Pro Forma Results of Combined Company Operations

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 and 2012 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 and 2012.


	Pro Forma Results of Operations for the Year Ended December 31,
	2013		2012
Total Revenues	$	1,027,422	$	1,017,681
Net Income		78,002		64,443
Income per share
Basic	$	0.66	$	0.56
Diluted	$	0.65	$	0.54

In connection with the acquisition, the Company recorded the following amounts based upon its purchase price allocation as of December 31, 2014. The purchase price allocation for ReD is considered preliminary and is subject to completion of valuations and other analyses.


(in thousands, except weighted average useful lives)	Weighted-Average Useful Lives	Retail Decisions
Current assets:
Cash and cash equivalents		$	795
Billed and accrued receivables, net			10,126
Deferred income taxes, net			250
Other current assets			9,932

Total current assets acquired			21,103

Noncurrent assets:
Property and equipment			3,354
Goodwill			135,643
Software	5-7 years		33,136
Customer relationships	18 years		50,480
Trademarks	5 years		3,980
Deferred income taxes			1,622
Other noncurrent assets			416

Total assets acquired			249,734

Current liabilities:
Accounts payable			4,624
Employee compensation			7,289
Other current liabilities			6,168

Total current liabilities acquired			18,081

Noncurrent liabilities:
Deferred income taxes			26,404
Other noncurrent liabilities			164

Total liabilities acquired			44,649

Net assets acquired		$	205,085

Preliminary Purchase Price Allocation

In connection with the 2013 acquisitions, the Company recorded the following amounts based upon its purchase price allocations as of December 31, 2014 (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			4,692		11,726		—
Other current assets			27,642		17,643		95

Total current assets acquired			61,063		58,693		615

Noncurrent assets:
Property and equipment			6,340		7,335		6
Goodwill			29,236		122,247		7,113
Software	10 years		26,125		62,215		—
Customer relationships	14 - 15 years		47,400		68,750		7,732
Trademarks	3 - 5 years		3,000		3,050		—
Other noncurrent assets			19,178		459		7

Total assets acquired			192,342		322,749		15,473

Current liabilities:
Accounts payable			9,414		15,394		341
Accrued employee compensation			15,006		10,549		261
Note payable			—		7,500		—
Other current liabilities			27,312		7,559		—

Total current liabilities acquired			51,732		41,002		602

Noncurrent liabilities:
Deferred income taxes, net			—		18,290		225
Other noncurrent liabilities acquired			828		3,339		439

Total liabilities acquired			52,560		62,631		1,266

Net assets acquired		$	139,782	$	260,118	$	14,207

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

Preliminary Purchase Price Allocation

In connection with the 2012 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