Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Summary of significant accounting policies | ' |
Use of estimates | ' |
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Use of estimates |
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The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. |
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On an on-going basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, recoverability of goodwill, intangibles and other long-lived assets, and other assets and liabilities; the useful lives of intangible assets, property and equipment, capitalized software development costs; assumptions used to calculate stock-based compensation expense including volatility, expected life and forfeiture rate; and income taxes (including recoverability of deferred taxes), among others. The Company bases its estimates on historical experience and on other various assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
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Revenue recognition | ' |
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Revenue recognition |
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The Company derives revenue principally through fees earned under fixed contractual arrangements with customers who use our international payment and multi-currency processing services. The Company has two revenue streams: |
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Multi-currency processing services revenue |
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Multi-currency processing services revenue is the foreign currency transaction fee earned on processing and converting of a credit or debit card transaction from one currency into another currency. Multi-currency transaction processing services revenue is recognized upon settlement of the transaction. |
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Payment processing services revenue |
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The Company follows the requirements of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") topic 605-45 Revenue Recognition—Principal Agent Consideration, in determining its payment processing services revenue reporting. Generally, where the Company has merchant portability, credit risk and ultimate responsibility for the merchant, revenue is reported at the time of settlement on a gross basis equal to the full amount of the discount charged to the merchant. This amount may include interchange paid to card issuing banks and assessments paid to payment card associations. |
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Payment processing services revenue is transaction based and priced either as a fixed fee per transaction or calculated based on a percentage of the transaction value. The fees are charged for processing services provided in facilitating the sale of goods and services by means of credit, debit and prepaid cards and other electronic payments and do not include the gross sales price paid by the ultimate buyer. Payment processing services revenue is recognized upon settlement of the transaction. |
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Our revenue is presented net of a provision for sales credits, which is estimated based on historical results and established in the period in which services are provided. As of the periods presented, there were no such provisions. |
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Cash and cash equivalents | ' |
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Cash and cash equivalents |
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Cash and cash equivalents consist of cash and highly liquid investments purchased with original maturity of three months or less. |
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Restricted cash | ' |
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Restricted cash |
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Restricted cash is primarily held by either processing partners where the Company holds a share of underwriting risk and for other potential liabilities under processing or by the Company on behalf of an automated clearing house, or ACH, transaction processing customer. The long-term portion of restricted cash is contractually required to be held by some of the Company's processing partners and will remain restricted as long as the associated contracts are effective. As such, the Company classifies these portions as long-term. |
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Translation of non-U.S. currencies | ' |
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Translation of non-U.S. currencies |
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The translation of assets and liabilities denominated in foreign currency into U.S. Dollars is made at the prevailing rate of exchange at the balance sheet date. Revenue and expenses are translated at the average exchange rates during the period. Translation adjustments are reflected in accumulated other comprehensive income (loss) on our consolidated balance sheets, while gains and losses resulting from foreign currency transactions are included in our consolidated statements of operations. Amounts resulting from foreign currency transactions included in our statement of operations were $0.1 million for the year ended December 31, 2013 and were not material for the two years ended December 31, 2012. |
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Allowance for doubtful accounts | ' |
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Allowance for doubtful accounts |
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The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments due to the Company. The amount of the allowance is based on historical experience and our analysis of the accounts receivable balance outstanding. While credit losses have historically been within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, additional allowances may be required which would result in an additional expense in the period that this determination was made. As of December 31, 2013 and 2012, the Company has included an allowance for doubtful accounts of approximately $0.2 million and $1.5 million, respectively. As of December 31, 2013 the Company wrote-off a previously fully reserved trade receivable in the amount of $1.4 million. |
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Property, equipment and depreciation | ' |
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Property, equipment and depreciation |
