Acquisitions (Tables)

9 Months Ended

Sep. 30, 2012

S1 Corporation

In connection with the acquisition, the Company recorded the following amounts based upon its preliminary purchase price allocation during the nine months ended September 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		19,933

Total current assets acquired		183,010

Noncurrent assets:
Property and equipment		18,440
Goodwill		265,986
Software		87,517		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		25,641

Total assets acquired		694,144

Current liabilities:
Deferred revenue		34,671
Accrued employee compensation		34,689
Other current liabilities		28,416

Total current liabilities acquired		97,776

Noncurrent liabilities acquired		9,084

Total liabilities acquired		106,860

Net assets acquired	$	587,284

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

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 nine months ended September 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 nine months ended September 30, 2012 and 2011.


	Pro Forma Results of Operations for the Three Months Ended September 30,				Pro Forma Results of Operations for the Nine Months Ended September 30,
	2012		2011		2012		2011
Total Revenues		159,944		173,688		489,775		512,762
Net Income		11,738		8,281		17,904		15,523

Income per share
Basic	$	0.30	$	0.21	$	0.47	$	0.39
Diluted	$	0.29	$	0.21	$	0.45	$	0.39

Distra

Preliminary Purchase Price Allocation

In connection with the acquisition, the Company recorded the following amounts based upon its preliminary purchase price allocation as of the date of the acquisition, which are subject to completion of the valuation and other analyses (in thousands, except weighted-average useful lives):


	Amount		Weighted-Average Useful Lives
Total current assets acquired:	$	1,412

Noncurrent assets:
Goodwill		20,166
Software		19,874		5 -10 years
Deferred income taxes, net		11,355
Other noncurrent assets		97

Total assets acquired		52,904

Current liabilities acquired:		3,154

Net assets acquired	$	49,750

- 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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