XML 96 R10.htm IDEA: XBRL DOCUMENT
v2.4.0.8

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2013
Business Combinations [Abstract] |
Acquisitions | 2. Acquisitions Fiscal 2013 Acquisitions In 2013, the Company completed three acquisitions at an aggregate cost of $378.1 million. Official Payments Holdings, Inc. On November 5, 2013, the Company completed the tender offer for Official Payments Holdings, Inc. (“OPAY”) and all its subsidiaries. The Company paid cash of $8.35 per share of common stock or approximately $139.8 million using funds on hand and $40 million drawn on the Revolving Credit Facility, which was repaid prior to year-end. As a leading provider of electronic bill payment solutions in the U.S., serving federal, state and local governments, municipal utilities, higher education institutions and charitable giving organizations, OPAY’s team, user base and vertical expertise make it an ideal match for the Company. The acquisition will further extend the Company’s presence in the Electronic Bill Presentment and Payment (“EBPP”) space, expanding its portfolio across key sectors including federal, state and local governments, municipal utilities, higher education institutions and charitable giving organizations. Each outstanding option to acquire OPAY common stock was canceled and terminated at the effective time of the acquisition and converted into the right to receive cash with respect to the number of shares of OPAY common stock that would have been issuable upon a net exercise of such option, assuming the market value of the OPAY common stock at the time of such exercise was equal to the $8.35 per common stock tender offer. Any outstanding option with a per share exercise price that was greater than or equal to such amount was cancelled and terminated and no payment was made with respect thereto. In addition, each OPAY restricted stock unit award outstanding immediately prior to the effective time of the tender offer was fully vested and cancelled, and each holder of such awards became entitled to receive the $8.35 per common stock tender offer for each share of OPAY common stock into which the vested portion of the awards would otherwise have been converted. The Company incurred approximately $1.2 million in transaction related expenses during the year ended December 31, 2013, including fees to the investment bank, legal and other professional fees, which are included in general and administrative expenses in the accompanying consolidated statement of income. OPAY contributed approximately $23.3 million in revenue and a less than $0.1 million in operating losses for the year ended December 31, 2013, which includes severance expense related to the integration activities. The consideration paid by the Company to complete the acquisition of OPAY has been allocated preliminarily to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this filing, including, but not limited to, property, intangible assets, and certain tax matters. Accordingly, the purchase price allocations are preliminary and are subject to future adjustments during the maximum one-year allocation period. Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. Online Resources Corporation On March 11, 2013, the Company completed the tender offer for Online Resources Corporation (“ORCC”) and all its subsidiaries. The Company paid cash of $3.85 per share of common stock for approximately $132.9 million and $127.2 million for the Series A-1 Convertible Preferred Stock for a total purchase price of $260.1 million (the “Merger”). The Company has included the financial results of ORCC in the consolidated financial statements from the date of acquisition. As a leading provider of online banking and full service bill pay solutions, the acquisition of ORCC adds EBPP solutions as a strategic part of ACI’s Universal Payments portfolio. It also strengthens the Company’s online banking capabilities with complementary technology, and expands the Company’s leadership in serving community banking and credit union customers. Each outstanding option to acquire ORCC common stock was canceled and terminated at the effective time of the Merger and converted into the right to receive an equivalent number of options to purchase ACI common stock. Each ORCC restricted stock unit was vested immediately prior to the effective time of the Merger and received $3.85 per share. The Company used funds from the $300.0 million of senior bank financing arranged through Wells Fargo Securities, LLC to fund the acquisition. See Note 4, Debt, for terms of the financing arrangement. The Company incurred approximately $5.4 million in transaction related expenses during the twelve months ended December 31, 2013, including fees to the investment bank, legal and other professional fees, which are included in general and administrative expenses in the accompanying statement of income. ORCC contributed approximately $120.8 million in revenue and $6.4 million in operating income for the year ended December 31, 2013, which includes severance