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, ORCC and OPAY as if both acquisitions had occurred January 1, 2012 (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 nine months ended September 30, 2013 to give effect to estimated adjustments to expenses to remove the amortization on eliminated OPAY and ORCC historical identifiable intangible assets and add 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 and ORCC debt and add estimated interest expense on the Company’s additional Term 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 nine months ended September 30, 2013.


(in thousands, except per share data)	Pro Forma Results of Operations for the three Months Ended		Pro Forma Results of Operations for the Nine Months Ended
	September 30, 2013		September 30, 2013
Total Revenues	$	247,046	$	728,510
Net Income		18,135		20,303

Income per share
Basic	$	0.15	$	0.17
Diluted	$	0.15	$	0.17

In connection with the acquisitions, the Company recorded the following amounts based upon its purchase price allocation as of September 30, 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			10,800
Deferred income taxes, net			140
Other current assets			9,479

Total current assets acquired			21,214

Noncurrent assets:
Property and equipment			2,362
Goodwill			155,597
Software	5-7 years		21,215
Customer relationships	18 years		36,260
Trademarks	5 years		3,820
Deferred income taxes			1,622
Other noncurrent assets			416

Total assets acquired			242,506

Current liabilities:
Accounts payable			4,624
Employee compensation			7,582
Other current liabilities			5,842

Total current liabilities acquired			18,048

Noncurrent liabilities:
Deferred income taxes			17,552
Other noncurrent liabilities			1,821

Total liabilities acquired			37,421

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 September 30, 2014. The purchase price allocation for OPAY is considered preliminary and is subject to completion of valuations and other analyses.


(in thousands, except weighted average useful lives)	Weighted-Average Useful Lives	Official Payments Holdings, Inc.		Online Resources 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			4,034		11,726		—
Other current assets			27,779		17,643		95

Total current assets acquired			60,542		58,693		615

Noncurrent assets:
Property and equipment			6,340		7,335		6
Goodwill			39,301		122,247		7,113
Software	10 years		26,125		62,215		7,732
Customer relationships	14 -15 years		47,400		68,750		—
Trademarks	3 - 5 years		3,000		3,050		—
Other noncurrent assets			7,818		459		7

Total assets acquired			190,526		322,749		15,473

Current liabilities:
Accounts payable			8,932		15,394		341
Employee compensation			15,006		10,549		261
Note payable			—		7,500		—
Other current liabilities			25,978		7,559		—

Total current liabilities acquired			49,916		41,002		602

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

Total liabilities acquired			50,744		62,631		1,266

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