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Acquisition
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisition

3.

Acquisition

Pagatelia Acquisition

 

On October 31, 2019, the Company completed the acquisition of all of the outstanding shares of Pagatelia S.L., (“Pagatelia”), a Spanish limited liability company that provides electronic consumer tolling and parking solutions in Spain, Portugal, France and Italy. The purchase consideration for Pagatelia was $26.6 million. Transaction costs were not material.

The allocation of the purchase consideration is summarized as follows:

 

($ in thousands)

 

 

 

 

Assets acquired

 

 

 

 

Cash

 

$

1,086

 

Other assets

 

 

5,047

 

Trademark

 

 

771

 

Customer relationships

 

 

5,946

 

Developed technology

 

 

4,624

 

Non-compete agreements

 

 

440

 

Goodwill

 

 

17,528

 

Total assets acquired

 

 

35,442

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

Accounts payable and accrued expenses

 

 

6,045

 

Deferred tax liability

 

 

2,801

 

Total liabilities assumed

 

 

8,846

 

Total purchase price

 

$

26,596

 

 

Goodwill arising from Pagatelia was assigned to the Company’s Commercial Services segment and consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not expected to be deductible for tax purposes. The customer relationships value was based on an excess earnings methodology utilizing projected cash flows. The trademark and the developed technology values were based on a relief-from-royalty method. The non-compete agreement values were based on the with-or-without method. The trademark, customer relationships, developed technology and non-compete agreements were assigned useful lives of 8.5 years, 9.5 years, 6.5 years and 3 years, respectively.  

 

The Company did not provide pro forma financial information for Pagatelia as it was not material.