TNS » Topics » Acquisitions

This excerpt taken from the TNS 10-K filed Mar 16, 2007.

Acquisitions

On May 21, 2004, we completed the acquisition of two groups of tangible and intangible assets from the bankrupt U.S. Wireless Data, Inc. (USWD). Pursuant to two separate asset purchase agreements, the Company, with the approval of the bankruptcy court, (a) paid approximately $6.1 million, including direct acquisition costs of approximately $0.1 million, for certain assets related to USWD’s Synapse platform, which enables wireless POS terminals to initiate transactions for mobile and other merchants and (b) paid approximately $3.7 million, including direct acquisition costs of approximately $47,000, for USWD’s vending assets, which support cashless transactions at vending machines. We purchased these assets to advance our wireless capability to service existing customers as well as to penetrate new vertical markets. We accounted for the acquisitions of the Synapse and vending assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $5.9 million related to the Synapse assets and $3.7 million related to the vending assets. Our consolidated results of operations include the operating results of these acquisitions from May 21, 2004.  During the year ended December 31, 2006, following a decision to adopt a new vending technology platform, we recorded an impairment charge of $1.1 million to write-off the remaining unamortized vending developed technology asset, included in amortization of intangible assets, a $0.9 million charge for obsolete inventory, included in cost of network services, and accelerated amortization on capitalized software assets of $0.4 million, included in depreciation and amortization of property and equipment in the accompanying consolidated statement of operations.

In November 2004, we acquired the right to provide telecommunications services under customer contracts from ICG Telecom Group, Inc for a purchase price of $1.7 million plus an agreement to provide telecommunications services valued at $0.7 million. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $2.4 million. Our consolidated statements of operations include the operating results of ICG Telecom Group, Inc. from November 9, 2004.

On May 12, 2005, we acquired certain tangible and intangible assets of FusionPoint Technology Solutions from Techlan, Inc. for a purchase price of $3.5 million, including direct acquisition costs of $0.1 million. FusionPoint designs and installs turn-key solutions that integrate legacy data communication devices found in convenience stores and service stations onto an IP network. We accounted for the acquisition of the FusionPoint assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $3.5 million. Our consolidated results of operations include the operating results of this acquisition from May 12, 2005.

On August 2, 2005, we acquired certain intangible assets of Process Logistics Limited for a purchase price of $0.5 million, including direct acquisition costs of approximately $27,000. The assets acquired include the right to provide POS services in the United Kingdom and a non-compete agreement. We accounted for the acquisition of the Process Logistics assets under the purchase method with the total consideration allocated, on a preliminary basis, to the fair value of the assets acquired, including identifiable intangibles of $0.5 million. Our consolidated results of operations include the operating results of this acquisition from August 2, 2005.

On December 13, 2005, we completed the acquisition of an Romanian company, SC Connet-Ro SRL (Connet-Ro) for a purchase price of $1.4 million, including direct acquisition costs of approximately $0.1 million. We accounted for this

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acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.2 million. The purchase agreement allowed for additional consideration of up to $0.4 million to be paid, based upon the results of operations of Connet-Ro for the year ended December 31, 2005.   In May 2006, we made an additional payment of $0.2 million based upon the results of operations of Connet-Ro.  This contingent consideration has been allocated to the customer relationship intangible asset. Our consolidated results of operations include the operating results of this acquisition from December 13, 2005.

On December 31, 2005, we acquired certain tangible and intangible assets of Arval UK Limited for a purchase price of approximately $0.9 million, including direct acquisition costs of approximately $52,000. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $0.6 million. Our consolidated results of operations include the operating results of this acquisition from January 1, 2006.

On January 6, 2006, we completed the acquisition of two companies in the United Kingdom, CommsXL Services and CommsXL Limited (collectively CommsXL). Pursuant to two separate purchase agreements, the Company paid approximately $12.0 million, including direct acquisition costs of approximately $0.3 million for certain assets of CommsXL. We purchased these companies to advance our end-to-end POS service offerings in the United Kingdom as well as to penetrate new vertical markets.  Our consolidated results of operations include the operating results of this acquisition from January 6, 2006.

On February 28, 2006, we acquired certain tangible and intangible assets of InfiniRoute Networks, Inc. for a purchase price of approximately $2.5 million. The assets acquired include the right to provide TSD services under customer contracts, certain fixed assets and a non-compete agreement. We purchased these assets to advance our TSD service offerings to enable traditional telecommunications carriers and next-generation service providers to interconnect directly over Internet Protocol (IP) packet networks, reducing the cost and complexity associated with these interconnections. Our consolidated results of operations include the operating results of this acquisition from March 1, 2006.

