v3.25.2
ACQUISITION
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITION ACQUISITION
On April 26, 2024, we completed the acquisition of 100% of the interests of NCS Global Services LLC (NCS), a U.S.-based IT infrastructure and asset management business, for a purchase price of $39.6. The purchase price was funded with the revolving portion of our credit facility (see note 8). The NCS acquisition agreement also includes a potential earn-out of up to $20 if certain adjusted earnings before interest, taxes, depreciation and amortization targets are achieved during the period from May 2024 to April 2025. We estimated the fair value of such potential earn-out to be $6.6 at the date of acquisition.

We recorded purchase consideration of $46.2 for the fair value of the acquired assets (including $3.5 of cash) and liabilities at the date of acquisition on our consolidated balance sheet. Details of our final purchase price allocation for the NCS acquisition is as follows:

Cash and cash equivalents$3.5 
Accounts receivable and other current assets3.0 
Right-of-use (ROU) assets5.2 
Property, plant and equipment0.4 
Computer software assets and intellectual property1.3 
Customer and brand intangible assets28.6 
Goodwill19.4 
Accounts payable and accrued liabilities(2.5)
Lease liabilities(5.2)
Deferred income tax liabilities(7.5)
$46.2 

We engaged third-party consultants to provide valuations of acquired intangible assets and the potential earn-out as of the date of acquisition. The valuation of the intangible assets and the potential earn-out was based on the income approach using a discounted cash flow model and forecasts based on management's subjective estimates and assumptions. Various Level 2 and 3 data inputs of the fair value measurement hierarchy (described in note 2(q) to the 2024 AFS) were used in the valuation of the foregoing assets.

As a result of the NCS acquisition, our amortization of customer and brand intangible assets increased by approximately $3 annually. Goodwill of $19.4 is attributable to our CCS segment and is not tax deductible.
In connection with the NCS acquisition, we recorded acquisition costs of $1.1 in Q2 2024 and $1.6 in 1H 2024. See note 11 for acquisition costs incurred in Q2 2025, 1H 2025, and the respective prior year periods.