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Acquisitions (Tables) (S1 Corporation) | 6 Months Ended
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Jun. 30, 2012
S1 Corporation |
Purchase Price of S1 Corporation's Common Stock | The purchase price of S1 Corporation’s common stock as of the date of acquisition was comprised of (in thousands):
|  | Amount |
Cash payments to S1 shareholders |  | $ | 365,918 |
Issuance of ACI common stock |  |  | 204,857 |
Reissuance of treasury stock |  |  | 2,174 |
Cash payments for noncompete agreements |  |  | 2,778 |
S1 shares previously held as available-for-sale securities |  |  | 11,557 |
Total Purchase Price |  | $ | 587,284 |
Preliminary Purchase Price Allocation | In connection with the acquisition, the Company recorded the following amounts based upon its preliminary purchase price allocation during the six months ended June 30, 2012, which are subject to completion of the valuation and other analyses (in thousands, except weighted-average useful lives):
|  | Amount |  |  | Weighted-Average Useful Lives |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 97,748 |  |  |  |  |
Billed and accrued receivables, net |  |  | 65,329 |  |  |  |  |
Other current assets |  |  | 19,752 |  |  |  |  |
Total current assets acquired |  |  | 182,829 |  |  |  |  |
Noncurrent assets: |  |  |  |  |  |  |  |
Property and equipment |  |  | 19,326 |  |  |  |  |
Goodwill |  |  | 263,704 |  |  |  |  |
Software |  |  | 87,538 |  |  |  | 5 - 10 years |
Customer relationships |  |  | 108,690 |  |  |  | 10 - 20 years |
Trademarks |  |  | 4,500 |  |  |  | 3 years |
Covenant not to compete |  |  | 360 |  |  |  | 3 years |
Other noncurrent assets |  |  | 26,096 |  |  |  |  |
Total assets acquired |  |  | 693,043 |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Deferred revenue |  |  | 34,341 |  |  |  |  |
Accrued employee compensation |  |  | 34,689 |  |  |  |  |
Other current liabilities |  |  | 26,867 |  |  |  |  |
Total current liabilities acquired |  |  | 95,897 |  |  |  |  |
Noncurrent liabilities acquired |  |  | 9,862 |  |  |  |  |
Total liabilities acquired |  |  | 105,759 |  |  |  |  |
Net assets acquired |  | $ | 587,284 |  |  |  |  |
Pro Forma Results of Combined Company Operations | The pro forma financial information in the table below presents the combined historical results of the combined Company as if the acquisition had occurred January 1, 2011 (in thousands, except per share data). The pro forma information is shown for illustrative purposes only and is not necessarily indicative of future results of operations of the Company or results of operations of the Company that would have actually occurred had the transactions been in effect for the periods presented. This pro forma information is not intended to represent or be indicative of actual results had the acquisition occurred as of the beginning of each period, nor is it necessarily indicative of future results and does not reflect potential synergies, integration costs, or other such costs or savings. Certain pro forma adjustments have been made to net income (loss) for three months and six months ended June 30, 2012 and 2011 to give effect to estimated adjustments to expenses to remove the amortization on eliminated S1 historical identifiable intangible assets and added amortization expense for the value of identified intangibles acquired in the acquisition (primarily acquired software, customer relationships, trade names, and covenants not to compete), adjustments to interest expense to reflect the elimination of preexisting S1 debt and added estimated interest expense on the Company’s Term Credit Facility and additional borrowings on the Revolving Credit Facility and to eliminate share-based compensation expense for eliminated positions. Additionally, certain one-time transaction expenses that are a direct result of the acquisition have been excluded from the three months and six months ended June 30, 2012.
|  | Pro Forma Results of Operations for the Three Months Ended June 30, |  |  | Pro Forma Results of Operations for the Six Months Ended June 30, |
|  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |
Total Revenues |  |  | 159,441 |  |  |  | 176,691 |  |  |  | 329,831 |  |  |  | 339,074 |
Net Income |  |  | 6,550 |  |  |  | 8,342 |  |  |  | 6,166 |  |  |  | 7,242 |
Income per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.17 |  |  | $ | 0.21 |  |  | $ | 0.16 |  |  | $ | 0.18 |
Diluted |  | $ | 0.16 |  |  | $ | 0.21 |  |  | $ | 0.15 |  |  | $ | 0.18 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 54 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 55 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph 68 -Subparagraph r(2, 3) -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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