Business Combination

On February 28, 2017, we completed our acquisition of all the membership interests of UniRush, LLC ("UniRush"), an online direct-to-consumer GPR card and corporate payroll card provider. The fair value of the total consideration in connection with the acquisition was approximately $163.7 million, which included cash and contingent consideration in the form of an earn-out. We financed the transaction with $142.2 million in cash, of which $95 million was raised from a combination of our Revolving Facility, as discussed in Note 10 — Note Payable, and subordinated notes payable of $20 million to the selling shareholders of UniRush. The subordinated notes were repaid during the three months ended March 31, 2017. The transaction terms include an earn-out equal to the greater of (i) a specified percentage of the revenue generated by the online direct-to-consumer GPR card portfolio for the five-year period following the closing or (ii) $20 million, payable quarterly over the five years.

The following table summarizes the fair value of consideration transferred:



	Consideration
	(In thousands)
Cash, including proceeds from notes payable	$	142,154
Fair value of contingent consideration	21,500
Total consideration	$	163,654

The allocation of the purchase price was as follows:



	February 28, 2017
	(In thousands)
Assets:
Cash and cash equivalents	$	656
Accounts receivable, net	5,745
Prepaid expenses and other assets	5,146
Property and equipment, net	4,233
Intangible assets	69,000
Goodwill	93,435
Total assets:	178,215

Liabilities:
Accounts payable	10,861
Other liabilities	3,700
Total liabilities:	14,561

Net assets acquired	$	163,654

Goodwill of approximately $93.4 million represents the excess of the purchase price over the estimated fair value of the underlying identifiable tangible and intangible assets acquired and liabilities assumed. The goodwill arises from the opportunity for synergies and economies of scale from the combined companies, and expanding our reach into the online direct-to-consumer and corporate payroll distribution channels. Although the goodwill will not be amortized for financial reporting purposes, it is anticipated that substantially all of the goodwill will be deductible for federal tax purposes over the statutory period of 15 years.

Intangible assets consist primarily of customer relationships and trade names of approximately $58.5 million and $5.5 million, respectively. The customer relationships will be amortized over its estimated useful life of 5-10 years and the trade names will be amortized over a period of 15 years.

Our acquisition of UniRush was accounted for under the acquisition method of accounting, with the operating results of UniRush included in our consolidated statements of operations beginning March 1, 2017. Transaction costs incurred in connection with the acquisition were not material.

Note 4—Business Combination (continued)

Unaudited pro forma financial information

The following unaudited pro forma summary financial results for the nine months ended September 30, 2017 present the consolidated results of operations as if the acquisition of UniRush had occurred as of January 1, 2016, after the effect of certain adjustments, including interest expense on the debt used to fund the purchase, amortization of certain identifiable intangible assets, income and expense items not attributable to ongoing operations and related tax effects. The unaudited pro forma condensed consolidated statements of operations does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. The pro forma results for the nine months ended September 30, 2017 have been presented for comparative purposes only and are not indicative of what would have occurred had the UniRush acquisition been made as of January 1, 2016, or of any potential results which may occur in the future.



	Nine Months Ended September 30,
	2018		2017
	(In thousands, except per share data)
			(Pro forma)
Net revenues	$	803,924	$	696,447
Net income attributable to common stock	$	104,431	$	66,026
Basic earnings per common share	$	2.01	$	1.31
Diluted earnings per common share	$	1.92	$	1.25
Basic weighted-average common shares issued and outstanding	52,046		50,330
Diluted weighted-average common shares issued and outstanding	54,437		52,788