On March 13, 2006, we acquired certain tangible and intangible assets of Sonic Global PTY Ltd. (Sonic) and all of the capital stock of a subsidiary of Sonic for a purchase price of approximately $6.1 million, including direct acquisition costs of approximately $0.1 million.  The assets acquired include the right to provide POS services under customer contracts, developed technology, certain fixed assets and non-compete agreements.  We purchased these assets to enhance our end-to-end POS service offerings. Our consolidated results of operations include the operating results of this acquisition from March 13, 2006.

On September 8, 2006, we completed the acquisition of a French company, JPG Telecom, SAS (JPG), for a purchase price of approximately $8.5 million, including direct acquisition costs of approximately $0.2 million.  We purchased JPG primarily to increase our share of the French POS market.  Our consolidated results of operations include the operating results of this acquisition from September 8, 2006.

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This excerpt taken from the TNS 10-K filed Jul 21, 2006.
Acquisitions

On December 4, 2002, we completed the acquisition of a 50.1% interest in Openet S.r.l., an Italian provider of POS services, for a purchase price of $1.8 million, plus transaction costs of $0.4 million. On January 24, 2003, we acquired the remaining 49.9% interest in Openet for $2.0 million in cash. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $3.4 million and goodwill of $0.5 million. Our consolidated statements of operations include the operating results of Openet.

On November 18, 2003, we acquired certain tangible and intangible assets of Transpoll Offline for a purchase price of $2.5 million including direct acquisition costs of $0.4 million. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.3 million. Our consolidated statements of operations include the operating results of Transpoll Offline from November 18, 2003.

On May 21, 2004, we completed the acquisition of two groups of tangible and intangible assets from the bankrupt U.S. Wireless Data, Inc. (USWD). Pursuant to two separate asset purchase agreements, the Company, with the approval of the bankruptcy court, (a) paid approximately $6.1 million, including direct acquisition costs of approximately $0.1 million, for certain assets related to USWD’s Synapse platform, which enables wireless POS terminals to initiate transactions for mobile and other merchants and (b) paid approximately $3.7 million, including direct acquisition costs of approximately $47,000, for USWD’s vending assets, which support cashless transactions at vending machines. We purchased these assets to advance our wireless capability to service existing customers as well as to penetrate new vertical markets. We accounted for the acquisitions of the Synapse and vending assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $5.9 million related to the Synapse assets and $3.7 million related to the vending assets. Our consolidated results of operations include the operating results of these acquisitions from May 21, 2004.

In November 2004, we acquired the right to provide telecommunications services under customer contracts from ICG Telecom Group, Inc for a purchase price of $1.7 million plus an agreement to provide telecommunications services valued at $0.7 million. We accounted for this acquisition under the purchase

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method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $2.4 million. Our consolidated statements of operations include the operating results of ICG Telecom Group, Inc. from November 9, 2004.

On May 12, 2005, we acquired certain tangible and intangible assets of FusionPoint Technology Solutions from Techlan, Inc. for a purchase price of $3.5 million, including direct acquisition costs of $0.1 million. FusionPoint designs and installs turn-key solutions that integrate legacy data communication devices found in convenience stores and service stations onto an IP network. We accounted for the acquisition of the FusionPoint assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $3.5 million. Our consolidated results of operations include the operating results of this acquisition from May 12, 2005.

On August 2, 2005, we acquired certain intangible assets of Process Logistics Limited for a purchase price of $0.5 million, including direct acquisition costs of approximately $27,000. The assets acquired include the right to provide POS services in the United Kingdom and a non-compete agreement. We accounted for the acquisition of the Process Logistics assets under the purchase method with the total consideration allocated, on a preliminary basis, to the fair value of the assets acquired, including identifiable intangibles of $0.5 million. Our consolidated results of operations include the operating results of this acquisition from August 2, 2005.

On December 13, 2005, we completed the acquisition of an Romanian company, SC Connet-Ro SRL (Connet-Ro) for a purchase price of $1.4 million, including direct acquisition costs of approximately $0.1 million. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.2 million. The purchase agreement allows for additional consideration of up to $0.4 million to be paid, based upon the results of operations of Connet-Ro for the year ended December 31, 2005. Our consolidated results of operations include the operating results of this acquisition from December 13, 2005.

