Business Combination

12 Months Ended

Dec. 31, 2014

Business Combination [Abstract]

Business Combination

(7) Business Combination

On January 10, 2014 (the “Closing Date”), the Company acquired all of the outstanding equity of BlueKite, LTD, for a total purchase price of $14.9 million. BlueKite, LTD is a Guatemala-based developer of solutions and applications for cross-border bill payment and mobile phone reload services. The purchase price was comprised of $8.9 million in cash, $2.2 million in immediate common stock equity, $2.3 million in contingent common stock equity issuable to selling non-employee stockholders of BlueKite, LTD and $1.5 million as a holdback amount for 18 months following the Closing Date to satisfy any unresolved claims that may arise.

The equity component of the transaction included $2.2 million of shares issued on the Closing Date and $2.3 million of additional shares issuable to the selling non-employee stockholders of BlueKite, LTD contingent upon certain selling employee stockholders remaining employed with the Company through a certain period. In the event that this condition is not satisfied, the shares issuable to the selling non-employee stockholders may be forfeited at the Company’s discretion. The fair value of the shares issuable to the selling non-employee stockholders ($2.3 million) was recorded as purchase consideration based on the closing trading price of the Company’s stock on the Closing Date. In addition to the $2.3 million described above, $0.2 million of shares are issuable to selling employee stockholders who are required to remain employed with the Company through a certain period. To the extent such employees remain employed with the Company, the fair value of these shares issuable to them ($0.2 million) is being recorded as compensation expense as the services are rendered.

In January 2015, in accordance with the terms of the Acquisition agreement, 50% of the contingent common stock equity was issued to selling stockholders.

The following table summarizes the allocation of the total purchase price and the fair value of net tangible and intangible assets acquired as a result of the Acquisition (in thousands):

Developed technology	$	5,700
Net tangible assets acquired		154
Goodwill		9,032
Total purchase price	$	14,886

The Company has included the effects of the Acquisition within the results of operations prospectively from the Closing Date. Pro forma financial information for this business combination has not been presented, as the effects are not material to the Company’s historical consolidated financial statements.

Goodwill, which is not deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the knowledgeable and experienced workforce of the acquired business and expected synergies at the time of the Acquisition.