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Goodwill
6 Months Ended
Jun. 30, 2022
Goodwill [Abstract]  
Goodwill

5. Goodwill

As a result of our change in segments in the fourth quarter of 2021 (Note 1), our reporting units were revised as of December 31, 2021 and goodwill reallocated using a fair value methodology. The prior periods have been recast to reflect this change. Changes in the carrying amount of goodwill are as follows:

 

 

 

US Acquiring

 

 

Digital
Commerce

 

 

Total

 

Balance as of December 31, 2021

 

$

1,525,135

 

 

$

2,124,902

 

 

$

3,650,037

 

Additions during the period (1)

 

 

 

 

 

284,239

 

 

 

284,239

 

Purchase price accounting adjustments (2)

 

 

 

 

 

(2,313

)

 

 

(2,313

)

Impairment

 

 

(948,237

)

 

 

(933,950

)

 

 

(1,882,187

)

Foreign exchange

 

 

 

 

 

(56,325

)

 

 

(56,325

)

Balance as of June 30, 2022

 

$

576,898

 

 

$

1,416,553

 

 

$

1,993,451

 

 

 

 

US Acquiring

 

 

Digital
Commerce

 

 

Total

 

Balance as of December 31, 2020

 

$

1,503,307

 

 

$

1,978,509

 

 

$

3,481,816

 

Additions during the period (3)

 

 

21,828

 

 

 

 

 

 

21,828

 

Foreign exchange

 

 

 

 

 

(20,105

)

 

 

(20,105

)

Balance as of June 30, 2021

 

$

1,525,135

 

 

$

1,958,404

 

 

$

3,483,539

 

 

(1)
Additions to goodwill within the Digital Commerce segment in the current period relate to the acquisition of SaftPay Inc. (“Safetypay”) (See Note 11).
(2)
Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to June 30, 2022.
(3)
Additions to goodwill within the US Acquiring segment in the prior year relate to the acquisition of International Card Services ("ICS").

 

The Company performs its annual goodwill impairment test for all reporting units as of October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. Due to a sustained decline in stock price and market capitalization, reduction in the fair value of debt, as well as current market and macroeconomic conditions, we concluded that an impairment indicator for goodwill was present in both the US Acquiring and Digital Commerce segments as of March 31, 2022 and June 30, 2022.

 

We performed a goodwill impairment test as of both reporting periods using a weighting of both market and income approaches. The market approach was based on guideline comparable companies and the key assumptions included selected Earnings Before Interest Tax Depreciation and Amortization ("EBITDA") multiples. The income approach was based on a discounted cash flow model and the key assumptions included the discount rate and future cash flows such as long-term growth rates.

 

Selected multiples were determined based on guideline comparable companies’ and discounted based on business-specific considerations. The cash flow forecast, including long term growth rates, considers past experience and future market expectations. Discount rate assumptions are based on determining a cost of debt and equity and an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. Failure to achieve the future cash flows, changes in key assumptions or further decline in the stock price or the fair value of our debt may cause a future impairment of goodwill at the reporting unit level.

Based on the analysis performed, the Company recognized a goodwill impairment for the three months ended June 30, 2022 of $335,234 and $341,222 in the US Acquiring and Digital Commerce segments, respectively. Goodwill impairment recognized for the six months ended June 30, 2022 was $948,237 and $933,950 in the US Acquiring and Digital Commerce segments, respectively.

Accumulated impairment of goodwill as of June 30, 2022 and December 31, 2021 was $1,882,187 and $0. Other than the continued decline in stock price, there have been no other events or changes in circumstances subsequent to the testing date that would indicate further impairment of these reporting units.