limited (“NewCo”), from Haymarket Media Group Ltd., a company incorporated in England & Wales (the “Seller”), on the terms and subject to the conditions set forth in the Put and Call Option Agreement dated December 3, 2018, by and among the Purchaser, the Seller and Haymarket Group Limited, a company incorporated in England & Wales. The PistonHeads website hosts used car classifieds, articles and forums.  The Purchaser paid an aggregate of 15,000 GBP, or approximately $19,139, to acquire the business, inclusive of 1,000 GBP, or approximately $1,276, being held in escrow to secure post-closing claims, subject to the terms and conditions of an escrow agreement between the Purchaser and the Seller. Upon completion of the acquisition, NewCo became a wholly owned subsidiary of the Purchaser.  The business combination is intended to expand the Company’s consumer audience in the UK. As of September 30, 2019, the Company has incurred total acquisition-related costs of $747 related to the transaction.

 

The acquisition has been accounted for as a business combination under the acquisition method and, accordingly, the total purchase price is allocated to the intangible assets and goodwill. Acquired tangible assets and assumed liabilities are immaterial. The following table presents the preliminary purchase price allocation recorded in the Company's Unaudited Condensed Consolidated Balance Sheet as of the acquisition date, which is subject to finalization due to tax treatment for acquired intangible assets:

 

 

 

Estimated Fair

Value at Date

of Acquisition

 

 

Adjustment

 

 

Adjusted Fair

Value at Date

of Acquisition

 

Intangible assets (1)

 

$

4,466

 

 

$

—

 

 

$

4,466

 

Goodwill (2)

 

 

15,521

 

 

 

(655

)

 

 

14,866

 

Deferred tax liabilities (3)

 

 

(848

)

 

 

655

 

 

 

(193

)

Total purchase price

 

$

19,139

 

 

$

—

 

 

$

19,139

 

 

 

(1)

Identifiable definite-lived intangible assets were comprised of brand and customer relationships of $3,445 and $1,021, respectively, with estimated useful lives of 11 years and 3 years, respectively, which will be amortized on a straight-line basis over their estimated useful lives.

 

 

(2)

The goodwill represents the excess value of the purchase price over intangible assets acquired. The goodwill in this transaction is primarily attributable to future customer growth in the UK market as a result of acquiring an established platform and applying the Company’s technology to help improve the website experience on such platform; thus, helping to drive additional traffic to the PistonHeads website in the future. All goodwill is assigned to the International segment. The acquisition of PistonHeads was a stock acquisition and goodwill is not deductible for tax purposes.

 

 

(3)

The deferred tax liability corresponds to the acquired intangible assets which do not have tax basis. As the Company continued to refine its purchasing price accounting, it determined to reduce the deferred tax liability which resulted in an adjustment to goodwill.

 

Actual and pro forma results for this acquisition have not been presented as the financial impact to the Company’s Unaudited Condensed Consolidated Financial Statements is not material.