Acquisitions (Tables) (S1 Corporation)

6 Months Ended

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

- 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.

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