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Property and equipment are stated at cost less accumulated depreciation, which is provided for by charges to income over the estimated useful lives of the assets using the straight-line method. Maintenance and repairs, which do not improve or extend the useful life of the respective asset, are charged to operating expenses as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to income. |
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Software development costs and amortization | ' |
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Software development costs and amortization |
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The Company capitalizes costs of materials, consultants and payroll and payroll-related costs incurred by employees involved in developing internal use computer software during the application development stage. Costs incurred during the preliminary project and post-implementation stages are charged to processing and service costs, which are included in cost of revenue as incurred. Software development costs are amortized to processing and service costs, which are included in cost of revenue on a straight-line basis over estimated useful lives of approximately three to five years. The Company performs periodic reviews to ensure that unamortized software costs remain recoverable from future cash flows. Capitalized software development costs, net, were $4.9 million and $4.8 million as of December 31, 2013 and 2012, respectively. Amortization expense totaled $1.6 million, $1.7 million and $1.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
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Goodwill, intangibles and long-lived assets | ' |
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Goodwill, intangibles and long-lived assets |
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The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired. Other acquired intangible assets, which primarily include identifiable acquired technology, are being amortized on a straight-line basis over five years, which approximates the pattern in which the assets are expected to be utilized, over their estimated useful lives. |
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The Company performs reviews to determine if the carrying value of its goodwill is impaired. The Company reviews goodwill for impairment at least annually during the fourth quarter, or more frequently if an event occurs indicating the potential for impairment. The Company reviews goodwill for impairment utilizing either a qualitative assessment or a two-step process. If the Company decides that it is appropriate to perform a qualitative assessment and conclude that the fair value of a reporting unit more likely than not exceeds its carrying value, no further evaluation is necessary. For reporting units where the Company performs the two-step process, the first step requires us to estimate the fair value of each reporting unit and compare that fair value to the respective carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired and no further evaluation is necessary. If the carrying value is higher than the estimated fair value, there is an indication that impairment may exist and the second step is required. In the second step, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized as an impairment charge. |
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For reporting units where the Company decides to perform a qualitative assessment, management assesses and makes judgments regarding a variety of factors which potentially impact the fair value of a reporting unit, including general economic conditions, industry and market-specific conditions, customer behavior, cost factors, our financial performance and trends, our strategies and business plans, capital requirements, management and personnel issues, and the Company's stock price, among others. Management then considers the totality of these and other factors, placing more weight on the events and circumstances that are judged to most affect a reporting unit's fair value or the carrying amount of its net assets, to reach a qualitative conclusion regarding whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. |
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For reporting units where the Company performs the two-step process, it may utilize a combination of the following approaches to assess fair value: (a) an income based approach, using projected discounted cash flows, (b) a market based approach, using multiples of comparable companies, and (c) a transaction based approach, using multiples for recent acquisitions of similar businesses made in the marketplace. |
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The Company's estimate of fair value of each reporting unit may be based on a number of subjective factors, including: (a) appropriate consideration of valuation approaches (income approach, comparable public company approach, and comparable transaction approach), (b) estimates of future cost structure, (c) discount rates for estimated cash flows, (d) selection of peer group companies for the public company and the market transaction approaches, (e) required levels of working capital, (f) assumed terminal value, and (g) time horizon of cash flow forecasts. |
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The entire goodwill balance as of December 31, 2013 is attributable to the acquisition of Branded Payment Solutions Ltd (BPS). The Company did not record any impairment of goodwill for the three years ended December 31, 2013, 2012 and 2011. |
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The Company evaluates long-lived assets, including property and equipment, capitalized software and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be separately identified. Long-lived asset impairments are assessed whenever changes in circumstances could indicate that the carrying amounts of those productive assets exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related asset group is written down to its estimated fair market value. The determination of future cash flows and the estimated fair value of long-lived assets, involve significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third party to assist with the valuation. The Company did not record any impairment of long-lived assets for the years ended December 31, 2013, 2012 and 2011. |
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The Company's process for assessing potential triggering events may include, but is not limited to, analysis of the following: |