expense related to the integration activities. The consideration paid by the Company to complete the Merger has been allocated preliminarily to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of purchase price is based upon certain external valuations and other analyses that have not been completed as of the date of this filing, including, but not limited to, certain tax matters. Accordingly, the purchase price allocations are preliminary and are subject to future adjustments during the maximum one-year allocation period. The Company made adjustments to the preliminary purchase price allocation as additional information became available to deferred income taxes, property and equipment, software, accounts payable, other current and noncurrent liabilities. These adjustments and any resulting adjustments to the statements of operations were not material to the Company’s previously reported operating results or financial position. Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced product capabilities, complementary products and customers. Profesionales en Transacciones Electronicas S.A. During the first quarter of 2013, the Company acquired 100% of Profesionales en Transacciones Electronicas S.A. – Venezuela (“PTESA-V”), 100% of Profesionales en Transacciones Electronicas S.A. – Ecuador (“PTESA-E”), and the ACI related assets of Profesionales en Transacciones Electronicas S.A. – Colombia (“PTESA-C”), collectively “PTESA”. The common stock of PTESA-E and PTESA-V were acquired for $2.8 million and the assets of PTESA-C were acquired for $11.4 million, for a total aggregate purchase price of $14.2 million paid in cash. The Company has included the financial results of PTESA in our consolidated financial statements from the date of acquisition. PTESA has been a long-term partner of the Company, serving customers in South America in sales, service and support functions. The addition of the PTESA team to the Company reinforces its commitment to serve the Latin American market. Factors contributing to the purchase price that resulted in the goodwill (approximately $1.5 million of which is not tax deductible) include the acquisition of management, sales, and services personnel with the skills to market and support products of the Company in the Latin America region. Pro forma results are not presented because they are not material. In connection with the acquisitions, the Company recorded the following amounts based upon its preliminary purchase price allocations during the year ended December 31, 2013, which are subject to completion of valuations and other analyses (in thousands, except weighted-average useful lives):
|  | Weighted-Average Useful Lives |  | Official Payments Holdings, Inc. |  |  | Online Resourses Corporation |  |  | PTESA |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  |  | $ | 25,871 |  |  | $ | 9,930 |  |  | $ | 193 |
Billed and accrued receivables, net |  |  |  |  | 2,858 |  |  |  | 19,394 |  |  |  | 327 |
Deferred income taxes, net |  |  |  |  | 2,644 |  |  |  | 11,222 |  |  |  | — |
Other current assets |  |  |  |  | 27,766 |  |  |  | 17,663 |  |  |  | 87 |
Total current assets acquired |  |  |  |  | 59,139 |  |  |  | 58,209 |  |  |  | 607 |
Noncurrent assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property and equipment |  |  |  |  | 8,141 |  |  |  | 7,335 |  |  |  | 6 |
Goodwill |  |  |  |  | 43,512 |  |  |  | 122,469 |  |  |  | 7,120 |
Software |  | 10 years |  |  | 20,000 |  |  |  | 62,215 |  |  |  | 7,732 |
Customer relationships |  | 14 -15 years |  |  | 47,500 |  |  |  | 68,750 |  |  |  | — |
Trademarks |  | 3 -5 years |  |  | 5,065 |  |  |  | 3,050 |  |  |  | — |
Other noncurrent assets |  |  |  |  | 6,791 |  |  |  | 2,058 |  |  |  | 7 |
Total assets acquired |  |  |  |  | 190,148 |  |  |  | 324,086 |  |  |  | 15,472 |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  |  |  | 8,572 |  |  |  | 15,393 |  |  |  | 341 |
Accrued employee compensation |  |  |  |  | 14,905 |  |  |  | 10,549 |  |  |  | 261 |
Note payable |  |  |  |  | — |  |  |  | 7,500 |  |  |  | — |
Other current liabilities |  |  |  |  | 26,061 |  |  |  | 7,259 |  |  |  | — |
Total current liabilities acquired |  |  |  |  | 49,538 |  |  |  | 40,701 |  |  |  | 602 |
Noncurrent liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred income taxes, net |  |  |  |  | — |  |  |  | 19,814 |  |  |  | 225 |
Other noncurrent liabilities acquired |  |  |  |  | 828 |  |  |  | 3,453 |  |  |  | 439 |
Total liabilities acquired |  |  |  |  | 50,366 |  |  |  | 63,968 |  |  |  | 1,266 |
Net assets acquired |  |  |  | $ | 139,782 |  |  | $ | 260,118 |  |  | $ | 14,206 |
