Equifax 2007 Annual Report Download - page 64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
62 EQUIFAX | 2007 ANNUAL REPORT
the fi nancial statements to evaluate the nature and fi nancial effects
of the business combination. This statement is effective prospec-
tively, except for certain retrospective adjustments to deferred tax
balances. We will be required to adopt SFAS 141R on January 1,
2009. We are currently evaluating the impact of adopting SFAS 141R
on our Consolidated Financial Statements.
In December 2007, the FASB issued SFAS No. 160,
“Noncontrolling Interests in Consolidated Financial Statements –
an amendment of ARB No. 51,” or SFAS 160. This statement
establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary.
This statement is effective prospectively, except for certain
retrospective disclosure requirements. We will be required to adopt
SFAS 160 on January 1, 2009. We are currently evaluating the impact
of adopting SFAS 160 on our Consolidated Financial Statements.
2.
ACQUISITIONS
2007 Acquisitions. On October 19, 2007, in order to continue to
grow our credit data business, our Peruvian subsidiary, which is
reported in our International operating segment, purchased 100%
of the stock of a credit reporting business located in Peru for cash
consideration of $8.0 million.
On May 15, 2007, we completed the acquisition of all of the
outstanding shares of TALX, a leading provider of employment
and income verifi cation and human resources business process
outsourcing services. The acquisition aligns with our long-term
growth strategy of expanding into new markets with unique data.
Under the terms of the transaction, we issued 20.6 million shares of
Equifax common stock from treasury, issued 1.9 million fully-vested
options to purchase Equifax common stock and paid approximately
$288.1 million in cash, net of cash acquired. The value of the shares
issued was $844.2 million determined using an average share price
over a reasonable period of time before and after the acquisition
terms were announced. The fair value of options issued was
$61.1 million determined using the Black-Scholes-Merton valuation
model. The fair value of the vested options is included in the total
purchase price. We also assumed TALX’s outstanding debt, which
had a fair value totaling $177.6 million at May 15, 2007. We
fi nanced the cash portion of the acquisition cost and $96.6 million
outstanding on the TALX revolving credit facility at the date of
acquisition initially with borrowings under our $850.0 million senior
unsecured credit facility, which we refer to as the Senior Credit
Facility, and subsequently refi nanced this debt in the second quarter
of 2007 with ten- and thirty-year notes. The results of TALX’s
operations are included in our Consolidated Financial Statements
beginning on May 15, 2007. TALX is reported as a separate
operating segment. Subsequent to the date of the acquisition, we
paid $4.1 million to the former owners of a company purchased
by TALX pursuant to an earn-out agreement.
We also acquired the assets of three mortgage reporting affi liates
for cash paid of $3.8 million during the fi rst quarter of 2007.
2006 Acquisition. On October 6, 2006, we acquired Austin
Consolidated Holdings, Inc., known as Austin-Tetra, for
$34.4 million in cash. Austin-Tetra is a provider of business-to-
business data management to the commercial market. They provide
companies and government agencies with information to help
them better understand existing customers, target new customers,
and effectively manage their vendors. This acquisition is part of
our long-term growth strategy, complementing our commercial
solutions operating segment. We fi nanced this acquisition through
borrowings under our long-term revolving credit facility. The
results of operations for this acquisition have been included in
the accompanying Consolidated Statements of Income from the
date of acquisition.
2005 Acquisitions. To broaden and further strengthen our enabling
technologies capabilities in our USCIS business, we acquired
APPRO Systems, Inc., or APPRO, on March 15, 2005. APPRO
provides automated credit risk management and fi nancial tech-
nologies for consumer, commercial and retail banking lending
operations. We paid a total of $91.5 million in cash to the stock-
holders and option holders of APPRO. The net cash impact to us
of the acquisition was $74.9 million after disposition of certain
assets. We fi nanced this acquisition through available cash and
$72.0 million in borrowings under an existing trade receivables-
backed revolving credit facility.
To enhance the marketing services capabilities of our USCIS
business and add to our enabling technology capabilities, on
August 29, 2005, we acquired BeNow, Inc., or BeNow, a provider
of leading-edge solutions to multichannel marketers. BeNow
combines database management and analytics to support customer