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any sustained decline in the Company's stock price below book value; |
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results of the Company's goodwill impairment test; |
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sales and operating trends affecting products and groupings; |
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the impact of current and future operating results; |
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any losses of key acquired customer relationships; and |
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changes to or obsolescence of acquired technology, data, and trademarks. |
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The Company also evaluates the remaining useful life of its long-lived assets on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period. |
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Deferred initial public offering ("IPO") costs | ' |
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Deferred initial public offering ("IPO") costs |
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In connection with the preparation of the financial statements as of and for the periods ended September 30, 2012, the Company determined that it was likely that its IPO would be postponed for a period in excess of 90 days and as a result deemed it to be an aborted offering in accordance with the guidance set forth in ASC 340-10-S99-1. During the three months ending September 30, 2012, the Company expensed previously deferred IPO costs of $2.3 million associated with our registration statement on Form S-1 as well as any IPO costs incurred in the third quarter to selling, general and administrative expenses. The total amount of the third quarter 2012 expense was $2.6 million. |
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Due to merchants | ' |
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Due to merchants |
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Due to merchants represents funds collected on behalf of all the Company's acquired merchants using the iPAY gateway ACH product or funds collected on behalf of directly acquired merchants as security deposits. The ACH funds are generally held for an average of three days before payment to the merchant. |
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Income taxes | ' |
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Income taxes |
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The Company accounts for income taxes on the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in results of operations in the period during which the tax change occurs. The Company's operations are conducted in various geographies with different tax rates. As the Company's operations evolve this may impact the Company's future effective tax rate. |
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The Company assesses whether it is necessary to establish a valuation allowance to reduce the deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company's process includes evaluating both positive (for example, sources of taxable income) and negative (for example, historical losses) evidence and determining whether it is more likely than not that the deferred tax assets will not be realized. |
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ASC topic 740-10, Income Taxes, prescribes a comprehensive model for how companies should recognize, measure, present, and disclose uncertain tax positions taken or expected to be taken on a tax return. The company shall initially and subsequently measure such tax positions as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. The Company has reviewed and evaluated the relevant technical merits of each of its tax positions, for all periods presented, and determined that there are no uncertain tax positions that would have a material impact on the financial statements of the Company. |
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Concentration of credit risk | ' |
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Concentration of credit risk |
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The Company's assets that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and receivables from clients. The Company places its cash, cash equivalents, and restricted cash with financial banking institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. The Company also maintains cash balances at foreign banking institutions, which are not insured by the FDIC. As of December 31, 2013 and 2012, the Company's uninsured cash balances totaled $5.8 million and $5.3 million, respectively. |
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The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and perform ongoing credit evaluations of customers' financial condition. |
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The Company's accounts receivable concentrations of 10% and greater are as follows: |
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| | As of | | | | | | | |
December 31, | | | | | | |
| | 2013 | | 2012 | | | | | | | |
Customer A | | | 22 | % | | 26 | % | | | | | | |
Customer B* | | | ** | | | 14 | | | | | | | |
Customer C | | | 13 | | | 11 | | | | | | | |
Customer D* | | | 12 | | | ** | | | | | | | |
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Customers B and D are sponsoring banks for certain merchants within the Company's payment processing services. Customers B and D serve as an aggregator of merchant transactions and therefore, there is a concentration risk relating to receivables. However, revenues are generated from individual merchants that individually do not exceed 10% of the Company's revenue. |
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Less than 10% accounts receivable concentration. |
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The Company's revenue concentrations of 10% and greater are as follows: |
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| | Year ended | | | | |
December 31, | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Customer A | | | 21 | % | | 23 | % | | 28 | % | | | |
Customer C | | | 12 | | | 17 | | | 12 | | | | |
Net income (loss) per share | ' |
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Net income (loss) per share |
