5. Acquisition

There were no acquisitions completed during the three months ended March 31, 2014.

2013 Acquisitions

During 2013, the Company completed acquisitions with an aggregate purchase price of $849.0 million, net of cash acquired of $35.6 million, including deferred payments of $36.8 million and the estimated fair value of contingent earn out payments of $83.8 million.

For certain acquisitions in 2013, the consideration transferred includes contingent consideration based on achieving specific financial metrics in future periods. The contingent consideration agreements (the “agreements”) require the Company to pay the respective prior owners if earnings before interest, taxes, depreciation and amortization (EBITDA) and revenues grow at a specified rate over the most recent corresponding specified period, based on a sliding scale. The potential future payments that the Company could be required to make related to these contingent consideration agreements ranges from $0 to $117.3 million. The fair value of the arrangements included in the acquisition consideration was estimated using a Monte Carlo Simulation approach and the probability-weighted discounted cash flow approach and considered historic expenses, historic EBITDA and revenue growth and current projections for the respective acquired entities. The Company recorded $83.8 million of contingent consideration, which is payable in the second half of 2014 and first quarter of 2015. As the payments are due within one year of the date of acquisition, the Company did not apply a discount rate to the potential payments. Any changes to the contingent consideration ultimately paid or any changes in the fair value of such amounts would result in additional income or expense in the consolidated Statements of Income.

The Company’s purchase price allocation related to each of the entities acquired in 2013 is preliminary, except for that of Fleet Card, as the Company is still completing the valuation for certain acquired contingencies and the working capital adjustment periods remain open.

2013 Totals

Giving effect to acquisitions described above and assuming each occurred on January 1, 2013, consolidated revenues for the year ended December 31, 2013, would have been approximately 12% higher than reported. Additionally, income before taxes, net income, basic earnings per share and diluted earnings per share for the year ended December 31, 2013 each would have been approximately 3% higher than reported.

The following table summarizes the preliminary allocation of the purchase price for all acquisitions during 2013 (in thousands):


Trade and other receivables	$	71,754
Prepaid expenses and other		12,555
Property and equipment		5,791
Other long term assets		52,735
Goodwill		642,142
Other intangible assets		470,043
Notes and other liabilities assumed		(278,417	)
Deferred tax liabilities		(77,543	)
Other long term liabilities		(50,091	)

Aggregate purchase prices	$	848,969

Intangible assets allocated in connection with the purchase price allocations consisted of the following (in thousands):


	Weighted Average Useful Lives (in Years)		Value
Customer relationships		3 – 20	$	365,773
Trade names and trademarks—indefinite		N/A		46,900
Trade names and trademarks		15		200
Merchant network		10		5,280
Software		3 – 10		36,890
Non-competes		5		15,000

			$	470,043

In connection with 2013 acquisitions, the Company has uncertain tax positions aggregating $15.7 million and contingent liabilities aggregating $52.5 million, which are included in accrued expenses and other long term liabilities in the consolidated balance sheet, respectively. The Company has been indemnified by the respective sellers for a portion of these acquired liabilities. As a result, an indemnification asset of $54.8 million was recorded, of which $12.1 million is included with prepaid expense and other and $42.7 million is included with other long term assets in the consolidated balance sheet. The potential range of acquisition related contingent liabilities that the Company estimates would be incurred and ultimately recoverable, and for which the Company has recorded indemnification assets in the consolidated balance sheet, is $50.7 million to $54.8 million.