2. Acquisitions

PAY.ON

On November 4, 2015, the Company completed the acquisition of PAY.ON for $186.4 million in cash and stock. PAY.ON is a leader in eCommerce payments gateway solutions to payment service providers globally. Their advanced Software as a Service (“SaaS”) based solution complements and strengthens the Company’s Merchant Retail Omni-Channel Universal Payments offerings. The combined entities provide customers the ability to deliver a seamless omni-channel customer payment experience in store, mobile, and online.

Under the terms of the agreement, the Company acquired 100% of the equity of PAY.ON in a combination of cash and stock. The Company used approximately $181.0 million from its Revolving Credit Facility. See Note 4, Debt, for terms of the Credit Facility.

The purchase price of PAY.ON as of the date of the acquisition was comprised of (in thousands):


	Amount
Cash payments to PAY.ON shareholders	$	180,994
Issuance of ACI common stock		5,379

Total purchase price	$	186,373

The consideration paid by the Company to complete the acquisition has been allocated preliminarily to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of the purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this filing, including but not limited to property and equipment, accruals, and certain tax matters. Accordingly, the purchase price allocation is considered preliminary and is subject to future adjustments during the maximum one-year measurement period.

The Company incurred approximately $0.9 million in transaction related expenses during the year ended December 31, 2015, including fees to the investment bank, legal and other professional fees, which are included in general and administrative expenses in the accompanying consolidated financial statements.

Under the terms of the PAY.ON acquisition agreement, the Company issued 476,750 shares of ACI common stock to two key PAY.ON employees (“PAY.ON RSAs”) with a fair value of $11.3 million on the date of grant. The awards have requisite service periods of two years and vest in increments of 25% every six months from the date of the acquisition. The PAY.ON RSA grants provide for the payment of dividends on the Company’s common stock, if any, to the participant during the requisite service period (vesting period) and the participant has voting rights for each share of common stock. The Company recognizes compensation expense for the PAY.ON RSAs on a straight-line basis over the requisite service period.

PAY.ON contributed approximately $4.2 million in revenue and an operating loss of $3.3 million for the three months ended March 31, 2016. The consideration paid by the Company to complete the acquisition has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition.

In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation as of March 31, 2016. The purchase price allocation for PAY.ON is considered preliminary and is subject to completion of valuations and other analyses.


(in thousands, except weighted average useful lives)	Weighted- Average Useful Lives	PAY.ON
Current assets:
Cash and cash equivalents		$	1,627
Receivables, net of allowance			2,674
Other current assets			513

Total current assets acquired			4,814

Noncurrent assets:
Property and equipment			424
Goodwill			140,783
Software	5 years		34,213
Customer relationships	15 years		21,718
Trademarks	5 years		2,300
Other noncurrent assets			7

Total assets acquired			204,259

Current liabilities:
Accounts payable			1,090
Employee compensation			676
Other current liabilities			1,073

Total current liabilities acquired			2,839

Noncurrent liabilities:
Deferred income taxes			15,047

Total liabilities acquired			17,886

Net assets acquired		$	186,373

The Company made adjustments to the purchase price allocation as certain analysis was completed and additional information became available for receivables, other current assets, goodwill, customer relationships, trademarks, accounts payable, employee compensation, other current liabilities, and deferred income taxes. These adjustments and any resulting adjustments to the condensed consolidated statements of operations were not material to the Company’s previously reported operating results or financial position.

Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. Pro forma results for PAY.ON are not presented because they are not material.