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Acquisitions

12 Months Ended

Dec. 31, 2019

3. Acquisitions

On January 8, 2019, the Company, through CarGurus U.K. 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 U.K.-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 user 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 among the escrow agents, the Purchaser and the Seller. Upon completion of the acquisition, NewCo became a wholly owned subsidiary of the Purchaser. The business combination was intended to expand the Company’s consumer audience in the U.K. As of December 31, 2019, the Company has incurred total acquisition-related costs of $779 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 purchase price allocation recorded in the Company's consolidated balance sheet as of the acquisition date, which was finalized as of December 31, 2019:

	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 U.K. 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 as a result, 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 evaluated its purchasing price accounting, it determined to reduce the deferred tax liability which resulted in an adjustment to goodwill, which was recorded during the second quarter of 2019.

Actual and pro forma results for this acquisition have not been presented as the financial impact to the Company’s consolidated financial statements is not material.