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The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share ("ASC topic 260"). Under ASC topic 260, securities that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities and should be included in the two-class method of computing earnings per share. The Company's preferred stockholders are entitled to participate in dividends and earnings when, and if, dividends are declared on the common stock. As such, the Company calculates net income (loss) per share using the two-class method. The two-class method is an earnings formula that treats a participating security as having rights to dividends that otherwise would have been available to common and preferred stockholders based on their respective rights to receive dividends. Losses are not allocated to the preferred stockholders for computing net loss per share under the two-class method because the preferred stockholders do not have contractual obligations to share in the losses of the Company. |
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Basic earnings per share is calculated by dividing net income (loss), adjusted for amounts allocated to participating securities under the two-class method, if applicable, by the weighted average number of common stock outstanding during the period. |
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Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of shares of the Company's common stock outstanding, assuming dilution, during the period. The diluted earnings per share calculation assumes (i) all stock options and warrants which are in the money are exercised at the beginning of the period and (ii) each issue or series of issues of potential common stock are considered in sequence from the most dilutive to the least dilutive. That is, dilutive potential common stock with the lowest "earnings add-back per incremental share" shall be included in dilutive earnings per share before those with higher earnings add back per incremental share. |
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The following table sets forth the computation of basic and diluted net income (loss) per share: |
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| | Year ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Numerator: | | | | | | | | | | | | | |
Net income (loss) | | $ | 22,006 | | $ | (4,452,305 | ) | $ | 2,384,729 | | | | |
Amounts allocated to participating preferred stockholders under the two-class method | | | (2,507 | ) | | — | | | (283,154 | ) | | | |
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Net income (loss) applicable to common stockholders (basic and dilutive) | | $ | 19,499 | | $ | (4,452,305 | ) | $ | 2,101,575 | | | | |
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Denominator: | | | | | | | | | | | | | |
Weighted average common stock outstanding (basic) | | | 52,943,203 | | | 52,187,144 | | | 49,348,033 | | | | |
Common equivalent shares from options and warrants to purchase common stock | | | 1,522,082 | | | — | | | 2,819,459 | | | | |
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Weighted average common stock outstanding (diluted)(1) | | | 54,465,285 | | | 52,187,144 | | | 52,167,492 | | | | |
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Basic net income (loss) per share applicable to common stockholders | | $ | 0 | | $ | (0.09 | ) | $ | 0.04 | | | | |
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Diluted net income (loss) per share applicable to common stockholders(1) | | $ | 0 | | $ | (0.09 | ) | $ | 0.04 | | | | |
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In accordance with ASC 260-10-45-48 for the year ended December 31, 2013, 2012 and 2011, the Company has excluded 1.6 million, 0.9 million and 0.9 million, respectively, contingently issued restricted shares from diluted weighted average common stock outstanding as the contingencies (a) have not been satisfied at the reporting date nor (b) would have been satisfied if the reporting date was at the end of the contingency period. |
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The following table sets forth the weighted securities outstanding that have been excluded from the diluted net income (loss) per share calculation because the effect would have been anti-dilutive: |
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| | Year ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Stock options | | | 2,458,471 | | | 8,528,816 | | | 170,543 | | | | |
Warrants | | | 85,629 | | | 2,055,722 | | | 182,539 | | | | |
Convertible debt(1) | | | — | | | — | | | 1,316,071 | | | | |
Convertible preferred stock(1) | | | 6,851,144 | | | 6,851,144 | | | 6,851,144 | | | | |
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Total antidilutive securities | | | 9,395,244 | | | 17,435,682 | | | 8,520,297 | | | | |
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Diluted net income per share increases when the convertible debt and convertible preferred stock are included in the required sequence in the diluted earnings per share computation. As such both the convertible debt and convertible preferred stock are excluded from the computation of diluted earnings per share for the years ended December 31, 2013, 2012 and 2011. In April 2011, the convertible debt holders converted their entire holdings. |
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Stock-based compensation expense and assumptions | ' |
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Stock-based compensation expense and assumptions |
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During the year ended December 31, 2013, 0.9 million stock options with a fair value of $1.0 million were granted to certain employees of the Company. The actual number of shares that will be issued upon exercise of options is subject to the achievement of vesting conditions. |
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During the year ended December 31, 2013, 0.9 million restricted stock awards with an award fair value of $1.9 million were granted to certain employees and members of the Company's Board of Directors. The actual number of vested shares is subject to the achievement of certain performance targets and/or other vesting conditions. |
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Refer to sub-section "Long-term incentive restricted stock agreements assumptions and vesting requirements" for information regarding a separate award granted to Carl Williams at the time he was appointed President of the Company on November 15, 2013. |
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Stock-based compensation expense is measured at the grant date based on fair value and recognized as an expense over the requisite service period, net of an estimated forfeiture rate. |
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The following summarizes stock-based compensation expense recognized by income statement classification: |
