2. Acquisitions

Fiscal 2015 Acquisition

PAY.ON

On November 4, 2015, the Company completed the acquisition of PAY.ON AG and its subsidiaries (collectively, “PAY.ON”). PAY.ON is a leader in eCommerce payments gateway solutions to payment service providers globally. Their advanced Software as a Service (“SaaS”) based solution complements and strengthens the Company’s Merchant Retail Omni - Channel Universal Payments offerings. The combined entities will provide customers the ability to deliver a seamless omni-channel customer payment experience in store, mobile, and online.

Under the terms of the agreement, the Company will acquire 100% of the equity of PAY.ON in a combination of cash and stock, valuing PAY.ON at 180 million Euros (approximately $200 million). The Company used approximately $181.5 million from its Revolving Credit Facility. See Note 3, Debt, for terms of the Credit Facility.

The Company has 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 and customer-related assets.

Fiscal 2014 Acquisitions

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.”) 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 $10.2 million and $5.8 million in revenue and an estimated operating loss of $1.8 million compared to operating income of $0.1 million for the three months ended September 30, 2015 and 2014, respectively. ReD contributed approximately $30.3 million and $5.8 million in revenue and an estimated operating loss of $5.6 million compared to operating income of $0.1 million for the nine months ended September 30, 2015 and 2014, respectively, which includes severance expense related to integration activities. The consideration paid by the Company to complete the acquisition has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition.

In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation as of September 30, 2015.


(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			514
Other current assets			10,282

Total current assets acquired			21,697

Noncurrent assets:
Property and equipment			3,354
Goodwill			137,915
Software	5-7 years		33,136
Customer relationships	18 years		50,480
Trademarks	5 years		3,980
Deferred income taxes			51
Other noncurrent assets			416

Total assets acquired			251,029

Current liabilities:
Accounts payable			4,624
Employee compensation			6,046
Other current liabilities			11,683

Total current liabilities acquired			22,353

Noncurrent liabilities:
Deferred income taxes			23,427
Other noncurrent liabilities			164

Total liabilities acquired			45,944

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 deferred income taxes, recoverable income taxes, goodwill, and other current liabilities. These adjustments and any resulting adjustments to the condensed consolidated statements of income 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.