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Planet Payment, Inc.

Table of Contents

As filed with the Securities and Exchange Commission on January 31, 2012

Registration No. 333-175705

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



Amendment No. 3
to
Form S-1
Registration Statement
Under
The Securities Act of 1933



Planet Payment, Inc.
(Exact name of registrant as specified in its charter)

Delaware   7389   13-4084693
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification No.)

Planet Payment, Inc.
670 Long Beach Blvd.
Long Beach, New York 11561
(516) 670-3200

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

Philip D. Beck
Chairman of the Board, Chief Executive Officer and President
Planet Payment, Inc.
670 Long Beach Blvd.
Long Beach, New York 11561
(516) 670-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Robert A. Freedman, Esq.
Cynthia Clarfield Hess, Esq.
Michael A. Brown, Esq.

Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
  Graham N. Arad, Esq.
Director, Senior Vice President and General Counsel
Planet Payment, Inc.
670 Long Beach Blvd.
Long Beach, New York 11561
(516) 670-3200
  Kenneth J. Gordon, Esq.
Michael J. Minahan, Esq.

Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.


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Subject to completion, dated January 31, 2012

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Prospectus

                  shares

LOGO

Common stock

This is an initial public offering of shares of common stock of Planet Payment, Inc. We are selling             shares of common stock. The selling stockholders identified in this prospectus are selling an additional             shares of common stock. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders. The estimated initial public offering price is between $             and $             per share.

We have applied to have our common stock listed on The NASDAQ Global Market under the symbol "PLPM." Prior to this offering our common stock has traded, and immediately subsequent to this offering will continue to trade, on the Alternative Investment Market of the London Stock Exchange under the symbols "PPT" and "PPTR" and has traded, and immediately subsequent to this offering will cease to trade, on the OTCQX market tier operated by OTC Markets Group, Inc. under the symbol "PLPM."

   

    Per share     Total  
   

Initial public offering price

  $                 $                

Underwriting discounts and commissions

 
$

             
 
$

             
 

Proceeds to Planet Payment, before expenses

 
$

             
 
$

             
 

Proceeds to selling stockholders, before expenses

 
$

             
 
$

             
 
   

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional             shares of common stock to cover over-allotments, if any.

Investing in our common stock involves a high degree of risk. See "Risk factors" beginning on page 15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock on or about                               , 2012.

J.P. Morgan   William Blair & Company   Jefferies

Needham & Company   Oppenheimer & Co.   Canaccord Genuity

                                    , 2012


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GRAPHIC


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Table of contents

 
  Page
 

Prospectus summary

    1  

Risk factors

    15  

Special note regarding forward-looking statements and industry data

    42  

Use of proceeds

    43  

Dividend policy

    43  

Capitalization

    44  

Dilution

    46  

Selected consolidated financial data

    48  

Management's discussion and analysis of financial condition and results of operations

    53  

Business

    85  

Management

    111  

Certain relationships and related party transactions

    142  

Principal and selling stockholders

    144  

Description of capital stock

    147  

Our common stock and trading in the United States and the United Kingdom

    152  

Shares eligible for future sale

    157  

Certain material United States federal tax considerations for non-U.S. holders of common stock

    160  

Underwriting

    165  

Legal matters

    172  

Experts

    172  

Where you can find additional information

    172  

Index to consolidated financial statements and financial statement schedule

    F-1  

You should rely only on the information contained in this prospectus or in any free-writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe any restrictions as to, this offering and the distribution of this prospectus applicable to that jurisdiction.


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Prospectus summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before deciding to invest in shares of our common stock, you should read this summary together with the more detailed information, including our consolidated financial statements and the related notes, provided elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in "Risk factors," our consolidated financial statements and the related notes, and "Management's discussion and analysis of financial condition and results of operations," in each case included elsewhere in this prospectus.

All references to "$" or "U.S. Dollars" are to the legal currency of the United States, to "£" or "pound sterling" or "pence" or "p" are to the legal currency of the United Kingdom and to "€" or "Euros" are to the legal currency of the European Union.

Planet Payment, Inc.

Overview

Planet Payment is a leading provider of international payment processing and multi-currency processing services. We provide our services to over 25,000 active merchant locations in 16 countries and territories across the Asia Pacific region, North America, the Middle East, Africa and Europe, primarily through our acquiring bank and processor customers, as well as through our own direct sales force. Our point-of-sale and e-commerce services help merchants sell more goods and services to consumers and enable our acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels.

Our services help banks, processors and merchants enhance revenue, broaden their product set and open new sales channels. Our payment processing services enable the authorization and settlement of payment transactions by providing the connections between the merchant, its bank and the card association. In addition, we provide online access to advanced reconciliation and reporting services and localized language support to our customers. Our flagship offerings are our multi-currency processing services, which include Pay In Your Currency and Multi-Currency Pricing. These services enable merchants to offer customized pricing in multiple currencies and enable acquiring banks, processors and merchants to settle and report transactions in their local currency.

