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Acquisitions | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | ACQUISITIONS 2021 Acquisitions DRB Systems, LLC On September 13, 2021, the Company acquired all of the outstanding equity interests of DRB Systems, LLC (“DRB”), a leading provider of point of sale, workflow software and control solutions to the car wash industry, for $955.8 million in cash. This acquisition aligns with the Company’s portfolio diversification strategy and enables opportunities in new end markets. With this acquisition, the Company expects to grow its retail solutions portfolio. The acquisition of DRB was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of goodwill derived from this acquisition is deductible for tax purposes. The Company’s final purchase price allocation is as follows:
($ in millions) | Preliminary Purchase Price Allocation |  | Measurement Period Adjustments |  | Final Purchase Price Allocation |  | Weighted Average Amortization Period
Accounts receivable | $ | 17.3 |  |  | $ | (3.3) |  |  | $ | 14.0 |  |  |
Inventories | 21.0 |  |  | (0.1) |  |  | 20.9 |  |  |
Prepaid and other current assets | 3.8 |  |  | (0.1) |  |  | 3.7 |  |  |
Technology | 142.1 |  |  | 0.5 |  |  | 142.6 |  |  | 9.0
Customer relationships | 227.0 |  |  | — |  |  | 227.0 |  |  | 11.0
Trade names | 36.0 |  |  | — |  |  | 36.0 |  |  | 14.0
Goodwill | 587.4 |  |  | (15.6) |  |  | 571.8 |  |  |
Other assets | 14.9 |  |  | 0.1 |  |  | 15.0 |  |  |
Trade accounts payable | (5.8) |  |  | — |  |  | (5.8) |  |  |
Accrued expenses and other current liabilities | (44.6) |  |  | 2.5 |  |  | (42.1) |  |  |
Other long-term liabilities | (43.6) |  |  | 16.3 |  |  | (27.3) |  |  |
Purchase price, net of cash acquired | $ | 955.5 |  |  | $ | 0.3 |  |  | $ | 955.8 |  |  |
To determine the fair value of the acquired intangible assets included above, management utilized significant unobservable inputs (Level 3 in the fair value hierarchy) and was required to make judgements and estimates about future results such as revenues, margin, net working capital and other valuation assumptions such as useful lives, royalty rates, attrition rates and discount rates. These assumptions are forward looking and could be affected by future economic and market conditions. 2022 Acquisitions Driivz On February 7, 2022, the Company acquired the remaining 81% of the outstanding shares of Driivz Ltd. (“Driivz”) for $152.6 million, net of cash received. Driivz, which is based in Israel, is a cloud-based subscription software platform supporting electric vehicle charging infrastructure (“EVCI”) providers with operations management, energy optimization, billing and roaming capabilities, as well as driver self-service apps. The acquisition of Driivz accelerates the Company’s portfolio diversification and e-mobility strategies and positions the Company to capitalize on the global EVCI market opportunities. The acquisition of Driivz was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of the goodwill derived from this acquisition is not expected to be deductible for tax purposes. The Company’s estimate of the purchase price allocation is as follows:
($ in millions) | Driivz |  | Weighted Average Amortization Period
Accounts receivable | $ | 1.0 |  |  |
Technology | 56.3 |  |  | 8.0
Customer relationships | 28.1 |  |  | 13.0
Trade names | 9.2 |  |  | 16.0
Goodwill | 127.4 |  |  |
Other assets | 2.9 |  |  |
Trade accounts payable | (0.1) |  |  |
Accrued expenses and other current liabilities | (12.4) |  |  |
Other long-term liabilities | (16.8) |  |  |
Purchase price, net of cash received | $ | 195.6 |  |  |
We recorded certain adjustments to the preliminary purchase price allocation during the nine months ended September 30, 2022 resulting in a net decrease of $3.5 million to goodwill. Revenue and operating profit attributable to the acquisitions was insignificant for the nine months ended September 30, 2022. The carrying value of the Company’s approximately 19% interest in Driivz prior to the acquisition was $10.3 million, which historically was carried at cost. In connection with the acquisition, this investment was remeasured to a fair value of $43.0 million resulting in the recognition of an aggregate noncash gain of $32.7 million during the first quarter of 2022, which was included in Gain on previously held equity interests from combination of business in the Consolidated Condensed Statements of Earnings and Comprehensive Income. To determine the fair value of the acquired intangible assets and previously held equity interests, management utilized significant unobservable inputs (Level 3 in the fair value hierarchy) and was required to make judgements and estimates about future results such as revenues, margin, net working capital and other valuation assumptions such as useful lives, royalty rates, attrition rates and discount rates. These