2. Acquisitions

Fiscal 2014 Acquisitions

In 2014, the Company completed one acquisition at an aggregate cost of $205.1 million.

Retail Decisions

On August 12, 2014, the Company completed the acquisitions of Retail Decisions Europe Limited (“ReD Europe”) and all its subsidiaries and Retail Decisions, Inc (“ReD, Inc.”) (collectively “ReD”) for $205.1 million in cash. The Company has included the financial results of ReD in the condensed consolidated financial statements from the date of acquisition. As a leader in fraud prevention solutions, the acquisition of ReD enhances the Company’s Universal Payments strategy and further strengthens the Company’s leadership position in the fast-growing payments risk management space.

To fund this acquisition and related transaction fees, the Company drew an additional $60.5 million on the Revolving Credit Facility and increased the Term portion of the Credit Agreement by an additional $150.0 million. See Note 3, Debt, for terms of the financing arrangement.

The Company incurred approximately $2.7 million in transaction related expenses during the year ended December 31, 2014, including fees to the investment bank, legal and other professional fees.

ReD contributed approximately $10.3 million in revenue and an estimated operating loss of $1.7 million for the three months ended March 31, 2015, which includes severance expense related to the integration activities.

The consideration paid by the Company to complete the acquisition has been allocated preliminarily to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of the purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this filing, including but not limited to, other assets and liabilities, and certain tax matters. Accordingly, the purchase price allocation is considered preliminary and is subject to future adjustments during the maximum one-year allocation period.

In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation as of March 31, 2015. The purchase price allocation for ReD is considered preliminary and is subject to completion of valuations and other analyses.


(in thousands, except weighted average useful lives)	Weighted-Average Useful Lives	Retail Decisions
Current assets:
Cash and cash equivalents		$	795
Billed and accrued receivables, net			10,106
Deferred income taxes, net			282
Other current assets			9,931

Total current assets acquired			21,114

Noncurrent assets:
Property and equipment			3,354
Goodwill			134,824
Software	5-7 years		33,136
Customer relationships	18 years		50,480
Trademarks	5 years		3,980
Deferred income taxes			1,622
Other noncurrent assets			416

Total assets acquired			248,926

Current liabilities:
Accounts payable			4,624
Employee compensation			6,481
Other current liabilities			6,168

Total current liabilities acquired			17,273

Noncurrent liabilities:
Deferred income taxes			26,404
Other noncurrent liabilities			164

Total liabilities acquired			43,841

Net assets acquired		$	205,085

The Company made adjustments to the purchase price allocation as certain analysis was completed and additional information became available for receivables, deferred income taxes, and accrued employee compensation. These adjustments and any resulting adjustments to the condensed consolidated statements of operations were not material to the Company’s previously reported operating results or financial position.

Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. Pro forma results for ReD are not presented because they are not material.