Our proprietary, currency-neutral payment processing technology platform enables us to develop and deliver a broad range of international payment services, quickly enter new markets and provide a range of differentiated solutions and analytical tools that are easily integrated within our customers' existing business processes. We provide our customers with worldwide connectivity to our payments infrastructure that is secure, compliant and regularly updated with the latest capabilities, services and functionalities. Our secure platform was developed with next-generation technology, free of many of the traditional legacy constraints of older platforms. It is highly scalable to facilitate growth and meet the needs of new large volume customers, and flexible to provide a broad range of capabilities, including the unique regional requirements of the various markets in which we operate.

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We distribute and cross-sell our services across a variety of points of sale and e-commerce payment channels with customized solutions in specific verticals, such as hospitality, restaurants and retail. We believe our business model creates powerful network effects which will help drive growth and operating leverage in our business while our contracts, which generally have an initial term of three to five years, offer stability to and enhanced visibility of our financial performance. In 2010, we produced 51% of our revenue internationally and 49% in the United States, and in the first nine months of 2011, we produced 57% of our revenue internationally and 43% in the United States through a recurring revenue model that generates fees every time a purchase is made across our network. We manage our business through two operating segments. For the nine months ended September 30, 2011, our multi-currency processing services represented approximately 65% of our revenue and our payment processing services represented approximately 35% of our revenue.

For the years 2008, 2009, and 2010 and the nine months ended September 30, 2011, our net revenue was $21.2 million, $26.3 million, $30.6 million and $29.5 million, respectively. In the same periods, our net (loss) income was $(11.2) million, $(4.2) million, $(3.1) million and $0.6 million, respectively, and our Adjusted EBITDA was $(7.4) million, $0.3 million, $1.8 million and $3.2 million, respectively. Adjusted EBITDA is a financial measure not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. For information on how we calculate Adjusted EBITDA, see "Selected consolidated financial data."

The global payments industry

Industry trends

We operate in the global payments industry, with a specific focus on international payment processing. We believe there are three primary trends which drive growth in our industry.

Continued global shift toward electronic payment transactions.    There has been a significant global shift away from paper-based methods of payment, including cash and checks, towards electronic-based methods of payment, including mobile payments. A growing number of merchants are accepting electronic payments to improve sales and customer convenience, but we believe that while card usage growth is a global phenomenon, many large markets are still highly underpenetrated.

Increased international travel and commerce.    We believe a primary driver of growth in international spending is increasing international travel and commerce. Visa Inc., or Visa, reported that, for the twelve months ended September 30, 2011, cross-border payments and cash volume grew 14% year-over-year on a constant U.S. Dollar basis and MasterCard Incorporated, or MasterCard, reported that, for the three months ended September 30, 2011, cross-border payments and cash volume grew 19% compared with the three months ended September 30, 2010, on a local currency basis.

Increased e-commerce on a global scale.    With the rapid increase in the number of Internet buyers worldwide, competition among e-commerce merchants is growing and becoming more global, and merchants must focus their resources on attracting consumers to their websites and making the buying decision as convenient and easy as possible.

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Industry challenges

As a result of the trends that are driving growth and change in our industry, we believe acquiring banks and processors and merchants are facing new challenges and competitive pressures and are demanding secure, reliable and differentiated solutions to more efficiently and effectively process payments. In addition, we believe consumers are increasingly seeking a more transparent and convenient way to pay.

Acquiring banks and processors.    We believe that acquiring banks and processors are eager to secure new revenue streams, expand their customer portfolios and reduce costs, while meeting the dynamic challenges of a rapidly growing global payment processing industry, including keeping pace with heightened security standards and evolving rules and regulations. Growing and retaining a strong and loyal customer base requires acquiring banks and processors to secure competitive differentiators by regularly upgrading their offerings with the latest services, capabilities and functionality.

Merchants.    To survive and thrive in an increasingly competitive and global marketplace, we believe merchants need electronic payment solutions that improve sales, attract international consumers, enhance the consumer experience at the point of sale and reduce costs. Merchants with global reach may struggle to manage multiple acquiring relationships, processing solutions and point-of-sale systems across geographies.

Consumers.    International payment card transactions typically represent an obscure and costly event for consumers because consumers are often not aware of the final cost of the transaction in their native currency, the exchange rate that will be applied or the additional fees that they will be charged by the card issuing bank. This lack of clarity may cause delay and inconvenience at the point of sale and create difficulties with reimbursement for international business travelers.