assumptions are forward looking and could be affected by future economic and market conditions. Acquisition-related costs related to Driivz are included in Selling, general and administrative expenses in the Consolidated Condensed Statement of Earnings and were $1.2 million. The Company has not disclosed post-acquisition or pro-forma revenue and earnings attributable to Driivz as it did not have a material effect on the Company’s results. The purchase price allocation has not been finalized for Driivz as the analysis of the assets acquired and liabilities assumed has not been completed. The procedures to finalize may result in further adjustments to our purchase accounting that could result in additional measurement period adjustments, which could have a material effect on the consolidated financial statements. The accounting for the acquisition will be completed no later than one year from the acquisition date, in accordance with GAAP. Invenco On August 31, 2022, the Company acquired all of the outstanding equity interests of Invenco Group Ltd. (“Invenco”) for $85.7 million, net of cash received. The initial purchase price includes contingent consideration initially measured at $9.2 million, which can reach up to $100 million based on achieving certain revenue targets. Invenco, which is based in New Zealand, is a global provider of self service payment solutions with a range of products including outdoor payment terminals, electronic payment servers, payment switches, and cloud services. The acquisition of Invenco further advances the Company’s portfolio diversification and accelerates our digital strategy. The acquisition of Invenco was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. The consideration paid was allocated as follows: (i) $38.4 million to definite-lived intangible assets consisting of developed technology, customer relationships and a trade name with a weighted average amortization period of approximately eight years, (ii) $27.3 million to goodwill and (iii) $20.0 million to other net assets. The goodwill is attributable to the workforce of the acquired business, future market opportunities and the expected synergies with the Company’s existing operations. The majority of the goodwill derived from this acquisition is not expected to be deductible for tax purposes. Acquisition-related costs related to Invenco are included in Selling, general and administrative expenses in the Consolidated Condensed Statement of Earnings and were $1.1 million. The Company has not disclosed post-acquisition or pro-forma revenue and earnings attributable to Invenco as it did not have a material effect on the Company’s results. The purchase price allocation has not been finalized for Invenco as the analysis of the assets acquired and liabilities assumed has not been completed. The procedures to finalize may result in further adjustments to our purchase accounting that could result in additional measurement period adjustments, which could have a material effect on the consolidated financial statements. The accounting for the acquisition will be completed no later than one year from the acquisition date, in accordance with GAAP. To determine the preliminary fair value of the acquired intangible assets included above for Invenco, management utilized significant unobservable inputs (Level 3 in the fair value hierarchy). The assumptions used are forward looking and could be affected by future economic and market conditions. Other Acquisitions In addition to the acquisitions noted above, in 2022 we acquired all of the outstanding equity interests in two other businesses for $45.5 million, net of cash received. The initial purchase price includes $4.5 million of contingent consideration, which is based on future revenues of the acquired business and is unlimited. Both of these acquisitions align with the Company’s portfolio diversification strategy and enable opportunities in new end markets. These purchase price allocations have not been finalized as the analysis of the assets and liabilities acquired has not been completed. The procedures to finalize may result in further adjustments to our purchase accounting that could result in additional measurement period adjustments, which could have a material effect on the consolidated financial statements. The accounting for the acquisition will be completed no later than one year from the acquisition date, in accordance with GAAP. The Company has not disclosed post-acquisition or pro-forma revenue and earnings attributable to these acquisitions as it did not have a material effect on the Company’s results. Acquisition-related costs related to other acquisitions are included in Selling, general and administrative expenses in the Consolidated Condensed Statement of Earnings and were $1.3 million.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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