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

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

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

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