Our solution

Our payment processing and multi-currency processing services are designed to enable acquiring banks and processors and merchants to meet these challenges by integrating our secure and reliable processing platform into their existing systems with advanced services such as consolidated reporting and data analytics. These services are designed to expand the market reach and merchant portfolio of our acquiring bank customers, increase sales and provide an attractive new revenue stream for merchants, and improve the buying experience for consumers.

Acquiring banks and processors.    Through our platform, acquiring banks and processors are able to offer differentiated services to merchant customers that enhance merchant loyalty, attract new merchants, and gain a competitive advantage by being able to more easily expand their merchant portfolio and open new sales channels. In addition, by securing a share of the foreign exchange rate margin, our customers gain access to a new, high-margin revenue stream.

Merchants.    Merchants can use our services to attract more international customers, make the buying experience more convenient and transparent and share in additional fees. By using our solution, our merchants are able to provide consumers customized solutions that are adapted for their specific shopping experience and access valuable reporting data that helps them

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better understand and capitalize on the purchasing patterns and form-of-payment preferences of their customers.

Consumers.    Consumers benefit from the advanced multi-currency services we provide to our customers, enjoying greater clarity as to the final cost of the transaction in their native currency for point-of-sale purchases or online transactions.

Our competitive strengths

Domain leadership in international payments.    Since our founding in 1999, we have established deep domain knowledge of international payments and multi-currency payment processing. Given the breadth of our offerings, the global scope of our services, our brand recognition in the industry and the proprietary nature of our technology, we believe we are one of the leading providers of international payment processing in the world.

Broad international footprint and distribution.    We provide our services to more than 45 acquiring banks and processors who offer our payment and multi-currency services to their own network of merchants. We utilize our direct sales force and have leveraged the geographic footprints and distribution capabilities of our acquiring customers to build a diversified base of over 25,000 active merchant locations in 16 countries and territories across the Asia Pacific region, North America, the Middle East, Africa, and Europe.

Versatile and scalable proprietary technology platform.    We have developed and operate a single, currency-neutral payment processing platform that enables us to quickly enter new markets and respond to new opportunities. Our proprietary platform is highly scalable to meet the needs of large volume customers, is highly flexible to provide a broad range of capabilities, and meets the regional requirements of the various markets in which we operate. Our platform has dedicated endpoints which allow us to connect directly to Visa, MasterCard, American Express and JCB, and provide an end-to-end service for our customers, without the need for third-party processors.

Differentiated and innovative suite of payment services.    Our proprietary platform offers a broad range of domestic and international point-of-sale and e-commerce processing services, which utilize our patented rate mark-up methodology. Our suite of services is comprised of payment processing services, multi-currency processing services, including Pay In Your Currency, FX Assured, and Multi-Currency Pricing, our iPAY Gateway, and global consolidated reporting and data analytics services.

Customized vertical specific solutions.    We leverage our platform and services to create a suite of customized solutions for specific verticals and channels that we believe provide a differentiated value proposition for our customers. We have also created solutions for specific point-of-sale systems, such as support for MICROS integrated systems, which enable merchants to utilize our multi-currency processing services easily without any further integration.

Business model with network effects.    We believe there are significant and powerful network effects in our business model, which will help drive growth and operating leverage in our business. We believe that these network effects are at an early stage of development and will be a material driver of growth in the future. As we continue to add new acquiring bank and processing customers and board new merchants, we gain additional market penetration.

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Our strategy

We seek to extend our leading position and enhance the network effects in our business model by continuing to penetrate our existing markets and expand in new geographies and market segments. Our goal is to continue to deliver innovative payment services to our customers that help merchants sell more goods and services and improve their business efficiencies. The key components of our strategy include:

Continued focus on existing customer base.    We intend to continue to collaborate with our existing acquiring bank and processor customers in order to increase participation by merchants in the various services that we offer together. We believe that based solely on our existing acquiring bank and processor customers, we have a large addressable market, consisting of their existing pool of merchants and additional merchants that they may acquire in the future.

Cross sell to existing customers.    We intend to continue to cross sell our innovative services to our acquiring banks and processors, and merchants and believe that these cross-sale opportunities are at a very early stage of penetration. Our range of services and solutions enable cross-selling opportunities that are intended to increase revenue from our existing customers by helping them broaden their product set with additional value-add services.

Add new customers.    We believe acquiring banks and processors are seeking differentiated turnkey solutions, such as ours, to provide them with international payment processing services and multi-currency processing capabilities, which they can offer to merchants. We believe merchants are increasingly seeking global payment processing services, such as ours, that are integrated into their existing business processes, enabling them to consolidate reporting and data from different international business units and streamline their operations.

Enter new markets.    We are leveraging our platform to enter new geographies and business sectors, which we believe will increase our market opportunity and continue to facilitate our growth into the future. We are working to implement our services in new countries to expand our footprint and support the growth of our customers, targeting geographies with higher levels of international purchase volume and expanding into additional business sectors.

