(2) Acquisitions

Acquisition of EDC

On June 19, 2011, the Company signed a definitive agreement to acquire all of the outstanding securities of EDC ATM Subsidiary, LLC and Efmark Deployment I, Inc. (collectively referred to as "EDC") from EDC Holding Company, LLC for approximately $145.0 million in cash. On July 25, 2011, the Company completed this acquisition through borrowings under its amended credit facility.

As a result of the acquisition, the Company added over 3,600 ATMs across 47 states, with the majority of the machines located in high-traffic convenience store locations. In addition, many of the EDC ATMs were under contract with financial institutions to carry their brand and logo on the ATM, which has further enhanced the Company's surcharge-free product offerings.

The results of operations of the acquired EDC portfolio have been included in the Company's consolidated statement of operations subsequent to the July 25, 2011 acquisition date. Revenue of $26.5 million and earnings of approximately $0.1 million were included in the year ended December 31, 2011. The estimated earnings since acquisition includes approximately $1.4 million in acquisition-related expenses incurred during the year.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (amounts in thousands). The total purchase consideration was allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Such allocation resulted in goodwill of approximately $104.1 million, which has been assigned to the Company's domestic reporting segment, and is primarily attributable to expected synergies. Of this amount, $57.8 million is expected to be deductible for income tax purposes.


Cash and cash equivalents	$	3,531
Accounts and notes receivable		741
Inventory		88
Prepaid expenses, deferred costs, and other current assets		1,297
Property and equipment		9,961
Intangible assets		46,000
Goodwill		104,135
Other assets		9
Total assets acquired		165,762

Accounts payable		4,405
Accrued liabilities		4,200
Asset retirement obligations		1,902
Deferred tax liability, net		5,755
Other long-term liabilities		4,500
Total liabilities assumed		20,762

Net assets acquired	$	145,000

The fair values of intangible assets acquired were determined by utilizing a discounted cash flow approach, with the assistance of an independent appraisal firm. The intangible assets acquired as part of the EDC acquisition are being amortized on a straight-line basis, and consist of the following:


	Fair Values (in thousands)		Useful Lives	Weighted Average Period Before Next Renewal
Customer contracts	$	33,700	7 to 9.4 years	6.8 years
Bank branding contracts		11,200	4.1 years	3.8 years
Non-compete agreements		1,100	2 years	—
Total	$	46,000

Pro Forma Results of Operations

The following table presents the unaudited pro forma combined results of operations of the Company and the acquired EDC portfolios for the years ended December 31, 2011 and 2010, after giving effect to certain pro forma adjustments including: (i) elimination of intercompany transactions prior to the consummation of EDC into the Company, (ii) amortization of acquired intangible assets and unfavorable contract liabilities assumed, (iii) the impact of certain fair value adjustments such as depreciation on the acquired property and equipment, and (iv) interest expense adjustment for historical long-term debt of EDC that was repaid and interest expense on additional borrowings by the Company to fund the acquisition.


	2011		2010
	(In thousands)
Net revenue	$	658,535	$	583,491
Net income attributable to controlling interests and available to common stockholders		66,270		44,082

Pro forma earnings per share – basic	$	1.57	$	1.09
Pro forma earnings per share – diluted	$	1.55	$	1.07

The unaudited pro forma financial results do not reflect the impact of the other acquisitions consummated by the Company in 2011 (see further details below in Other Acquisitions), as the impact from these acquisitions would not be material to its condensed consolidated results of operations. The unaudited pro forma financial results assume that the acquisition occurred on January 1, 2010, and are not necessarily indicative of the actual results that would have occurred had those transactions been completed on that date. Furthermore, it does not reflect the impacts of any potential operating efficiencies, savings from expected synergies, or costs to integrate the operations. The unaudited pro forma financial results are not necessarily indicative of the future results to be expected for the consolidated operations.

Other Acquisitions

During the year ended December 31, 2011, the Company completed three other business combinations that were not material individually or in the aggregate:

(1) On August 1, 2011, the Company acquired LocatorSearch, LLC, a provider of location search technology deployed by financial institutions to help customers and members find the nearest, most appropriate and convenient ATM location based on the service they seek.

(2) On October 28, 2011, the Company acquired Mr. Cash ATM Network, Inc. ("Mr. Cash"), a privately-held company with approximately 600 ATMs across Canada. With its acquisition of Mr. Cash, the Company expanded its international presence into Canada.

(3) On November 1, 2011, the Company completed the acquisition of Access to Money, Inc. ("Access to Money"), pursuant to the Agreement and Plan of Merger that was previously announced on August 15, 2011. Access to Money operated approximately 10,000 ATMs across all 50 states, with the majority of those ATMs owned by the merchant operating the store in which the ATM is located. In addition to the cash consideration at closing, the Company may pay certain deferred contingent consideration up to a maximum of $5.25 million to a former subordinated debt holder of Access to Money over the next four years, if certain post-acquisition performance metrics are achieved.

The purchase price paid for these business combinations (net of cash acquired) aggregated to approximately $29.1 million, including approximately $3.5 million in contingent consideration which was recorded on a discounted present value basis. Purchased identifiable finite-lived intangible assets related to these acquisitions totaled approximately $6.7 million and will be amortized on a straight-line basis over a weighted-average life of 6.2 years (lives ranging from 3 to 7 years). Total goodwill related to these acquisitions was approximately $2.9 million. The results of operations for all acquired businesses have been included in the accompanying condensed consolidated statements of operations from the dates of acquisition. Pro forma information for the above three acquisitions is not provided because they did not have a material effect on the Company's consolidated results of operations.