

4.	Business Acquisition

AOC

Effective October 18, 2017, the Company acquired certain assets and assumed certain liabilities of AOC, an industry leader in commercial payments technology. The acquisition of AOC, a longstanding technology provider for our virtual card product, will broaden our capabilities, increase our pool of employees with payments platform expertise and allow us to evolve with the needs of our customers and partners through the use of AOC’s payments processing technology platforms.

The Company purchased AOC for $129.8 million, which was funded with cash on hand and through borrowings under the 2016 Credit Agreement. The Company recorded adjustments to the assets acquired and liabilities assumed throughout the measurement period, which ended on September 30, 2018. The Company obtained information to assist in determining the fair values of certain assets acquired and liabilities assumed, resulting primarily in the recording of other intangible assets and goodwill. Goodwill is calculated as the consideration in excess of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including synergies derived from the acquisition. The goodwill and intangible assets recorded from this business combination were assigned to our Travel and Corporate Solutions segment. The Company assigned $21.6 million of the purchase price to an acquired processing platform that had not reached technological feasibility as of the date of acquisition. During the third quarter of 2018, the Company placed this asset into service. The goodwill recognized in this business combination will be deductible for income tax purposes.

The following is a summary of the allocation of the purchase price to the assets and liabilities acquired:



(In thousands)	As Reported December 31, 2017			Measurement Period Adjustments			Final September 30, 2018
Total consideration	$	129,828		$	—		$	129,828
Less:
Cash	15,546			—			15,546
Accounts receivable	4,171			100			4,271
Property and equipment	2,530			(1,329		)	1,201
Customer relationships ^(a)	15,000			200			15,200
Developed technologies ^(b)	24,100			—			24,100
Trademarks and trade names ^(c)	1,460			10			1,470
In-process research and development	—			21,600			21,600
Other liabilities	(685		)	(772		)	(1,457		)
Recorded goodwill	$	67,706		$	(19,809	)	$	47,897

^(a)Weighted average life – 9.0 years.

^(b) Weighted average life – 3.4 years.

^(c) Weighted average life – 4.3 years.

^{(a) (b) (c)}The weighted average life of these amortized intangible assets is 5.5 years.

Since the acquisition date, the operations of AOC contributed net revenues of approximately $6.7 million and net loss before taxes of approximately $0.6 million during the year ended December 31, 2017. No pro forma information has been included in these financial statements as the operations of AOC for the period that they were not part of the Company are not material to the Company’s revenues, net income and earnings per share.