On December 31, 2005, we acquired certain tangible and intangible assets of Arval UK Limited for a purchase price of approximately $0.9 million including direct acquisition costs of $52,000. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $0.6 million.

On January 6, 2006, we completed the acquisition of two companies in the United Kingdom, CommsXL Services and CommsXL Limited (collectively CommsXL). Pursuant to two separate purchase agreements, the Company paid approximately $12.0 million, including direct acquisition costs of approximately $0.2 million for certain assets of CommsXL. We purchased these companies to advance our end-to-end POS service offerings in the United Kingdom as well as to penetrate new vertical markets.

On February 28, 2006, we acquired certain tangible and intangible assets of InfiniRoute Networks, Inc. for a purchase price of approximately $2.5 million. The assets acquired include the right to provide TSD services under customer contracts, certain fixed assets and a non-compete agreement. We purchased these assets to advance our TSD service offerings to enable traditional telecommunications carriers and next-generation service providers to interconnect directly over Internet Protocol (IP) packet networks, reducing the cost and complexity associated with these interconnections.

This excerpt taken from the TNS 10-K filed Mar 16, 2006.
Acquisitions

On December 4, 2002, we completed the acquisition of a 50.1% interest in Openet S.r.l., an Italian provider of POS services, for a purchase price of $1.8 million, plus transaction costs of $0.4 million. On January 24, 2003, we acquired the remaining 49.9% interest in Openet for $2.0 million in cash. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $3.4 million and goodwill of $0.5 million. Our consolidated statements of operations include the operating results of Openet.

On November 18, 2003, we acquired certain tangible and intangible assets of Transpoll Offline for a purchase price of $2.5 million including direct acquisition costs of $0.4 million. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.3 million. Our consolidated statements of operations include the operating results of Transpoll Offline from November 18, 2003.

On May 21, 2004, we completed the acquisition of two groups of tangible and intangible assets from the bankrupt U.S. Wireless Data, Inc. (USWD). Pursuant to two separate asset purchase agreements, the Company, with the approval of the bankruptcy court, (a) paid approximately $6.1 million, including direct acquisition costs of approximately $0.1 million, for certain assets related to USWD’s Synapse platform, which enables wireless POS terminals to initiate transactions for mobile and other merchants and (b) paid approximately $3.7 million, including direct acquisition costs of approximately $47,000, for USWD’s vending assets, which support cashless transactions at vending machines. We purchased these assets to advance our wireless capability to service existing customers as well as to penetrate new vertical markets. We accounted for the acquisitions of the Synapse and vending assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $5.9 million related to the Synapse assets and $3.7 million related to the vending assets. Our consolidated results of operations include the operating results of these acquisitions from May 21, 2004.

In November 2004, we acquired the right to provide telecommunications services under customer contracts from ICG Telecom Group, Inc for a purchase price of $1.7 million plus an agreement to provide telecommunications services valued at $0.7 million. We accounted for this acquisition under the purchase

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method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $2.4 million. Our consolidated statements of operations include the operating results of ICG Telecom Group, Inc. from November 9, 2004.

On May 12, 2005, we acquired certain tangible and intangible assets of FusionPoint Technology Solutions from Techlan, Inc. for a purchase price of $3.5 million, including direct acquisition costs of $0.1 million. FusionPoint designs and installs turn-key solutions that integrate legacy data communication devices found in convenience stores and service stations onto an IP network. We accounted for the acquisition of the FusionPoint assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $3.5 million. Our consolidated results of operations include the operating results of this acquisition from May 12, 2005.

On August 2, 2005, we acquired certain intangible assets of Process Logistics Limited for a purchase price of $0.5 million, including direct acquisition costs of approximately $27,000. The assets acquired include the right to provide POS services in the United Kingdom and a non-compete agreement. We accounted for the acquisition of the Process Logistics assets under the purchase method with the total consideration allocated, on a preliminary basis, to the fair value of the assets acquired, including identifiable intangibles of $0.5 million. Our consolidated results of operations include the operating results of this acquisition from August 2, 2005.

On December 13, 2005, we completed the acquisition of an Romanian company, SC Connet-Ro SRL (Connet-Ro) for a purchase price of $1.4 million, including direct acquisition costs of approximately $0.1 million. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.2 million. The purchase agreement allows for additional consideration of up to $0.4 million to be paid, based upon the results of operations of Connet-Ro for the year ended December 31, 2005. Our consolidated results of operations include the operating results of this acquisition from December 13, 2005.