Fiscal 2012 Acquisition In 2012, the Company completed three acquisitions at an aggregate cost of $641.7 million. Distra Pty Ltd On September 18, 2012, the Company closed the acquisition of 100% of Distra Pty Ltd (“Distra”). The Company has included the financial results of Distra in our consolidated financial statements from the date of acquisition. The Distra Universal Payments Platform delivers a fault-tolerant, Service-Oriented Architecture (SOA)-based payments platform that helps to significantly reduce the risk and cost of payments transformation without compromising security, performance, scalability and reliability. The integration of the Company’s and Distra’s technologies will enable financial institutions, processors and retailers to enhance the flexibility and performance of their existing payments infrastructure to address market needs, such as mobile, social channels and payment service hubs. In addition, this acquisition will enable the Company’s payment products to integrate more tightly with customers’ enterprise architectures, reducing their total cost of ownership. The aggregate purchase price of Distra was $49.8 million and was paid with existing cash balances. The consideration paid by the Company to complete the acquisition has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The allocation of purchase price is based upon certain external valuations and other analyses that have been completed as of the date of this filing. The Company made final adjustments to the preliminary purchase price allocation as additional information became available to deferred income taxes and other current liabilities. These adjustments and any resulting adjustments to the statements of operations were not material to the Company’s previously reported operating results or financial position. Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, technical, and services personnel with the skills to support products of the Company in addition to the enhanced focus on product innovation and enabling cross-selling opportunities when coupled with the Company’s suite of payments products. Pro forma results are not presented because they are not material. North Data Uruguay S.A. On May 24, 2012, the Company closed the acquisition of North Data Uruguay S.A. North Data had been a long-term partner of the Company, serving customers in South America in sales, service and support functions. The addition of the North Data team to the Company reinforces its commitment to serve the Latin American market. The aggregate purchase price of North Data was $4.6 million, which included cash acquired of $0.1 million. The consideration paid by the Company to complete the acquisition has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition, including $3.5 million of goodwill and $2.2 million of customer relationships with a weighted-average useful life of 12.6 years. Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and services personnel with the skills to market and support products of the Company in the Latin America region. Pro forma results are not presented because they are not material. S1 Corporation On February 10, 2012, the Company completed the exchange offer for S1 Corporation and all its subsidiaries. The acquisition was effectively closed on February 13, 2012 for approximately $368.7 million in cash and 5.9 million shares of the Company’s stock, including 95,500 shares reissued from Treasury stock, resulting in a total purchase price of $587.3 million (the “Merger”). The combination of the Company and S1 has created a leader in the global enterprise payments industry. The combined company has enhanced scale, breadth, and additional capabilities, as well as a complementary suite of products that will better serve the entire spectrum of financial institutions, processors and retailers. Under the terms of the transaction, S1 stockholders could elect to receive $10.00 in cash or 0.3148 shares of the Company’s stock for each S1 share they owned, subject to proration, such that in the aggregate 33.8% of S1 shares were exchanged for the Company’s shares and 66.2% were exchanged for cash. No S1 shareholders received fractional shares of the Company’s stock. Instead, the total number of shares that each holder of S1 common stock received was rounded down to the nearest whole number, and the Company paid cash for any resulting fractional share determined by multiplying the fraction by $34.14. Each outstanding option to acquire S1 common stock was canceled and terminated at the effective time of the Merger and converted into the right to receive the merger consideration with respect to the number of shares of S1 common stock that would have been issuable upon a net exercise of such option, assuming the market value of the S1 common stock at the time of such exercise was equal to the value of the merger consideration as of the close of trading on the day immediately prior to the effective date of the Merger. Any outstanding option with a per share exercise price that was greater than or equal to such amount was cancelled and terminated and no payment was made with respect thereto. In addition, each S1 restricted stock unit award outstanding immediately prior to the effective time of the Merger was fully vested and cancelled, and each holder of such awards became entitled to receive the Merger Consideration for each share of S1 common stock into which the vested portion of the awards would