XML 50 R39.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisitions - Summary of Preliminary Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Sep. 30, 2021
Jan. 14, 2021
Dec. 31, 2020
Business Acquisition [Line Items]      
Goodwill $ 155,707   $ 29,129
Car Offer      
Business Acquisition [Line Items]      
Cash and cash equivalents   $ 5,237  
Accounts receivable   16,119  
Inventory   2,338  
Prepaid expenses, prepaid income taxes and other current assets   95  
Property and equipment, net   198  
Intangible assets [1]   104,100  
Goodwill [2]   127,500  
Operating lease right-of-use assets   709  
Accounts payable   (8,888)  
Accrued expenses, accrued income taxes, and other current liabilities   (15,513)  
Operating lease liabilities - current   (230)  
Operating lease liabilities - non-current   (479)  
Redeemable noncontrolling interest [3]   (58,031)  
Total consideration transferred   $ 173,155  
[1] Identifiable definite-lived intangible assets were comprised of developed technology, brand, and customer relationships of $63,000, $23,100, and $18,000, respectively, with estimated useful lives of 3 years, 11 years, and 3 years, respectively, which will be amortized on a straight-line basis over their estimated useful lives. The fair value of the developed technology has been estimated using the multi-period excess earnings method which is a variation of the income approach. The fair value of the brand and customer relationships has been estimated using the relief from royalty method and the with/without approach, respectively.
[2] Goodwill represents the excess value of the purchase price over net assets acquired, primarily attributable to adding wholesale vehicle acquisition and selling capabilities to CarGurus’ portfolio of dealer offerings. All goodwill is assigned to the United States reporting segment. For tax purposes, $28,991 of the goodwill is deductible under IRC Section 197 upon finalization of the transaction cost study. In connection with the transaction, the Company accelerated certain stock options deemed to be outside of consideration transferred. Therefore, the Company recognized an additional $1,229 of stock-based compensation expense during the nine months ended September 30, 2021.
[3] The fair value of the redeemable noncontrolling interest has been estimated using the Least Square Monte Carlo Simulation approach. Significant inputs include market price of risk, volatility, correlation and risk-free rate.