XML 21 R10.htm IDEA: XBRL DOCUMENT
v3.20.2

ACQUISITIONS | 9 Months Ended
--- | ---
Sep. 30, 2020
Business Combinations [Abstract] |
ACQUISITIONS | ACQUISITIONS Total System Services, Inc. On September 18, 2019, we merged with Total System Services, Inc. ("TSYS") (the "Merger"). We accounted for this transaction as a business combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date. The estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows:
|  | Provisional Amounts at December 31, 2019 |  | Measurement-Period Adjustments |  | Final Amounts at September 30, 2020
|  | (in thousands)
Cash and cash equivalents |  | $ | 446,009 |  |  | $ | — |  |  | $ | 446,009 |
Accounts receivable |  | 442,848 |  |  | (2,660) |  |  | 440,188 |
Identified intangible assets |  | 10,980,000 |  |  | 978 |  |  | 10,980,978 |
Property and equipment |  | 644,084 |  |  | (978) |  |  | 643,106 |
Other assets |  | 1,474,825 |  |  | (2,969) |  |  | 1,471,856 |
Accounts payable and accrued liabilities |  | (614,060) |  |  | (11,899) |  |  | (625,959) |
Debt |  | (3,295,342) |  |  | 4,787 |  |  | (3,290,555) |
Deferred income tax liabilities |  | (2,687,849) |  |  | 52,598 |  |  | (2,635,251) |
Other liabilities |  | (314,415) |  |  | (173) |  |  | (314,588) |
Total identifiable net assets |  | 7,076,100 |  |  | 39,684 |  |  | 7,115,784 |
Goodwill |  | 17,398,853 |  |  | (39,684) |  |  | 17,359,169 |
Total purchase consideration |  | $ | 24,474,953 |  |  | $ | — |  |  | $ | 24,474,953 |
During the nine months ended September 30, 2020, we made measurement-period adjustments, as shown in the table above, that decreased the amount of provisional goodwill by $39.7 million. The decrease in deferred income tax liabilities for the nine months ended September 30, 2020 primarily relates to a refined analysis of the outside bases of partnerships. The effects of the measurement-period adjustments on our consolidated statements of income for the three and nine months ended September 30, 2020 were not material. As of September 30, 2020, goodwill arising from the acquisition of $17.4 billion was included in our reportable segments as follows: $7.1 billion in the Merchant Solutions segment, $7.9 billion in the Issuer Solutions segment and $2.4 billion in the Business and Consumer Solutions segment. Goodwill was attributable to expected growth opportunities, an assembled workforce and potential synergies from combining the acquired business into our existing business. Substantially all of the goodwill from this acquisition is not deductible for income tax purposes. The following unaudited pro forma information shows the results of our operations for the three and nine months ended September 30, 2019 as if the Merger had occurred on January 1, 2018. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of what would have occurred if the Merger had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of TSYS. The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Global Payments and TSYS.
| Three Months Ended September 30, 2019 |  | Nine Months Ended September 30, 2019
| Actual |  | Pro Forma |  | Actual |  | Pro Forma
| (in thousands)
Total revenues | $ | 1,105,941 |  |  | $ | 1,993,089 |  |  | $ | 2,924,131 |  |  | $ | 5,866,522 |
Net income attributable to Global Payments | $ | 95,044 |  |  | $ | 219,010 |  |  | $ | 327,842 |  |  | $ | 614,317 |
For the three and nine months ended September 30, 2020, the acquired operations of TSYS contributed $1,067.2 million and $3,119.2 million, respectively, to our consolidated revenues and $165.8 million and $385.1 million, respectively, to our consolidated operating income. At September 30, 2020, accounts payable and accrued liabilities in the consolidated balance sheet included obligations totaling $26.3 million for employee termination benefits resulting from Merger-related integration activities. During the three months ended September 30, 2020, we recognized charges for employee termination benefits of $8.1 million, which included $1.9 million of share-based compensation expense. During the nine months ended September 30, 2020, we recognized charges for employee termination benefits of $49.8 million, which included $6.1 million of share-based compensation expense. As of September 30, 2020, the cumulative amount of recognized charges for employee termination benefits resulting from Merger-related integration activities was $106.9 million, which included $23.4 million of share-based compensation expense. These charges are recorded within selling, general and administrative expenses in our consolidated statements of income and included within Corporate expenses for segment reporting purposes. New obligations may arise and related expenses may be incurred as Merger-related integration activities continue over the next 12 months.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration