XML 71 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Acquisitions (Note)
12 Months Ended
Dec. 31, 2013
Acquisitions [Abstract]  
Acquisitions [Text Block]
Acquisitions

In accordance with ASC Topic 805, the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. Generally, for certain large acquisitions, management engages an appraiser to assist in the valuation process.
2013 Acquisitions
On January 4, 2013, the Company acquired all of the common stock of an Australian company, Pure Commerce Pty Limited (“Pure Commerce”), which offers industry leading currency conversion and multi-currency acquiring products to global, local and online merchant acquirers, banks and retailers. The purchase price consisted of cash of approximately $31.3 million, subject to customary purchase price adjustments, and $5.3 million of the Company's common stock. With respect to the stock portion of the purchase price and pursuant to the acquisition agreement, the Company issued at closing 224,425 shares of common stock to the shareholders of Pure Commerce. The common stock will be held in escrow through September 2014 to secure certain obligations of the sellers. Further, Euronet agreed, pursuant to an earnout provision, to pay additional purchase consideration of up to $30.0 million Australian dollars, with half due in cash and the remaining half payable in Euronet common stock in March 2014, if certain performance targets were met during the measurement period ending December 31, 2013. As of the acquisition date, the fair value of the contingent consideration liability was $21.7 million. As of December 31, 2013, the Company forecasted that Pure Commerce will not meet the minimum performance targets necessary to require the Company to pay contingent consideration. See Note 17, Financial Instruments and Fair Value Measurements, for additional information related to the contingent consideration liability.
The following table summarizes the fair values of the acquired net assets at the acquisition date:
(dollar amounts in thousands)
 
Estimated
Life
 
 
Current assets
 
 
 
$
4,805

Property and equipment
 
2 - 8 years
 
331

Non-compete agreements
 
4 years
 
755

Proprietary software
 
10 years
 
11,912

Customer relationships
 
12 years
 
18,230

Trademarks and trade names
 
20 years
 
2,382

Goodwill
 
Indefinite
 
27,917

Other non-current assets
 
 
 
402

Fair value of assets
 
 
 
66,734

Current liabilities
 
 
 
(4,783
)
Other non-current liabilities
 
 
 
(3,683
)
Net assets acquired
 
 
 
$
58,268



2012 Acquisitions
In January 2012, the Company acquired the remaining 51% of the common stock of Euronet Middle East W.L.L. which it did not previously own. The purchase price of approximately $6.4 million was paid from cash on hand. Accordingly, the assets and liabilities of Euronet Middle East W.L.L. were recorded at fair value, which resulted in a $4.4 million pre-tax gain on the 49% interest previously owned.
In November 2012, the Company acquired certain assets and retail contracts of ezi-pay Limited ("ezi-pay"), which added additional product offerings, and processing and distribution services for New Zealand-specific brands to the Company's epay operations in Europe. The purchase price of approximately $19.7 million was paid from cash on hand. Additionally, $3.3 million in cash is being held in escrow to secure certain obligations of the sellers under the Sale and Purchase Agreement.

The following table summarizes the fair values of the acquired net assets at the respective acquisition dates:
(dollar amounts in thousands)
 
Estimated
Life
 
 
Current assets
 
 
 
$
9,504

Property and equipment
 
2 - 5 years
 
1,098

Non-compete agreements
 
2 - 4 years
 
588

Trademarks and trade names
 
4 years
 
372

Customer relationships
 
8 years
 
9,896

Goodwill
 
Indefinite
 
12,812

Other non-current assets
 
 
 
71

Fair value of assets
 
 
 
34,341

Current liabilities
 
 
 
(2,150
)
Net assets acquired
 
 
 
$
32,191

2011 Acquisitions
On September 16, 2011, the Company acquired all the common stock of cadooz Holding GmbH and its wholly owned operating subsidiaries ("cadooz"), which added additional product offerings to the Company's epay operations in Europe. The purchase price of approximately $54.7 million was paid from cash on hand. In addition, we established a liability for additional purchase price consideration to be paid based upon the level of revenue achieved by one of cadooz's subsidiaries for the three-year period ending in February 2014. Additionally, $4.1 million in cash is being held in escrow to secure certain obligations of the sellers under the Sale and Purchase Agreement.
In December 2011, the Company acquired Smart PayNetwork SA, an ATM and card processing company in Romania, for $18.3 million in cash. In November 2011, the Company acquired an integrated network of ATMs in Poland, known as cash4you, for $5.3 million in cash. In June 2011, the Company also acquired the net assets of a Canada-based check-cashing company for approximately $3.4 million in cash.

The following table summarizes the fair values of the acquired net assets at the respective acquisition dates:

(dollar amounts in thousands)
 
Estimated
Life
 
 
Current assets
 
 
 
$
28,292

Property and equipment
 
3 - 13 years
 
6,938

Software
 
3 years
 
390

Customer relationships
 
8 - 12 years
 
26,104

Trademarks and trade names
 
10 - 20 years
 
2,122

Goodwill
 
Indefinite
 
56,855

Other non-current assets
 
 
 
63

Fair value of assets
 
 
 
120,764

Current liabilities
 
 
 
(28,118
)
Deferred income tax liability
 
 
 
(7,267
)
Other non-current liabilities
 
 
 
(3,759
)
Net assets acquired
 
 
 
$
81,620