Enhance our technology platform capabilities.    We will continue to use our technology resources to develop advanced platform capabilities in order to enhance our market position and enable our customers to retain and attract new business. We believe that platform enhancements, whether driven by changes in the marketplace or regulatory requirements, will lead to increased revenue.

Develop new services and solutions.    As the payment industry continues to evolve, we aim to be at the forefront by developing new services and solutions that leverage our platform and core competencies and thereby enable us to enter new markets, attract new customers and retain existing ones. We believe the development of new services and solutions will be an important revenue source in the future, enable us to continue to differentiate our platform and capabilities, and accelerate the network effects of our business model. For example, we are developing innovative mobile payment and mobile commerce solutions for our partners and channels that leverage the core competencies of our payment processing platform.

Pursue selective acquisitions.    We intend to selectively pursue acquisitions that will help us achieve our strategic goals, enhance our technology and capabilities, and accelerate growth.

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Selected risk factors

Our business is subject to numerous risks and uncertainties that you should understand before making an investment decision. These risks are discussed more fully in the section entitled "Risk factors." Some of these risks include:

We have a history of losses and may not achieve or sustain profitability for 2011 and in the future.

If the card associations do not allow our services to be offered, either generally or in certain geographies, then we cannot sell our services to acquiring banks, processors and merchants in those geographies and our ability to grow our business may be harmed.

A limited number of our customers are responsible for a significant portion of our revenue and a decrease in revenue from these customers could have a material adverse effect on our operating results and cash flow.

We rely on third parties to implement our services and to market them to consumers.

Any security and privacy breaches in our systems may damage client relations, our reputation and expose us to liability.

Any new laws, regulations, card association rules or other industry standards affecting our business, or any changes made to them, in any of the geographic regions in which we operate may require significant development efforts or have an unfavorable impact on our financial results.

We rely on our management team and will need to attract, retain and motivate highly skilled personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

We are required to be registered with Visa and MasterCard in order to provide our services, and we rely on the sponsorship of our acquiring bank customers for this registration.

In order for us to continue to grow and improve our operating results, we must continue to increase participation by existing customers, cross sell additional services and add new customers in existing and new geographies.

Fees that may be charged in connection with our Pay In Your Currency processing services are subject to change.

We are subject to international business uncertainties.

Corporate information

We were incorporated in the State of Delaware on October 12, 1999 as Planet Group, Inc. On June 18, 2007, we changed our name to Planet Payment, Inc. Our principal executive offices are located at 670 Long Beach Boulevard, Long Beach, New York 11561, and our telephone number is (516) 670-3200. Our website address is www.planetpayment.com. The information on, or that can be accessed through, our website is not part of this prospectus.

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Since March 20, 2006, shares of our common stock have traded on the Alternative Investment Market of the London Stock Exchange, or AIM, under the symbols "PPT" and "PPTR," and immediately subsequent to this offering will continue to trade on AIM.

Since November 19, 2008, shares of our common stock have traded on the OTCQX market tier operated by OTC Markets Group, Inc., or the OTCQX, under the symbol "PLPM," and immediately subsequent to this offering will cease to trade on the OTCQX.

Except where the context requires otherwise, in this prospectus, "Company," "Planet Payment," "Registrant," "we," "us" and "our" refer to Planet Payment, Inc. and its subsidiaries.

Planet Payment®, BuyVoice®, FX Assured®, Helping International Customers Feel at Home®, iPAY®, Pay in Your Currency®, The Better Way to Pay®, The Better Way to Pay, Guaranteed®, and Voice Store® are registered trademarks of Planet Payment and Cardholder Choice™, iPAY Tokens™, Planet Switch™ and our logo are additional trademarks of Planet Payment. All other service marks, trademarks and tradenames appearing in this prospectus are the property of their respective owners.

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The offering

Common stock offered by us

               shares

Common stock offered by the selling stockholders

               shares

Over-allotment option offered by us

               shares

Common stock to be outstanding after this offering

               shares (             shares if the over-allotment option is exercised in full)

Use of proceeds

  We plan to use the net proceeds of this offering for general corporate purposes, including working capital and potential acquisitions. We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders. See "Use of proceeds."

Risk factors

  You should read the "Risk factors" section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed NASDAQ Global Market symbol

  "PLPM"

The number of shares of common stock that will be outstanding after this offering is based on 58,565,195 shares of our common stock outstanding as of September 30, 2011, and excludes:

7,844,794 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.27 per share;

741,576 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.25 per share, which warrants do not do not expire upon the completion of this offering;

1,381,717 shares of common stock issuable upon the exercise of a warrant outstanding as of September 30, 2011, with an exercise price of $1.31 per share, which will be automatically net exercised upon the completion of this offering, if not exercised before then;

5,000,000 shares of common stock reserved for future issuance under our 2012 Equity Incentive Plan, which will become effective upon the completion of this offering; and

800,000 shares of common stock reserved for future issuance under our 2012 Employee Stock Purchase Plan, which will become effective upon the completion of this offering.

