How were the acquired customers of AutoClerk valued during the acquisition by Surestay Hotel By Best Western?
Surestay_Hotel_By_Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
was recorded for the years ended November 30, 2024 and 2023.
AutoClerk
On July 31, 2019, the Company entered into and closed a definitive Share Sale and Purchase Agreement with the shareholders of AutoClerk, Inc. ("AC"), to purchase 100% of the outstanding shares of AC. The AC acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations.
The total purchase price was allocated based upon: (i) the amounts reported in the AC historical financial statements for any assets that were reported at fair value in accordance with AC's historical accounting policies, and (ii) management's estimates of fair value. The Company determined estimated fair value for other intangible assets with the assistance of valuations performed by third-party specialists. Other intangible assets of developed technology and acquired customers were valued at $1.9 million and $1.5 million, respectively. To the extent the consideration exceeded the fair value of the
Source: Item 23 — Receipts (FDD pages 88–286)
What This Means (2025 FDD)
According to the 2025 FDD, Surestay Hotel By Best Western acquired AutoClerk, Inc. on July 31, 2019. As part of this acquisition, the value of AutoClerk's assets, including acquired customers, was determined.
The total purchase price for AutoClerk was allocated based on two factors: the historical financial statements of AutoClerk and management's estimates of fair value. To determine the fair value of intangible assets, Surestay Hotel By Best Western sought assistance from third-party specialists.
Specifically, the acquired customers of AutoClerk were valued at $1.5 million. This valuation, along with the valuation of developed technology at $1.9 million, contributed to the overall assessment of AutoClerk's worth during the acquisition. The amount exceeding the fair value of net assets was assigned to goodwill.