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Acquisitions | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions 2025 Acquisition In February 2025, the Company acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million, net of cash and cash equivalents acquired of approximately $10.2 million. Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of the Company's less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion by the Company, the Company's controlling interest in Zapay increased to approximately 86%. This transaction, which was accounted for separately from the business acquisition, was recorded as an equity transaction. The Company financed the acquisition using available cash. Results from the Gringo acquisition have been included in the Company's Vehicle Payments segment from the date of acquisition. The Gringo acquisition was accounted for as a business combination. Acquisition accounting is preliminary for the Gringo acquisition as the Company is still completing the valuation of intangible assets, income taxes, working capital and contingencies. As the Gringo acquisition occurred near the end of the first quarter of 2025, the Company preliminarily allocated the excess of the purchase price of the acquisition over the estimated assets acquired and liabilities assumed to goodwill and customer relationship intangible assets on a provisional basis, based on historical valuation outcomes. None of the goodwill attributable to the acquisition of Gringo is expected to be deductible for tax purposes. The following table summarizes the preliminary acquisition accounting for the Gringo acquisition noted above (in thousands):
Trade and other receivables | $ | 9,168 |
Prepaid expenses and other current assets | 4,284 |
Other long term assets | 847 |
Goodwill | 116,718 |
Intangibles | 44,532 |
Accounts payable | (1,200) |
Other current liabilities | (5,036) |
Other noncurrent liabilities | (15,594) |
Total consideration paid | $ | 153,719 |
2024 Acquisitions In March 2024, the Company acquired 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 recorded goodwill of approximately $73.3 million representing the strategic benefits of the majority investment in Zapay. None of the goodwill attributable to the acquisition of Zapay is expected to be deductible for tax purposes. In 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. GPS provides business-to-business cross-border and treasury management solutions to upper middle market companies, pri marily in the U.S. 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. The Company preliminarily recorded goodwill of approximately $332.9 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. Acquisition accounting for Zapay was completed during the first quarter of 2025 as the measurement period closed. Acquisition accounting for Paymerang and GPS is still preliminary. 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, and (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. There were no material measurement period adjustments recorded during the first quarter of 2025 related to the 2024 acquisitions. The following table summarizes the acquisition accounting for the 2024 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 | 714,255 |
Intangibles | 585,902 |
Accounts payable | (55,504) |
Other current liabilities | (463,627) |
Other noncurrent liabilities | (99,463) |
Total fair value of net assets acquired | $ | 817,764 |
Less: Noncontrolling interest | (29,437) |
Total consideration paid | $ | 788,327 |
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 |  | $ | 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 |  | 536,279 |  |
|  |  | $ | 585,902 |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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