Unless otherwise indicated, all information in this prospectus assumes:

the conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective immediately prior to the completion of this offering;

no exercise by the underwriters of their right to purchase up to an additional             shares of our common stock to cover over-allotments; and

the effectiveness upon the completion of this offering of our restated certificate of incorporation and our restated bylaws, which contain provisions customary for public companies, as more fully described below under "Description of capital stock."

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Summary consolidated financial data

You should read the following summary historical consolidated financial data in conjunction with "Management's discussion and analysis of financial condition and results of operations" and the consolidated financial statements, related notes and other financial information appearing elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 are derived from our audited consolidated financial statements included in this prospectus. The unaudited consolidated statements of operations data for the nine months ended September 30, 2010 and 2011, and the unaudited consolidated balance sheet data as of September 30, 2011, are derived from our unaudited financial statements that are included elsewhere in the prospectus. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full year.

Certain adjustments and reclassifications have been made to the financial statements for the three years ended December 31, 2010 and the nine months ended September 30, 2010. Please refer to the immaterial restatement disclosure located in Note 2 to the consolidated financial statements for further information.

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  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Consolidated statements of operations data:

                               

Revenue:

                               
 

Net revenue

  $ 21,185,878   $ 26,319,319   $ 30,553,164   $ 21,026,680   $ 29,527,135  
       

Operating expenses:

                               
 

Cost of revenue:

                               
   

Payment processing service fees

    9,808,434     10,175,430     10,051,640     7,423,046     8,273,579  
   

Processing and service costs(1)

    6,434,693     6,282,743     6,980,981     5,175,096     6,758,294  
   

Software licenses impairment

            1,108,514          
       
     

Total cost of revenue

    16,243,127     16,458,173     18,141,135     12,598,142     15,031,873  
 

Selling, general and administrative expenses(1)

    15,365,254     12,822,449     14,304,448     10,354,051     13,580,381  
 

Goodwill impairment

    129,887                  
       
     

Total operating expenses

    31,738,268     29,280,622     32,445,583     22,952,193     28,612,254  
       
 

(Loss) income from operations

    (10,552,390 )   (2,961,303 )   (1,892,419 )   (1,925,513 )   914,881  

Other (expense) income:

                               
 

Interest expense

    (1,015,633 )   (1,236,504 )   (1,169,578 )   (906,286 )   (307,796 )
 

Interest income

    140,191     18,702     429     142     804  
 

Other income, net

                    98,682  
       
 

Total other expense, net

    (875,442 )   (1,217,802 )   (1,169,149 )   (906,144 )   (208,310 )
       
 

(Loss) income from continuing operations before provision for income taxes

    (11,427,832 )   (4,179,105 )   (3,061,568 )   (2,831,657 )   706,571  
 

Provision for income taxes

    (1,681 )   (4,095 )   (3,219 )       (106,260 )
       
 

(Loss) income from continuing operations

    (11,429,513 )   (4,183,200 )   (3,064,787 )   (2,831,657 )   600,311  
 

Income from discontinued operations, net of taxes

    272,847                  
       
 

Net (loss) income

  $ (11,156,666 ) $ (4,183,200 ) $ (3,064,787 ) $ (2,831,657 ) $ 600,311  
       
 

Basic net (loss) income per share from continuing operations

  $ (0.43 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       
 

Basic net income per share from discontinued operations

  $ 0.01   $   $   $   $  
       
 

Basic net (loss) income per share applicable to common stockholders

  $ (0.42 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       
 

Diluted net (loss) income per share applicable to common stockholders

  $ (0.42 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       
 

Weighted average common stock outstanding (basic)

    26,720,171     33,725,727     40,431,073     39,316,392     48,834,130  
       
 

Weighted average common stock outstanding (diluted)

    26,720,171     33,725,727     40,431,073     39,316,392     51,593,111  
       
 

Pro forma basic net (loss) income per share applicable to common stockholders(2)

              $ (0.06 )       $ 0.01  
                             
 

Pro forma diluted net (loss) income per share applicable to common stockholders(2)

              $ (0.06 )       $ 0.01  
                             
 

Pro forma weighted average common stock outstanding (basic)(2)

                51,756,993           55,685,274  
                             
 

Pro forma weighted average common stock outstanding (diluted)(2)

                51,756,993           58,444,255  
                             
   

               
(footnotes on next page)
 

