Note 11 — Acquisitions

Refer to Note 24 of the Company’s audited financial statements for the year ended December 31, 2016, which is included as Exhibit 13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC, for a discussion regarding acquisitions.

TransFirst

On April 1, 2016, the Company acquired all of the outstanding capital stock of TransFirst and recognized amounts for the identifiable assets acquired and liabilities assumed. The measurement period during which

changes in assets, liabilities, equity interests, or items of consideration are subject to adjustment ends one year following the acquisition date.

The Company increased goodwill related to TransFirst during the three months ended March 31, 2017 by approximately $727,000 resulting from the write-off of a note receivable on the opening TransFirst balance sheet.

Pro Forma Results of Operations

The following unaudited pro forma information shows the results of our operations for the three months ended March 31, 2016 as if the acquisition of TransFirst had occurred on January 1, 2016. The unaudited pro forma information reflects certain pro forma adjustments to the combined historical financial information of TSYS and TransFirst. The pro forma adjustments include incremental amortization and depreciation expense, incremental interest expense associated with new long-term debt, a reduction of revenues and operating expenses associated with contracts existing between the companies and the elimination of nonrecurring transaction costs directly related to the acquisition.

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired business.


		Actual		Supplemental pro forma
		Three months ended March 31, 2016		Three months ended March 31, 2016
(in thousands, except per share data)
Total revenues	$	739,378	$	1,131,537
Net income attributable to TSYS common shareholders	$	90,628	$	118,238
Basic EPS attributable to TSYS common shareholders	$	0.49	$	0.65
Diluted EPS attributable to TSYS common shareholders	$	0.49	$	0.64

The unaudited pro forma financial information presented above does not purport to represent what the actual results of our operations would have been if the acquisition of TransFirst’s operations had occurred prior to January 1, 2016, nor is it indicative of the future operating results of TSYS. The unaudited pro forma financial information does not reflect the impact of future events that may occur after the acquisition, including, but not limited to, anticipated cost savings from operating synergies.

The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are (1) directly related to the business combination; (2) factually supportable; and (3) expected to have a continuing impact. These adjustments include, but are not limited to, the application of accounting policies; and depreciation and amortization related to fair value adjustments to property, plant and equipment and intangible assets.

The pro forma adjustments do not reflect the following material items that result directly from the acquisition and which impacted our statement of operations following the acquisition:

Acquisition and related financing transaction costs relating to fees to investment bankers, attorneys, accountants, and other professional advisors, and other transaction-related costs that were not capitalized as deferred financing costs; and

The effect of anticipated cost savings or operating efficiencies expected to be realized and related charges such as technology and infrastructure integration expenses, and other costs related to the integration of TransFirst into TSYS.

Redeemable Noncontrolling Interest

In February 2017, the Company acquired an additional 10% equity interest in CPAY from a privately-owned company for $70.0 million. This purchase reduced the remaining redeemable noncontrolling interest in CPAY to 15% of its total outstanding equity and extended the put call arrangement until April 2018. The transaction resulted in a decrease to noncontrolling interest of $9.8 million and a decrease to additional paid-in capital of $60.2 million.