Acquisitions

9 Months Ended

Sep. 29, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

The Company did not complete any acquisitions during the nine months ended September 29, 2023.

During the nine months ended September 30, 2022, the Company completed the acquisition of Driivz Ltd. (“Driivz”) and Invenco Group Ltd. (“Invenco”), which are further discussed below, and acquired all of the outstanding equity interests in two other businesses.

Driivz

On February 7, 2022, the Company acquired the remaining 81% of the outstanding shares of Driivz for $152.5 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 deductible for tax purposes.

The Company’s final 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	125.7
Other assets	2.9
Accrued expenses and other current liabilities	(12.5)
Other long-term liabilities	(15.2)
Purchase price, net of cash received	$	195.5

The Company recorded certain adjustments to the preliminary purchase price allocation during the measurement period resulting in a net decrease of $5.2 million to goodwill.

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 nine months ended September 30, 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.

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. Driivz is presented in the Company’s Mobility Technologies segment.

Invenco

On August 31, 2022, the Company acquired all of the outstanding equity interests of Invenco for $83.1 million, net of cash received. The purchase price includes contingent consideration initially measured at $6.1 million, which can reach up to $100.0 million based on achieving certain revenue targets. Invenco, which is based in New Zealand, is a global provider of self-service payment and microservice 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 its 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 final purchase price allocation was as follows: (i) $35.7 million to definite-lived intangible assets consisting of developed technology, customer relationships and a trade name with a weighted average amortization period of approximately five years, (ii) $33.0 million to goodwill and (iii) $14.4 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 deductible for tax purposes. The Company recorded certain adjustments to the preliminary purchase price allocation during the measurement period resulting in a net increase of $5.7 million to goodwill.

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. Invenco is presented in the Company’s Mobility Technologies segment.