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  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Key metrics:

                               

Consolidated gross billings(3)

  $ 35,849,475   $ 47,045,268   $ 64,653,725   $ 43,225,609   $ 70,903,471  

Adjusted EBITDA (non-GAAP)(4)

  $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

Capitalized expenditures

  $ 1,852,125   $ 2,069,497   $ 2,350,507   $ 1,712,944   $ 1,573,772  

Total active merchant locations (at period end)(5)

    7,946     10,078     16,697     13,610     25,013  

Multi-currency processing services key metrics:

                               
 

Active merchant locations (at period end)(5)

    4,530     6,624     12,157     9,982     15,036  
 

Settled transactions processed(6)

    5,177,650     6,073,226     6,980,010     4,750,334     7,680,971  
 

Gross foreign currency mark-up(7)

  $ 23,769,206   $ 33,322,683   $ 52,073,798   $ 34,072,645   $ 60,662,730  
 

Settled dollar volume processed(8)

  $ 688,808,842   $ 907,901,369   $ 1,377,308,710   $ 916,061,688   $ 1,612,753,388  
 

Average net mark-up percentage on settled dollar volume processed(9)

    1.32%     1.39%     1.30%     1.30%     1.20%  

Payment processing services key metrics:

                               
 

Active merchant locations (at period end)(5)

    3,416     3,469     4,603     3,682     9,993  
 

Payment processing services revenue(10)

  $ 12,080,269   $ 13,722,585   $ 12,579,927   $ 9,152,964   $ 10,240,741  
   

(1)   Stock-based expense included in the statements of operations data above was as follows:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Processing and service costs

  $ 421,405   $ 437,919   $ 211,582   $ 194,293   $ 107,503  

Selling, general and administrative expenses

    1,385,062     1,007,106     618,151     448,435     327,651  
       

Total stock-based expense

  $ 1,806,467   $ 1,445,025   $ 829,733   $ 642,728   $ 435,154  

     
   

(2)   Pro forma net (loss) income per share has been calculated to give effect, even if antidilutive, to (1) the automatic conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective immediately prior to the completion of this offering, and (2) the effectiveness upon the completion of this offering of our restated certificate of incorporation.

(3)   Represents gross foreign currency mark-up (see footnote 7) plus payment processing services revenue (see footnote 10).

(4)   We define Adjusted EBITDA as GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results. Please see "—Adjusted EBITDA" below for more information and for a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

(5)   We consider a merchant location to be active as of a date if the merchant completed at least one revenue-generating transaction at the location during the 90-day period ending on such date. The total number of active merchant locations exceeds the total number of merchants, as merchants may have multiple locations. As of December 31, 2009 and 2010 and as of September 30, 2010 and 2011, there were 15, 63, 54 and 16 active merchant locations, respectively, that used both our multi-currency processing services and our payment processing services. These amounts are included in multi-currency and payment processing active merchant locations but are not included in total active merchant locations.

(6)   Represents settled transactions processed using our multi-currency processing services.

(footnotes continue
on the next page)

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(7)   Represents the gross mark-up amount on settled dollar volume processed using our multi-currency processing services. Gross mark-up represents multi-currency processing services net revenue plus amounts paid to acquiring banks and their merchants associated with such multi-currency processing transactions. Management believes this metric is relevant because it provides the reader an indication of the gross mark-up derived from multi-currency transactions processed through our platform during a given period. Refer to our revenue recognition policy in Note 3 and segment disclosure in Note 18 of our consolidated financial statements for information on our net revenue from multi-currency processing services.

(8)   Represents the total settled dollar volume processed using our multi-currency processing services.

(9)   Represents the average net mark-up percentage earned on settled dollar volume processed using our multi-currency processing services. The average net mark-up percentage on settled dollar volume processed is calculated by taking the reported total multi-currency processing services net revenue ($9.1 million, $12.6 million, and $18.0 million for the years ended December 31, 2008, 2009, and 2010, respectively, and $11.9 million and $19.3 million for the nine months ended September 30, 2010 and 2011, respectively) and dividing by settled dollar volume processed (see footnote 8).

(10) Represents revenue earned and reported on payment processing services.

   
 
  As of September 30, 2011  
 
  Actual
  Pro forma(1)
  Pro forma as
adjusted(2)(3)

 
   

Consolidated balance sheet data:

                   
 

Cash and cash equivalents

  $ 6,012,498   $ 6,012,498        
 

Working capital(4)

    7,877,958     7,877,958        
 

Total assets

    22,422,556     22,422,556        
 

Total liabilities

    5,623,391     5,623,391        
 

Convertible preferred stock

    22,438            
 

Common stock

    517,140     585,651        
 

Accumulated deficit

    (79,245,357 )   (79,245,357 )      
 

Total stockholders' equity

    16,799,165     16,799,165        
   

(1)   The pro forma column reflects (1) the automatic conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective immediately prior to the completion of this offering and (2) the effectiveness upon the completion of this offering of our restated certificate of incorporation.