otherwise have been converted. Each S1 restricted stock award was vested immediately prior to the effective time of the Merger and was entitled to receive the Merger Consideration. Additionally, the Company had previously purchased 1,107,000 shares of S1 stock that were held as available-for-sale securities prior to the acquisition date. The fair value of those shares as of February 13, 2012, has been included in the total purchase price with the previously unrealized gain of approximately $1.6 million being recognized as a gain and included in other income (expense) in the statements of operations for the year ended December 31, 2012. The Company used $73.7 million of its cash balance for the acquisition in addition to $295.0 million of senior bank financing arranged through Wells Fargo Securities, LLC. See Note 4, Debt, for terms of the financing arrangement. The consideration paid by the Company to complete the acquisition has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. 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 |
The Company incurred approximately $6.1 million in transaction related expenses during the year ended December 31, 2012, including fees to the investment bank, legal and other professional fees, which are included in general and administrative expenses in the accompanying consolidated statement of income. The Company has included the financial results of S1 in its consolidated financial statements from the date of acquisition. S1 contributed an estimated $161.9 million in revenue during the year ended December 31, 2012. S1 had an estimated $6.9 million in operating losses for the year ended December 31, 2012, which includes non-recurring severance and accelerated share-based compensation expense related to the integration activities. Certain revenue and expenses have been estimated that are no longer separately identifiable due to integration activities. Factors contributing to the purchase price that resulted in the goodwill (which is not tax deductible) include the acquisition of management, sales, and technology personnel with the skills to market new and existing products of the Company, enhanced global product capabilities, and complementary products and customers. In connection with the acquisitions, the Company recorded the following amounts based upon its purchase price allocations during the year ended December 31, 2013 (in thousands, except weighted-average useful lives):
|  | Weighted-Average Useful Lives |  | S1 Corporation |  |  | Distra Pty Ltd |
Current assets: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  |  | $ | 97,748 |  |  | $ | 2 |
Billed and accrued receivables, net |  |  |  |  | 65,329 |  |  |  | 338 |
Other current assets |  |  |  |  | 16,791 |  |  |  | 1,152 |
Total current assets acquired |  |  |  |  | 179,868 |  |  |  | 1,492 |
Noncurrent assets: |  |  |  |  |  |  |  |  |  |
Property and equipment |  |  |  |  | 18,440 |  |  |  | 96 |
Goodwill |  |  |  |  | 256,244 |  |  |  | 21,307 |
Software |  | 5 - 10 years |  |  | 87,517 |  |  |  | 18,802 |
Customer relationships |  | 10 -20 years |  |  | 108,690 |  |  |  | 6,200 |
Trademarks |  | 3 years |  |  | 4,500 |  |  |  | — |
Covenant not to compete |  | 3 years |  |  | 360 |  |  |  | — |
Deferred income tax |  |  |  |  | 40,634 |  |  |  | 12,331 |
Other noncurrent assets |  |  |  |  | 11,004 |  |  |  | — |
Total assets acquired |  |  |  |  | 707,257 |  |  |  | 60,228 |
Current liabilities: |  |  |  |  |  |  |  |  |  |
Deferred revenue |  |  |  |  | 34,671 |  |  |  | 320 |
Accrued employee compensation |  |  |  |  | 34,689 |  |  |  | 1,205 |
Other current liabilities |  |  |  |  | 28,387 |  |  |  | 736 |
Total current liabilities acquired |  |  |  |  | 97,747 |  |  |  | 2,261 |
Noncurrent liabilities: |  |  |  |  |  |  |  |  |  |
Deferred income tax |  |  |  |  | 15,795 |  |  |  | 8,217 |
Other noncurrent liabilities acquired |  |  |  |  | 6,431 |  |  |  | — |
Total liabilities acquired |  |  |  |  | 119,973 |  |  |  | 10,478 |
Net assets acquired |  |  |  | $ | 587,284 |  |  | $ | 49,750 |
The pro forma financial information in the table below presents the combined results of operations for the Company, OPAY and ORCC as if the acquisitions 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 years ended December 31, 2013, 2012 and 2011 to give effect to estimated adjustments to expenses to remove the amortization on eliminated OPAY, 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 OPAY, 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 years ended December 31, 2013, 2012 and 2011.
|  | Pro Forma Results of Operations for the Year Ended December 31, |
|  | 2013 |  |  | 2012 |  |  | 2011 |
Total Revenues |  | $ | 1,027,422 |  |  | $ | 1,017,681 |  |  | $ | 722,210 |
Net Income |  |  | 78,002 |  |  |  | 64,443 |  |  |  | 46,221 |
Income per share |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 1.99 |  |  | $ | 1.67 |  |  | $ | 1.18 |
Diluted |  | $ | 1.95 |  |  | $ | 1.61 |  |  | $ | 1.15 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration