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Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions
4. Acquisitions

PFSweb Acquisition

On September 13, 2023, the Company entered into an Agreement and Plan of Merger to acquire PFSweb, Inc., a Delaware corporation headquartered in Irving, Texas (“PFS”), and on October 23, 2023, the Company completed its acquisition of PFS (the “PFS Acquisition”). The Company acquired the shares of PFS at a price per share of $7.50 in cash, totaling approximately $149 million, net of cash acquired. PFS is a global provider of omnichannel commerce solutions, including a broad range of technology, infrastructure and professional services, in the United States, Canada and Europe. PFS’s service offerings include order fulfillment, fulfillment-as-a-service, order management and customer care.

The Company recorded the preliminary fair value of assets acquired and liabilities assumed on the date of acquisition, including intangible assets comprising customer relationships, trademarks, trade names and developed technology of $56 million with a weighted-average amortization period of 13 years. Goodwill acquired in connection with the acquisition was $76 million, recorded in the Americas and Asia-Pacific reporting unit, and was attributed to anticipated synergies. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date. The Company does not expect the goodwill recognized in connection with the PFS Acquisition to be deductible for income tax purposes.

For the year ended December 31, 2023, PFS generated revenues of $82 million and income before income taxes was not material. Pro forma results of operations for this acquisition have not been presented as they are not material to the Consolidated Financial Statements.

Clipper Acquisition

On May 24, 2022, the Company completed the acquisition of Clipper Logistics plc (“Clipper”), an omnichannel retail logistics specialist based in Leeds, England (the “Clipper Acquisition”). The Company acquired Clipper for $1,106 million, consisting of $902 million in cash and the issuance of 3,757,657 shares of GXO common stock having a value of $204 million.

The Company accounted for the Clipper Acquisition as a business combination using the acquisition method of accounting. The fair value of assets acquired and liabilities assumed was based on management’s estimate of the fair values of the assets acquired and liabilities assumed using valuation techniques including income, cost and market approaches.
The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:
(In millions)
ASSETS
Current assets
Cash and cash equivalents$26 
Accounts receivable143 
Other current assets67 
Total current assets 236 
Long-term assets
Property and equipment80 
Operating lease assets219 
Intangible assets (1)
392 
Other long-term assets29 
Total long-term assets720 
Total assets $956 
LIABILITIES
Current liabilities
Accounts payable$81 
Accrued expenses96 
Current debt55 
Current operating lease liabilities43 
Other current liabilities56 
Total current liabilities
331 
Long-term liabilities
Long-term debt10 
Long-term operating lease liabilities176 
Other long-term liabilities173 
Total long-term liabilities
359 
Total liabilities$690 
Net assets purchased$266 
Cash paid$902 
Common stock issued (2)
204 
Purchase price paid$1,106 
Goodwill recorded (3)
$840 
(1) The Company acquired $392 million of intangible assets comprising customer relationships and trade names, with weighted-average useful lives of 15 years.
(2) Represents the fair value of the Company’s common stock issued.
(3) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill acquired was recorded in the United Kingdom and Ireland reporting unit and was primarily attributed to anticipated synergies. The Company does not expect the goodwill recognized in connection with the Clipper Acquisition to be deductible for income tax purposes.