(2)   The pro forma as adjusted column reflects the pro forma adjustments and the issuance and sale by us of shares of our common stock in this offering, and the receipt of the net proceeds from our sales of these shares at an assumed public offering price of $       per share, which represents the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3)   A $1.00 increase (decrease) in the assumed initial public offering of $       per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital and total stockholders' equity by $          million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma information discussed above is illustrative only and following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. If the underwriters' option to purchase additional shares to cover over allotments is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents and total stockholders' equity would increase by $          million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and we would have             shares of our common stock issued and outstanding, pro forma as adjusted.

(4)   Working capital is defined as current assets less current liabilities.

Adjusted EBITDA

This prospectus includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results.

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Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period growth. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

non-cash compensation is and will remain a key element of our long-term incentive compensation for our employees, although we exclude it from Adjusted EBITDA when evaluating our ongoing performance for a particular period; and

Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.

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The following table sets forth the reconciliation of Adjusted EBITDA to net (loss) income, our most directly comparable financial measure in accordance with GAAP:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Adjusted EBITDA:

                               

Net (loss) income

  $ (11,156,666 ) $ (4,183,200 ) $ (3,064,787 ) $ (2,831,657 ) $ 600,311  

Interest expense

   
1,015,633
   
1,236,504
   
1,169,578
   
906,286
   
307,796
 

Interest income

    (140,191 )   (18,702 )   (429 )   (142 )   (804 )

Provision for income taxes

    1,681     4,095     3,219         106,260  

Depreciation and amortization

    1,203,644     1,537,674     1,769,650     1,212,387     1,837,147  

Stock-based expense

    1,806,467     1,445,025     829,733     642,728     435,154  

Gain from discontinued operations(1)

    (272,847 )                

Write off of note receivable(1)

        257,596              

Goodwill impairment

    129,887                  

Software licenses impairment(2)

            1,108,514          

Convertible debt prepayment(3)

                    601,318  

Derecognition of note payable(4)

                    (700,000 )
       

Adjusted EBITDA (non-GAAP)

  $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

     
   

(1)   In November 2008, we sold our interest in a joint venture for consideration of a five-year note receivable in the amount of $0.2 million with an annual interest rate of 7%. For the year ended December 31, 2008, we recorded $0.3 million as income from discontinued operations related to this joint venture. For the year ended December 31, 2009, we determined that the note receivable and accrued interest of $0.3 million was uncollectible and in accordance with Staff Accounting Bulletin, or SAB, Topic 5-Z(5), the entire amount was written off to selling, general and administrative expenses within continuing operations. The debtor subsequently filed for bankruptcy in 2010.

(2)   In the fourth quarter of 2010, due to our unsuccessful efforts to sell software licenses previously purchased for resale, we determined that the underlying undiscounted cash flow projections did not support the recorded value of the asset and wrote off the entire asset balance of $1.1 million to cost of revenue for the year ended December 31, 2010.

(3)   In April 2011, the convertible debt holders converted the outstanding principal amount of $9.0 million under convertible notes issued in 2007 and 2008 into an aggregate of 4,049,776 shares of common stock. In addition, we issued 127,318 shares of common stock valued at $0.3 million in lieu of cash payments for accrued interest and 297,682 shares of common stock valued at $0.6 million as a prepayment fee negotiated at the time of conversion. The shares issued for the accrued interest and the prepayment fee were valued at the average closing price of our common stock on AIM under the symbol "PPTR" during the period immediately prior to the conversion.

(4)   In 2003, we entered into an agreement with First Horizon Merchant Services, Inc., or FHMS, and First Tennessee Bank National Association, or FTB, and recorded a note payable. Due to a breach of the contractual terms by FHMS and FTB, we did not believe we were 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 nine months ended September 30, 2011, we recorded other income due to the derecognition of the note payable in the amount of $0.7 million.

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Risk factors

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose part or even all of your investment.

Risks related to our business and industry

We have a history of losses and may not achieve or sustain profitability in the future.

Although we had net income of $0.6 million for the nine months ended September 30, 2011, we have incurred losses since our inception, including net losses of $(11.2) million in 2008, $(4.2) million in 2009, and $(3.1) million in 2010. As a result, we had an accumulated deficit of $(79.2) million as of September 30, 2011.