On December 31, 2005, we acquired certain tangible and intangible assets of Arval UK Limited for a purchase price of approximately $0.9 million including direct acquisition costs of $52,000. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $0.6 million.

On January 6, 2006, we completed the acquisition of two companies in the United Kingdom, CommsXL Services and CommsXL Limited (collectively CommsXL). Pursuant to two separate purchase agreements, the Company paid approximately $12.0 million, including direct acquisition costs of approximately $0.2 million for certain assets of CommsXL. We purchased these companies to advance our end-to-end POS service offerings in the United Kingdom as well as to penetrate new vertical markets.

On February 28, 2006, we acquired certain tangible and intangible assets of InfiniRoute Networks, Inc. for a purchase price of approximately $2.5 million. The assets acquired include the right to provide TSD services under customer contracts, certain fixed assets and a non-compete agreement. We purchased these assets to advance our TSD service offerings to enable traditional telecommunications carriers and next-generation service providers to interconnect directly over Internet Protocol (IP) packet networks, reducing the cost and complexity associated with these interconnections.

This excerpt taken from the TNS 8-K filed May 12, 2005.

Acquisitions

 

Expand range of services

Accretive to EBITDA

 

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Acquisitions

        On May 13, 2002, we acquired from Sprint Communications Company L.P. the right to provide POS services under substantially all customer contracts relating to Sprint's TranXact Service

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Operations, which we refer to as TranXact, as well as a two-year, non-compete agreement. The consideration paid for these intangible assets was $40.0 million for the customer contracts, $5.0 million for the non-compete agreement and transaction costs of $0.1 million. We obtained the funds used to acquire these assets from additional borrowings under our senior secured credit facility. In connection with this transaction, we agreed to purchase transitional communication and other services from Sprint until the TranXact customers were migrated from Sprint's network to our network. The total amount paid to Sprint for these transitional services was approximately $4.0 million during the period from May 13, 2002 through December 31, 2002. Our consolidated statements of operations include the results of the TranXact operations from May 13, 2002.

        On December 4, 2002, we completed the acquisition of a 50.1% interest in Openet S.r.l., an Italian provider of POS services, for a purchase price of $1.8 million, plus transaction costs of $0.4 million. On January 24, 2003, we acquired the remaining 49.9% interest in Openet for $2.0 million in cash. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $3.4 million and goodwill of $0.5 million. Our consolidated statements of operations include the operating results of Openet from December 4, 2002.

        On November 18, 2003, we acquired certain tangible and intangible assets of Transpoll Offline for a purchase price of $2.5 million including direct acquisition costs of $0.4 million. The assets acquired included the right to provide POS services in the United Kingdom under customer contracts, certain fixed assets and a non-compete agreement. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $1.3 million. Our consolidated statements of operations include the operating results of Transpoll Offline from November 18, 2003.

        On May 21, 2004, we purchased two groups of tangible and intangible assets from the bankrupt U.S. Wireless Data, Inc. (USWD). Pursuant to two separate asset purchase agreements, the Company, with the approval of the bankruptcy court, (a) paid approximately $6.1 million, including direct acquisition costs of approximately $0.1 million, for certain assets related to USWD's Synapse platform, which enables wireless POS terminals to initiate transactions for mobile and other merchants and (b) paid approximately $3.7 million, including direct acquisition costs of approximately $47,000, for USWD's vending assets, which support cashless transactions at vending machines. We purchased these assets to advance our wireless capability to service existing customers as well as to penetrate new vertical markets. We accounted for the acquisitions of the Synapse and vending assets under the purchase method with the total consideration allocated to the fair value of the assets acquired and liabilities assumed, including identifiable intangibles of $5.9 million related to the Synapse assets and $3.7 million related to the vending assets. Our consolidated results of operations for the year ended December 31, 2004 include the operating results of these acquisitions from May 21, 2004 through December 31, 2004.

        In November 2004, we acquired the right to provide telecommunications services under customer contracts from ICG Telecom Group, Inc for a purchase price of $1.7 million plus an agreement to provide telecommunications services valued at $0.7 million. We accounted for this acquisition under the purchase method with the total consideration allocated to the fair value of assets acquired and liabilities assumed, including identified intangibles of $2.4 million. Our consolidated statements of operations include the operating results of ICG Telecom Group, Inc. from November 9, 2004.

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