XML 24 R13.htm IDEA: XBRL DOCUMENT v3.22.2.2
Acquisitions
 9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
2022 Acquisitions
Levarti, Accrualify, and Plugsurfing
During 2022, the Company acquired Levarti, an airline software platform company reported in the Lodging segment, Accrualify, an accounts payable (AP) automation software company reported in the Corporate Payments segment, and Plugsurfing, a European electric vehicle (EV) software and network provider reported in the Fleet segment. The aggregate purchase price of these acquisitions was approximately $140.7 million, net of cash. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. In connection with one of these acquisitions, the Company signed noncompete agreements with certain parties affiliated with the business for which the Company is still completing the valuation. These noncompete agreements were accounted for separately from the business acquisition.
Acquisition accounting is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, working capital, and contingencies.
The following table summarizes the preliminary acquisition accounting, in aggregate, for the business acquisitions noted above (in thousands):
Trade and other receivables$5,547 
Prepaid expenses and other current assets14,810 
Other long term assets4,598 
Goodwill104,377 
Intangibles52,364 
Other current liabilities(18,006)
Other noncurrent liabilities(22,919)
Aggregate purchase price$140,771 
Roomex (Subsequent to September 30, 2022)
On November 1, 2002, the Company completed the acquisition of Roomex, a European workforce lodging provider serving the U.K. and German markets for approximately $60 million. The Company is in the process of performing the acquisition accounting for the assets acquired and liabilities assumed in the transaction.
Other
In February 2022, the Company also made investments of $7.8 million in an electric vehicle charging payments business and $5.0 million in an electric vehicle data analytics business. In September 2022, the Company made an investment of $6.1 million in a U.K. based electric vehicle search and pay mapping service.
2021 Acquisitions
ALE
On September 1, 2021, the Company completed the acquisition of ALE Solutions, Inc. (ALE), a leader in lodging solutions to the insurance industry, for a net purchase price of $421.8 million. The purpose of this acquisition is to expand the Company's lodging business into the insurance vertical. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Lodging segment.
In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $18.3 million. These noncompete agreements were accounted for separately from the business acquisition.
The following table summarizes the final acquisition accounting for ALE (in thousands):
Trade and other receivables$178,396 
Prepaid expenses and other current assets2,555 
Other long term assets10,121 
Goodwill136,471 
Intangibles175,800 
Accounts payable and accrued expenses(31,048)
Other current liabilities(38,866)
Other noncurrent liabilities(11,596)
Aggregate purchase price$421,833 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Trade Names and TrademarksIndefinite$14,500 
Proprietary Technology414,400 
Lodging Network20800 
Customer Relationships15146,100 
$175,800 
AFEX
On June 1, 2021, the Company completed the acquisition of Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for $459.1 million. This includes $210.3 million of cash and cash equivalents and $178.7 million of restricted cash, resulting in a net purchase price of $70.1 million. The purpose of this acquisition is to further expand the Company's cross border payment solutions. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Corporate Payments segment.
In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $4.1 million. These noncompete agreements were accounted for separately from the business acquisition.
The following table summarizes the final acquisition accounting for AFEX (in thousands):
Trade and other receivables$8,159 
Prepaid expenses and other current assets108,402 
Property, plant and equipment1,723 
Other long term assets51,074 
Goodwill257,332 
Intangibles237,900 
Accounts payable and accrued expenses(40,164)
Other current liabilities(81,430)
Customer deposits(375,049)
Other noncurrent liabilities(97,855)
Aggregate purchase price$70,092 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Trade Names and Trademarks2$5,400 
Proprietary Technology411,800 
Banking Relationships201,800 
Licenses202,600 
Customer Relationships10216,300 
$237,900 
Roger
On January 13, 2021, the Company completed the acquisition of Roger, rebranded Corpay One, a global accounts payable (AP) cloud software platform for small businesses, for $39.0 million, net of cash acquired. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Corporate Payments segment.
The following table summarizes the final acquisition accounting for Roger (in thousands):
Accounts and other receivables$110 
Prepaid expenses and other current assets37 
Other assets 28 
Goodwill34,359 
Other intangibles5,400 
Current liabilities (925)
Deferred income taxes (6)
Aggregate purchase price$39,003 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Proprietary Technology10$4,800 
Customer Relationships13600 
$5,400 
Other
On December 15, 2021, the Company acquired a mobile fuel payments solution in Russia for a net purchase price of $5.0 million. Acquisition accounting for this acquisition is preliminary as the Company is still completing the valuation of certain goodwill, intangible assets, income taxes and working capital adjustments. The results from the acquisition are reported in the Fleet segment. During 2021, the Company made an investment of $37.8 million in a joint venture with CAIXA, a leading bank in Brazil. The Company also made investments in other businesses of $6.8 million. The Company financed all of these investments and acquisitions using a combination of available cash and borrowings under its existing credit facility.