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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions 2024 Acquisitions In March 2024, the Company a cquired 70% of the outstanding stock of Zapay, a Brazil-based digital consumer mobility solution for paying vehicle-related taxes and compliance fees, for approximately $59.5 million, net of cash. As part of the agreement, the Company has the right to acquire the remainder of Zapay in four years from the acquisition date. The majority investment in Zapay further scales the Company's Vehicle Payments business in Brazil. The Company preliminarily recorded goodwill of approximately $73.2 million representing the strategic benefits of the majority investment in Zapay, which further scales the Company's Vehicle Payments business in Brazil. None of the goodwill attributable to the acquisition of Zapay is expected to be deductible for tax purposes. I n July 2024, the Company acquired 100% of the stock of Paymerang, a U.S.-based leader in accounts payables automation solutions, for approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The Company preliminarily recorded goodwill of approximately $308.1 million representing the strategic benefits of the acquisition, which expands Corpay's presence in several markets, including education, healthcare, hospitality and manufacturing. None of the goodwill attributable to the acquisition of Paymerang is expected to be deductible for tax purposes. In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2 million, net of cash and cash equivalents and restricted cash acquired of $190.7 million. As the Company acquired a single member LLC, the acquisition allowed for all U.S. assets to be stepped-up to fair value at the acquisition date and goodwill to be deductible for federal income tax purposes. GPS provides business-to-business cross-border and treasury management solutions to upper middle market companies, pri marily in the U.S. The Company preliminarily recorded goodwill of approximately $329.2 million representing the strategic benefits of the acquisition of GPS, which further scales the Company's cross-border solution. All of the goodwill attributable to the acquisition of GPS is expected to be deductible for tax purposes. The aggregate consideration paid for these acquisitions was approximately $814.9 million, net of cash and cash equivalents and restricted cash of $509.0 million. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. Results from these acquisitions have been included in the Company's consolidated results from the respective date of each acquisition. Results from the Zapay acquisition have been included in the Company's Vehicle Payments segment and the results of both Paymerang and GPS have been included in the Company's Corporate Payments segment. In connection with certain of the 2024 acquisitions, the Company signed noncompete agreements valued at approximately $26.6 million, which were accounted for separately from the business acquisition and recorded within other intangibles, net in the Company’s Consolidated Balance Sheets. All of the 2024 acquisitions are accounted for as business combinations. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including key assumptions, inputs and estimates, and certain useful life assumptions, (ii) compiling and reviewing customer deposits records, (iii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iv) finalizing the Company's review of certain working capital accounts acquired, (v) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency, and (vi) finalizing the Company's estimate of the fair value of the non- controlling interest for Zapay. The provisional estimated noncontrolling interest of Zapay was recorded at fair value. The following table summarizes the preliminary acquisition accounting for the business acquisitions noted above (in thousands):
Trade and other receivables | $22,898
Prepaid expenses and other current assets | 72,394
Other long term assets | 40,909
Goodwill | 710,549
Intangibles | 591,902
Accounts payable | (55,446)
Other current liabilities | (463,627)
Other noncurrent liabilities | (101,815)
Total fair value of net assets acquired | 817,764
Less: Noncontrolling interest | (29,437)
Total consideration paid | $788,327
The preliminary 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 trademarks - indefinite lived | N/A |  | $13,938
Trade names and trademarks - other | 2 to 5 |  | 12,200
Proprietary technology | 4 to 5 |  | 23,485
Customer and vendor relationships | 2 to 20 |  | 542,279
|  |  | $591,902
During the year ended December 31, 2024, the Company also completed multiple asset acquisitions for approximately $6.7 million. 2023 Acquisitions In January 2023, the Company acquired 100% of the membership interests of Global Reach, a U.K.-based cross-border payments provider, for approximately $102.9 million, net of cash. In February 2023, the Company acquired the remainder of its investment in Mina Digital Limited ("Mina"), a cloud-based electric vehicle (EV) charging software platform. In February 2023, the Company also acquired 100% of the membership interests of Business Gateway AG, a European-based service, maintenance and repair technology provider. In September 2023, the Company acquired 100% of the membership interests of PayByPhone Technologies, Inc., the world's second largest mobile parking operator, for approximately $301.9 million, net of cash. Each of these 2023 acquisitions provide incremental geographic expansion of our products, with PayByPhone specifically intended to progress the Company's broader strategy to transform our vehicle payments business. Results from these acquisitions have been included in the Company's consolidated results from the respective date of each acquisition. Results from Global Reach are included in the Company's Corporate Payments segment and the results for Mina Digital Limited, Business Gateway AG and PayByPhone are included in the Company's Vehicle Payments segment. The aggregate consideration paid for these acquisitions was approximately $437.0 million (inclusive of the $8.5 million previously-held equity method investment in Mina), net of cash of $117 million. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. Any noncompete agreements signed in conjunction with these acquisitions were accounted for separately from the business acquisition. Acq uisition accounting for the 2023 acquisitions was finalized during the first quarter of 2024 (for Global Reach, Mina and Business Gateway AG) and during the third quarter of 2024 (for PaybyPhone) as the measurement periods closed. There were no material measurement period adjustments recorded during 2024 related to the 2023 acquisitions. The following table summarizes the acquisition accounting, in aggregate, for the 2023 business acquisitions noted above (in thousands):
Trade and other receivables | $9,299
Prepaid expenses and other current assets | 46,425
Other long term assets | 13,302
Goodwill | 383,851
Intangibles | 158,689
Accounts payable | (25,238)
Other current liabilities | (132,132)
Other noncurrent liabilities | (18,923)
Total consideration paid | $435,273
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 trademarks - indefinite lived | N/A |  | $11,169
Trade names and trademarks - other | 2 to 5 |  | 1,290
Proprietary technology | 5 to 7 |  | 11,885
Customer relationships | 6 to 20 |  | 134,345
|  |  | $158,689

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