Acquisitions (Tables)

9 Months Ended

Sep. 30, 2019

Summary of Preliminary Purchase Price Allocation

. 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.