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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2012
Distra Pty Ltd |
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: |  | $ | 1,857 |  |  |  |  |
Noncurrent assets: |  |  |  |  |  |  |  |
Goodwill |  |  | 22,139 |  |  |  |  |
Software |  |  | 18,802 |  |  |  | 7 years |
Customer relationships |  |  | 6,200 |  |  |  | 10 years |
Deferred income taxes |  |  | 4,075 |  |  |  |  |
Other noncurrent assets |  |  | 96 |  |  |  |  |
Total assets acquired |  |  | 53,169 |  |  |  |  |
Current liabilities acquired |  |  | 3,419 |  |  |  |  |
Net assets acquired |  | $ | 49,750 |  |  |  |  |
S1 Corporation |
Preliminary Purchase Price Allocation | In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation during the year ended December 31, 2012 (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 |  |  | 16,791 |  |  |  |  |
Total current assets acquired |  |  | 179,868 |  |  |  |  |
Noncurrent assets: |  |  |  |  |  |  |  |
Property and equipment |  |  | 18,440 |  |  |  |  |
Goodwill |  |  | 256,244 |  |  |  |  |
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 |
Deferred income tax |  |  | 40,634 |  |  |  |  |
Other noncurrent assets |  |  | 11,004 |  |  |  |  |
Total assets acquired |  |  | 707,257 |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Deferred revenue |  |  | 34,671 |  |  |  |  |
Accrued employee compensation |  |  | 34,689 |  |  |  |  |
Other current liabilities |  |  | 28,387 |  |  |  |  |
Total current liabilities acquired |  |  | 97,747 |  |  |  |  |
Noncurrent liabilities: |  |  |  |  |  |  |  |
Deferred income tax |  |  | 15,795 |  |  |  |  |
Other noncurrent liabilities acquired |  |  | 6,431 |  |  |  |  |
Total liabilities acquired |  |  | 119,973 |  |  |  |  |
Net assets acquired |  | $ | 587,284 |  |  |  |  |
Purchase Price of S One 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 for the years ended December 31, 2012and 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 year ended December 31, 2012 and 2011.
|  | Pro Forma Results of Operations for the Year Ended December 31, |
|  | 2012 |  |  | 2011 |
Total Revenues |  | $ | 717,505 |  |  | $ | 722,210 |
Net Income |  |  | 72,810 |  |  |  | 46,221 |
Income per share |  |  |  |  |  |  |  |
Basic |  | $ | 1.88 |  |  | $ | 1.18 |
Diluted |  | $ | 1.82 |  |  | $ | 1.15 |
ISD Corporation |
Preliminary Purchase Price Allocation | In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation during the year ended December 31, 2011 (in thousands, except weighted-average useful lives):
|  | Amount |  |  | Weighted-Average Useful Lives |
Cash |  | $ | 2,375 |  |  |  |  |
Accounts Receivable |  |  | 2,030 |  |  |  |  |
Other current assets |  |  | 958 |  |  |  |  |
Total current assets acquired |  |  | 5,363 |  |  |  |  |
Noncurrent assets: |  |  |  |  |  |  |  |
Property and equipment |  |  | 519 |  |  |  |  |
Goodwill |  |  | 11,380 |  |  |  |  |
Software |  |  | 2,338 |  |  |  | 5 years |
Customer relationships |  |  | 4,059 |  |  |  | 9 years |
Trade name |  |  | 247 |  |  |  | 5 years |
Total assets acquired |  |  | 23,906 |  |  |  |  |
Current liabilities acquired |  |  | (4,681 | ) |  |  |  |
Net assets acquired |  | $ | 19,225 |  |  |  |  |

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