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| | Year ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Processing and service costs | | $ | 238,101 | | $ | 262,775 | | $ | 135,444 | | | | |
Selling, general and administrative expenses | | | 989,268 | | | 872,272 | | | 435,366 | | | | |
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Total stock-based compensation expense | | $ | 1,227,369 | | $ | 1,135,047 | | $ | 570,810 | | | | |
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The following summarizes stock-based compensation expense recognized by type: |
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| | Year ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Stock options | | $ | 983,810 | | $ | 1,135,047 | | $ | 555,882 | | | | |
Restricted stock awards | | | 243,559 | | | — | | | — | | | | |
Warrants | | | — | | | — | | | 14,928 | | | | |
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Total stock-based compensation expense | | $ | 1,227,369 | | $ | 1,135,047 | | $ | 570,810 | | | | |
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For the years ended December 31, 2013 and 2012, stock-based compensation expense included $0.1 million of capitalized stock-based compensation. Capitalized stock-based compensation for 2011 was immaterial. |
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A summary of the unamortized stock-based compensation expense and associated weighted average remaining amortization periods is presented below: |
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| | As of | | As of | |
December 31, 2013 | December 31, 2012 |
| | Unamortized | | Weighted | | Unamortized | | Weighted | |
stock-based | average remaining | stock-based | average remaining |
compensation | amortization period | compensation | amortization period |
expense | (in years) | expense | (in years) |
Stock options | | $ | 1,263,133 | | | 1.79 | | $ | 1,383,725 | | | 1.8 | |
Restricted stock awards | | | 1,624,187 | | | 2.05 | | | — | | | — | |
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Stock-based compensation expense assumptions and vesting requirements |
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Determining the appropriate fair value model and calculating the fair value of stock-based awards require the input of highly subjective assumptions, including the expected life, expected stock price volatility, and the number of expected stock-based awards that will be forfeited prior to the completion of the vesting requirements. The Company uses the Black-Scholes Option Pricing Model and binomial lattice-based valuation pricing models to value its stock-based awards. |
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Expected life |
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Due to the Company's limited public company history, the expected life for the Company's stock-based awards granted was determined based on the "simplified" method under the provisions of ASC 718-10, Compensation—Stock Compensation. |
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Expected stock price volatility |
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Due to the Company's limited public company history, expected stock price volatility prior to December 31, 2011 was determined based upon the expected volatility of similar entities whose shares are publicly traded and have trading history commensurate with the expected life. |
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For stock-based awards granted after January 1, 2012, the Company began estimating its expected volatility using a time-weighted average of its historical volatility in combination with the historical volatility of similar entities whose common shares are publicly traded. |
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Risk-free interest rate and dividend yield |
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The risk-free interest rates used for the Company's stock-based awards granted were the U.S. Treasury zero-coupon rates for bonds matching the expected life of a stock-based award on the date of grant. |
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The expected dividend yield is not applicable as the Company has not paid any dividends and intends to retain any future earnings for use in its business. |
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Vesting requirements |
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Options granted to employees generally vest 1/3rd of the amount of shares subject to each option on each 12-month anniversary from the vesting commencement date over a three year period and expire ten years from the grant date. |
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Restricted stock awards are earned upon the achievement of certain performance targets and/or other vesting conditions. |
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A director's annual grant vests and becomes exercisable as to 1/12th of the shares each month from the vesting commencement date. A director's initial grant vests and becomes exercisable as to 1/3rd of the shares on the 12-month anniversary from the vesting commencement date and then 1/36th of the shares each month thereafter, such that the grant vests in full after three years. All directors' options expire ten years from the grant date. |
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The Company's 2000 Stock Incentive Plan allows for acceleration of the vesting of outstanding options granted upon the occurrence of certain events related to change of control, merger, and the sale of substantially all of our assets or liquidation of the company, at the discretion of the Company's Board of Directors. The Company's 2006 Equity Incentive Plan provides that if outstanding options are not assumed or replaced by a successor corporation, options shall immediately vest as to 100% of the shares at such time and on such conditions as the Company's Board of Directors shall determine. The Company's 2012 Equity Incentive Plan provides that if outstanding options are not assumed or replaced by successor corporations options shall immediately vest as to 100% of the shares (and any applicable right of repurchase shall fully lapse prior to relevant event). |
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Fair value inputs |
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The fair market value of each stock based award granted has been estimated on the grant date using the Black-Scholes Option Pricing Model with the following assumptions: |
