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ACQUISITION
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
ACQUISITION ACQUISITION
On November 26, 2024, the Company acquired auto services platform RepairPal, Inc. (“RepairPal”). The key purpose underlying the Company’s acquisition of RepairPal was to accelerate its efforts in Services categories by expanding its offerings in the auto services advertising vertical.
In connection with the acquisition, all outstanding capital stock, options and warrants to purchase capital stock of RepairPal were converted into the right to receive an aggregate of $80.0 million in cash, subject to customary post-closing adjustments based on net working capital, indebtedness and third-party expenses. The preliminary total purchase consideration was $81.2 million and reflected a $1.2 million adjustment from the contractual purchase price. Of the total amount of consideration, the following amounts were initially held back to secure the Company’s right of indemnity under the Agreement and Plan of Merger: (1) $8.0 million, for a 15-month period after closing (the “general holdback”); (2) $2.0 million, for a 24-month period after closing (the “tax holdback”); and (3) $3.5 million, until 30 days following the final, non-appealable resolution of certain
legal matters (the “indemnity holdback”). The Company recorded the $13.5 million of holdbacks in other long-term liabilities on the condensed consolidated balance sheets as of December 31, 2024, of which $10.3 million was reclassified to accounts payable and accrued liabilities as of September 30, 2025.
The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, “Business Combinations,” with the results of RepairPal’s operations included in the Company’s condensed consolidated financial statements from November 26, 2024. The Company allocated the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. During the nine months ended September 30, 2025, the Company recorded measurement period adjustments to the purchase price allocation, which primarily resulted in a $1.2 million reduction in the general holdback, bringing the total purchase consideration to $80.0 million, as well as a $0.7 million decrease in accounts receivable, a $0.1 million increase in other assets, a $0.5 million increase in accounts payable and accrued liabilities, a $0.9 million decrease in deferred tax liability and a $0.9 million net decrease in goodwill. The Company’s allocation of the purchase price is preliminary as the fair value of net assets acquired are still being finalized. Any material measurement period adjustments will be recorded in the period in which the adjustment is identified.
The updated preliminary purchase price allocation, subject to finalization during the measurement period, is as follows (in thousands):
November 26, 2024
Fair value of purchase consideration:
Cash:
Distributed to RepairPal stockholders$63,935 
Paid on behalf of RepairPal stockholders3,812 
Holdbacks12,294 
Total purchase consideration$80,041 
Fair value of net assets acquired:
Cash and cash equivalents$1,565 
Accounts receivable3,057 
Intangibles53,600 
Goodwill28,825 
Other assets620 
Total assets acquired87,667 
Accounts payable and accrued liabilities(3,816)
Deferred tax liability(3,767)
Other liabilities(43)
Total liabilities assumed(7,626)
Net assets acquired$80,041 
The amounts assigned to each class of intangible assets acquired and their estimated useful lives are as follows:
Intangible Asset TypeAmount AssignedUseful Life
Business relationships$36,000 8.8 years
Developed technology14,600 4.5 years
Trademarks3,000 11.0 years
Weighted average7.7 years
The Company estimated the fair value of intangible assets acquired using an income approach. Significant assumptions used include forecasted revenue and expenses, customer attrition rate, royalty rates and discount rates. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement within the fair value hierarchy. The intangible assets are amortized on a straight-line basis, which reflects the pattern in which the economic benefits of the intangible assets are being utilized. The goodwill results from expected synergies between the Company and RepairPal. None of the goodwill is deductible for tax purposes.
For the nine months ended September 30, 2025, the Company recorded acquisition and integration costs of approximately $0.5 million, which were included in general and administrative expenses in the accompanying condensed consolidated statements of operations.
The Company has not presented the supplemental pro forma information for revenue and earnings related to the acquisition, as the acquisition is not material to the Company’s consolidated financial statements during the periods presented.