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Acquisitions
3 Months Ended
Mar. 31, 2024
Business Combinations [Abstract]  
Acquisitions

2. Acquisitions

2023 Acquisition

On July 25, 2023, the Company acquired certain assets of Roker Inc. ("Roker"), a United States based provider of fully-integrated parking solutions that simplify permit, violation and enforcement management for organizations and municipalities, for approximately $3.1 million. The Company utilized borrowings under its Senior Credit Facility and cash on hand to fund the acquisition. Roker's operations are included in the Commercial segment.

The acquisition enhances the Company's position as a global provider of frictionless technology solutions that is not dependent on the Company's legacy parking management related operations. Roker has been accounted for as a business combination, and the assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. Goodwill was measured as the excess of the consideration over the assets acquired, including other intangible assets, less liabilities assumed. Tax deductible goodwill related to the acquisition was $1.0 million. The results of Roker's operations are reflected in the Condensed Consolidated Financial Statements from the date of the acquisition.

During the three months ended March 31, 2024, Roker contributed $0.1 million of services revenue and $0.2 million of losses before income taxes, primarily due to the amortization related to the acquired other intangible assets.

The fair values of the assets acquired and liabilities assumed were as follows:

 

(millions)

 

 

Other intangible assets

 

2.3

 

Goodwill

 

1.0

 

Accounts payable

 

(0.2

)

Net cash paid

$

3.1

 

As discussed above, during the year ended December 31, 2023, the Company recorded additions to other intangible assets of $2.3 million. The other intangible assets acquired were recorded at their fair value on the acquisition date as follows:

 

(millions)

 

Estimated Life

 

Fair Value

 

Proprietary know how

 

8.0 Years

 

$

2.1

 

Customer relationships

 

5.4 Years

 

 

0.2

 

Fair value of identified intangible assets

 

 

 

$

2.3

 

The fair values of other intangible assets acquired were determined to be Level 3 under the fair value hierarchy. The fair value for all identifiable intangible assets was based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset.

The fair value of the Proprietary know how was determined using the multi-period excess earnings method under the income approach utilizing projected financial information for the technology that was acquired. The fair value of the customer relationships was determined using the distributor method under the income approach.