On July 12, 2021, the Company completed its acquisition of all of the outstanding shares of Max Digital, for approximately $61.4 million. The total purchase price was paid in cash. Max Digital is a pioneer in automotive data and merchandising products, and is best known for its flagship inventory management system platform. Max Digital's software products enable dealers to accurately price wholesale and retail inventory while maximizing profit on each vehicle sold by leveraging predictive analytics informed by machine learning. The acquisition of Max Digital enabled the Company to expand its position in the used vehicle industry and enhance its service offerings with dealers and commercial partners. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company's results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $1.0 million of transaction costs recorded in the Selling, general and administrative line of the Consolidated Statement of Operations.

The fair value of consideration transferred in this business combination was preliminarily allocated to the tangible and intangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The goodwill acquired in connection with this acquisition will be deductible for tax purposes and will be amortized on a straight-line basis over 15 years. The purchase price allocation is subject to adjustments as valuation is finalized during the measurement period.

The aggregate purchase price was preliminarily allocated to the assets acquired and liabilities assumed as follows (in thousands):


Assets Acquired
Cash and cash equivalents		1,458
Trade receivables		1,673
Other current assets		448
Property & equipment, net		30
Goodwill and intangible assets		60,918
Total assets acquired	$	64,527
Liabilities Assumed
Accounts payable		1,084
Accrued payroll		616
Accrued other liabilities		252
Deferred Revenue		1,186
Total liabilities assumed		3,138
Net assets acquired	$	61,389

As the Company has determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included.

The Company had a contingent liability related to an earn-out provision based on TruePartners USA LLC achieving certain revenue targets for fiscal year 2020 and 2021. This contingent liability was accounted for as compensation expense and was not included in the calculation of purchase consideration. An agreement was reached to amend the earn-out provision during the three months ended September 30, 2021, and as a result, the Company recorded $3.4 million of compensation expense during that period. The amendment resolved the contingent liability in full.