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| | Year ended December 31, | | | | |
| | 2013 | | 2012 | | 2011 | | | | |
Expected life (in years) | | | 5.51 - 5.98 | | | 5.25 - 6.00 | | | 5.00 - 6.32 | | | | |
Expected volatility (percentage) | | | 40.74 - 42.41 | | | 45.13 - 47.36 | | | 27.80 - 36.68 | | | | |
Risk-free interest rate (percentage) | | | 0.94 - 1.77 | | | 0.91 - 1.39 | | | 1.58 - 2.72 | | | | |
Expected dividend yield | | | — | | | — | | | — | | | | |
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For all option grants the Company's Board of Directors set the exercise price of stock options based on a price per share not less than the fair value of our common stock on the date of grant. Since our shares of common stock began trading on AIM in 2006 and until the Company's shares of common stock began trading on NASDAQ, the Company's Board of Directors determined that the fair value of the shares of common stock on the date of grant was the closing price of shares of our common stock that traded under the AIM symbol "PPTR." The underlying security for all options and warrants issued prior to the effectiveness of our registration statement on Form S-8 was our common stock trading under "PPTR." |
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Following the effectiveness of our Registration Statement on Form 10 and Registration Statement on Form S-8 the Company's Board of Directors has determined that the fair value of the shares of common stock on the date of grant is the closing price of shares of our common stock that trade under the NASDAQ symbol "PLPM." The underlying security for all issued and outstanding options and warrants is our common stock trading under "PLPM" / "PPT." |
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Long-term incentive restricted stock agreements assumptions and vesting requirements | ' |
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Long-term incentive restricted stock agreements assumptions and vesting requirements |
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On July 26, 2011, the Company made a restricted stock grant of 915,000 shares of the Company's common stock to Philip Beck pursuant to a Long-Term Incentive Restricted Stock Agreement. The 915,000 shares vest in four separate tranches, each with a different long-term performance goal. The agreement provides that (1) upon a corporate transaction, certain unvested shares accelerate and become vested, and (2) upon Mr. Beck's involuntary termination, certain unvested shares shall remain outstanding and become vested only at such time as the performance goals applicable to such unvested shares are satisfied. The performance goals for each tranche are outlined below: |
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Tranche one (expires 12/31/2014): Performance condition award consisting of 305,000 shares that vest based upon the achievement of adjusted EBITDA (as will be defined in the Company's earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.36 per share for any fiscal year concluding after the date of the restricted stock grant and on or prior to the expiration date. The fair value of tranche one is $0.7 million. |
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Tranche two (expires 12/31/2017): Performance condition award consisting of 47,000 shares that vest based upon the achievement of adjusted EBITDA (as will be defined in the Company's earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.64 per share for any fiscal year concluding after the date of the restricted stock grant and on or prior to the expiration date. The fair value of tranche two is $0.1 million. |
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Tranche three (expires 12/31/2017): Performance condition award consisting of 469,000 shares that vest based upon the achievement of adjusted EBITDA (as will be defined in the Company's earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.71 per share for any fiscal year concluding after the date of the restricted stock grant and on or prior to the expiration date. The fair value of tranche three is $1.0 million. |
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Tranche four (expires 12/31/2017): Market condition award consisting of 94,000 shares that vest based upon the fair market value of the Company's stock being greater than or equal to $12.00 per share for 75 consecutive trading days in the United States for any period of time beginning after the date of the restricted stock grant and concluding on or prior to the expiration date. The fair value of tranche four is $5,600. |
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For further information on this award please refer to Note 18 Subsequent events. |
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In accordance with ASC 718-10, the Company valued the performance condition and market condition awards using the Black-Scholes and binomial lattice models, respectively. The fair values of the performance condition awards are based upon the closing price of shares of the Company's common stock that trade on AIM under the symbol "PPTR" on the date of grant. The total fair value of all three tranches of the performance condition awards is $1.8 million, of which no amounts have been expensed as it was not deemed probable that the performance conditions would be satisfied based on the financial assessment of December 31, 2013. The Company will reassess the probability of achieving each performance condition metric at each reporting period. The total fair value of the market condition award is $5,600. Given the inconsequential nature of the amount, the Company recorded the entire expense at the time of grant. The expense related to the market condition award is not reversed even if the market conditions are not satisfied. |
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The fair value of the market condition award has been estimated on the grant date using a binomial lattice-based valuation pricing model with the following assumptions: |
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| | July 26, | | | | | | | | | | |
2011 | | | | | | | | | |
Expected life (in years) | | | 5.3 | | | | | | | | | | |
Expected volatility (percentage) | | | 31.68 | | | | | | | | | | |
Risk-free interest rate (percentage) | | | 2.04 | | | | | | | | | | |
Expected dividend yield | | | — | | | | | | | | | | |
