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Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2013
ORCC |
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, 2013, 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 |  | $ | 9,930 |  |  |
Billed and accrued receivables, net |  |  | 19,394 |  |  |
Deferred income taxes, net |  |  | 18,224 |  |  |
Other current assets |  |  | 11,592 |  |  |
Total current assets acquired |  |  | 59,140 |  |  |
Noncurrent assets: |  |  |  |  |  |
Property and equipment |  |  | 8,175 |  |  |
Goodwill |  |  | 124,104 |  |  |
Software |  |  | 62,774 |  |  | 10 years
Customer relationships |  |  | 68,750 |  |  | 15 years
Trademarks |  |  | 3,050 |  |  | 5 years
Other noncurrent assets |  |  | 626 |  |  |
Total assets acquired |  |  | 326,619 |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable |  |  | 15,216 |  |  |
Accrued employee compensation |  |  | 10,549 |  |  |
Note payable |  |  | 7,500 |  |  |
Other current liabilities |  |  | 4,232 |  |  |
Total current liabilities acquired |  |  | 37,497 |  |  |
Noncurrent liabilities: |  |  |  |  |  |
Deferred income taxes, net |  |  | 24,125 |  |  |
Other noncurrent liabilities acquired |  |  | 3,508 |  |  |
Total liabilities acquired |  |  | 65,130 |  |  |
Net assets acquired |  | $ | 261,489 |  |  |
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 |  |  |
ORCC and S1 Corporation |
Pro Forma Results of Combined Company Operations | The pro forma financial information in the table below presents the combined results of operations for ACI and ORCC as if the acquisition had occurred January 1, 2012 and S1 as if the acquisition had occurred on 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 three and six months ended June 30, 2013 and 2012 to give effect to estimated adjustments to expenses to remove the amortization on eliminated ORCC and S1 historical identifiable intangible assets and added amortization expense for the value of identified intangibles acquired in the acquisitions (primarily acquired software, customer relationships, trade names, and covenants not to compete), adjustments to interest expense to reflect the elimination of preexisting ORCC and S1 debt and added estimated interest expense on the Company’s additional Term Credit Facility and Revolving Credit Facility borrowings and to eliminate share-based compensation expense for eliminated positions. Additionally, certain transaction expenses that are a direct result of the acquisitions have been excluded from the three and six months ended June 30, 2013 and 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, |
|  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |
Total Revenues |  | $ | 205,830 |  |  | $ | 199,864 |  |  | $ | 401,276 |  |  | $ | 411,546 |
Net income |  |  | 4,430 |  |  |  | 6,009 |  |  |  | 2,648 |  |  |  | 6,010 |
Income per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.11 |  |  | $ | 0.15 |  |  | $ | 0.07 |  |  | $ | 0.15 |
Diluted |  | $ | 0.11 |  |  | $ | 0.15 |  |  | $ | 0.07 |  |  | $ | 0.15 |

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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=25497992&loc=d3e1392-128463 + Details
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