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Acquisitions
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisitions

5.   ACQUISITIONS

Business Ink

On February 28, 2018, we acquired Business Ink for approximately $70 million in cash.  Business Ink is a company based in Austin, Texas, with facilities in multiple locations.  Business Ink provides outsourced, customized business communications services to the telecommunications, healthcare, financial services, utilities and government sectors across statements, email, mobile messaging and more. The acquisition extends the scale of our operations and platform capabilities, expands our customer base into new verticals, and further solidifies our customer communications footprint.

 

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Current assets

 

$

25,726

 

Fixed assets

 

 

13,337

 

Acquired client contracts

 

 

35,150

 

Acquired software

 

 

4,132

 

Goodwill

 

 

3,314

 

Non-current assets

 

 

148

 

Total assets acquired

 

 

81,807

 

Current liabilities

 

 

(11,586

)

Non-current liabilities

 

 

(256

)

Total liabilities assumed

 

 

(11,842

)

Net assets acquired

 

$

69,965

 

 

The above estimated fair values of assets acquired and liabilities assumed are considered provisional and are based on the information that was available as of the date of the Business Ink acquisition to estimate the fair value of assets acquired and liabilities assumed.  We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are waiting for additional information necessary to finalize those fair values.  Thus, the provisional measurements of fair value set forth above are subject to change.  During the nine-months ended September 30, 2018, we made certain adjustments, primarily to increase the value of the acquired client contracts by $4.3 million.  As a result of these adjustments, the amount allocated to goodwill decreased by $0.2 million and $4.7 million during the three and nine-months ended September 30, 2018, respectively.  We expect to finalize the valuation and complete the purchase price allocation as soon as practicable, but not later than one year from the acquisition date.

 

The Business Ink goodwill has been assigned to our one reportable segment.  The estimated lives assigned to the acquired client contracts and the acquired software assets range from approximately four months to fifteen years (weighted-average life of thirteen years), and four years, respectively.  Amortization expense related to these acquired intangible assets is recognized based upon the pattern in which the economic benefits of the acquired intangible assets are expected to be received.  The Business Ink goodwill and acquired intangible assets are deductible for income tax purposes.

 

The results of operations of Business Ink are included in the accompanying Condensed Consolidated Statements of Income for the period subsequent to the acquisition date.  Pro forma information on our historical results of operations to reflect the acquisition of Business Ink is not presented as Business Ink’s results of operations during prior periods are not significant to our results of operations.

Forte Payment Systems, Inc.

 

On October 1, 2018, we acquired Forte Payment Systems, Inc. (“Forte”), a leading provider of advanced payment solutions headquartered in Allen, Texas. The acquisition of Forte accelerates our ability to offer a comprehensive suite of next generation payment solutions that enables service providers to provide a differentiated customer experience, while also strengthening our position in the revenue management and payments sector and allowing us to grow our footprint into new verticals.  We acquired 100% of the equity of Forte for a purchase price of approximately $85 million, (approximately $80 million, net of  cash acquired), and held back approximately $13 million in cash subject to certain tax filings.  The purchase agreement includes provisions for $18.8 million of potential future earn-out payments over a four-year measurement period.  The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients.  

 

The results of Forte will be included in our results of operations for the period subsequent to the acquisition date.  We have not completed the valuation analysis and calculations necessary to finalize the required purchase price allocations. In addition to goodwill, the final purchase price allocation may include allocations to intangible assets such as trademarks and trade names, developed technology, noncompetition agreements, and customer-related assets.