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On November 15, 2013, the Company made a restricted stock grant of 200,000 shares of our common stock to Carl Williams, its Director, Chief Executive Officer and President, pursuant to the Company's 2012 Equity Incentive Plan. The 200,000 shares will become vested if, prior to May 31, 2015, the closing price of the Company's common stock on NASDAQ is at least $6.00 per share for 30 consecutive trading days. Additionally, in the event that the Company completes a change of control transaction, the shares shall become vested if the consideration for such transaction is at least $6.00 per share, or the fair market value of the Company's common stock immediately following such change of control transaction is at least $6.00 per share. |
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In accordance with ASC 718-10, the Company valued the market condition awards using a binomial lattice-based valuation pricing model. The total fair value of the market condition award is $2,000. Given the inconsequential nature of the amount, we recorded the entire expense at the time of grant. The expense related to the market condition award is not reversed even if the market conditions are not satisfied. |
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The fair value of the market condition award has been estimated on the grant date using a binomial lattice-based valuation pricing model with the following assumptions: |
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| | November 15, | | | | | | | | | | |
2013 | | | | | | | | | |
Expected life (in years) | | | 1.37 | | | | | | | | | | |
Expected volatility (percentage) | | | 27.3 | | | | | | | | | | |
Risk-free interest rate (percentage) | | | 0.23 | | | | | | | | | | |
Expected dividend yield | | | — | | | | | | | | | | |
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For further information on the Company's equity plans, please refer to Notes 14 and 15. |
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Fair value measurements | ' |
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Fair value measurements |
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Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized into a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: |
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Level 1—Fair value measurements of the asset or liability using observable inputs such as quoted prices in active markets for identical assets and liabilities; |
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Level 2—Fair value measurements of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and |
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Level 3—Fair value measurements of the asset or liability using unobservable inputs that reflect the Company's own assumptions regarding the applicable asset or liability. |
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The Company's cash and cash equivalents balances are residing in cash operating accounts and are not invested in money market funds or an equivalent. The Company's remaining asset and liability accounts are reflected in the consolidated financial statement at cost which approximates fair value because of the short-term nature of these items. |
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Derecognition of note payable | ' |
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Derecogniton of note payable |
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In 2003, the Company entered into an agreement with First Horizon Merchant Services, Inc. ("FHMS") and First Tennessee Bank National Association ("FTB") and recorded a liability. Due to a breach of the contractual terms by FHMS and FTB, the Company did not believe it was liable to repay these amounts. As of March 31, 2011, the statute of limitations had expired on $0.66 million of the $0.7 million balance and as of September 30, 2011, the statute of limitations had expired on the remaining $40,000. For the year ended December 31, 2011, the Company recorded other income due to the derecognition of the note payable in the amount of $0.7 million. |
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Hurricane Sandy | ' |
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Hurricane Sandy |
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In October 2012, the east coast of the United States was hit by Hurricane Sandy, including the city of Long Beach, where the Company's corporate headquarters are located. For the year ended December 31, 2012 we recorded a selling, general and administration expense of $0.1 million primarily related to disposal of property and equipment that was damaged in the hurricane which was offset by a pre-funding insurance reimbursement of $0.1 million. For the year ended December 31, 2013, we recorded capital additions related to Hurricane Sandy of approximately $0.5 million primarily related to leasehold improvements, furniture and fixtures and computer hardware. In 2013 we received $0.3 million in insurance proceeds, which was recorded as a gain in selling, general and administrative expenses. |
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Other Comprehensive Income | ' |
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Other Comprehensive Income |
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Other Comprehensive income includes all changes in equity from non-owner sources. All the activity in other comprehensive income relates to foreign currency translation adjustments. The Company accounts for other comprehensive income in accordance with ASC 220, Comprehensive Income. |
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Recent accounting pronouncements | ' |
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Recent accounting pronouncements |
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In February 2013, the FASB issued an update to existing guidance on the presentation of comprehensive income. This update requires companies to report the effect of significant reclassifications out of accumulated other comprehensive income, or AOCI, by component. For significant items reclassified out of AOCI to net income in their entirety during the reporting period, companies must report the effect on the line items in the statement where net income is presented. For significant items not reclassified to net income in their entirety during the period, companies must provide cross-references in the notes to other disclosures that already provide information about those amounts. The Company adopted this update effective January 1, 2013 and it did not have a material impact on the Company's condensed consolidated financial statements. |
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