Our ability to be profitable in the future will likely depend on our ability to continue to increase our revenue, which is subject to a number of factors including our ability to continue to increase multi-currency processing revenue, increase new merchant deployments in the regions in which we currently operate, and add new acquiring banks and processor customers in new geographies. Our revenue is also impacted by factors beyond our control such as global economic and political conditions, particularly those affecting cross-border travel and commerce. Our ability to be profitable in the future also depends on our expense levels, including our selling, general and administrative expenses, and other expenses related to improvements in our technology, launches of new services, and our expansion into new geographic and vertical markets. In addition, our fees, interchange and assessments may also be influenced by increased competition and changes in card association rules and governmental regulations. Our efforts to grow our business may prove more expensive than we currently anticipate and we may not succeed in increasing our revenue to offset higher expenses. These expenses, among other things, may cause our net income and working capital to decrease. If we fail to grow our revenue, manage our expenses and maintain or improve our gross margin, we may not be able to achieve or sustain profitability in the future.

If the card associations do not allow our services to be offered, either generally or in certain geographies, then we cannot sell our services to acquiring banks, processors and merchants in those geographies and our ability to grow our business may be harmed.

Our services require us to interconnect with the Visa, MasterCard, American Express and JCB card associations, and if these card associations do not allow acquiring banks and processors to offer certain services, either generally or in certain geographies, then we cannot sell our services to acquiring banks, processors and merchants, either generally or in those geographies. For example, in April 2010, Visa announced a moratorium on all new acquiring banks and merchants offering dynamic currency conversion, or DCC, services, such as our Pay In Your Currency service, and studied the impact of DCC on Visa cardholders and the Visa brand. In October 2010, Visa lifted the moratorium and also established certain rule changes that

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removed a prior prohibition on offering DCC services in certain regions, namely Central Europe, the Middle East, Africa, Latin America and the Caribbean. Prior to the lifting of this moratorium we were unable to provide DCC services in those regions to potential customers. If the card associations do not allow the offering of certain services, either generally or in certain geographies, then we will not be able to sell our services to potential customers generally or in those geographies and our ability to grow our business may be harmed.

A limited number of our customers are responsible for a significant portion of our revenue and a decrease in revenue from these customers could have a material adverse effect on our operating results and cash flow.

A significant portion of our revenue is derived from agreements with a limited number of customers. Specifically, for the year ended December 31, 2010 and the nine months ended September 30, 2011, subsidiaries of Global Payments Inc. represented 30% and 29%, respectively, of our revenue and for the nine months ended September 30, 2011, Network International, LLC represented 10% of our revenue. Our contractual arrangements with these customers do not obligate them to offer our services and if they choose to do so, the agreements do not dictate the timing of implementation. Additionally, if these customers lose merchants or if their merchants do not use our services, then our revenue will decrease.

We expect that a limited number of customers will continue to account for a significant portion of our revenue in future periods. If we do not adequately perform under, or successfully renew or renegotiate, our agreements with these or our other customers, our business will suffer. Our acquiring bank and processor customers typically enter into agreement with three- or five-year terms and upon the termination of that initial contractual term, customers have the opportunity to consider other providers or renegotiate the terms of the contract. The loss of our contracts with existing customers, our failure to renegotiate contracts with existing customers on terms as favorable as in the past, or a significant decline in the number of transactions we process for them could adversely affect our business, financial condition and results of operations.

In addition, the financial position of our customers and their willingness to pay for our services and solutions are affected by general market conditions, competitive pressures and operating margins within the banking industry. Any of these factors could negatively affect our business, financial condition and results of operations.

We rely on third parties to implement our services and to market them to consumers.

We rely on acquiring banks, processors and merchants to integrate our services within their services and ultimately to offer our services to consumers in order to generate revenue for us. Although we have contracts with our customers, they are not obligated to offer our services and if they choose to do so, the agreements do not dictate the timing of implementation. If the pace of adoption of our services is slower than anticipated it could adversely affect our business, financial condition and results of operations. Following initial implementation of our services, we continue to be significantly dependent on our relationships with acquiring banks and processors to market our services to their merchants and customers. Even those contractual arrangements with our customers that contain exclusivity provisions are not perpetual, and customers could reassess their commitments to us in the future, purchase alternative services

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and/or develop their own competitive services following the expiration of the exclusivity period, which in several cases does not run for the full term of the agreement.

Also, we collaborate with service providers that facilitate the provision of our services, technology and service providers to the electronic payments industry, including point-of-sale system providers, such as e-commerce gateways, terminal manufacturers and other processors that have certified their solutions to our platform. These third parties include acquiring banks, processors and merchants, each of which could be a customer, as well as a supplier, in addition to commercial communications providers. If these service providers fail to perform in accordance with the requirements of the technological specifications necessary for us to provide our services to our customers, it could result in our failure to provide our services in accordance with our contracts, potentially exposing us to liability to our customers. In these cases, we may have to rely on an indemnity or other contractual obligation from the service provider in order to avoid ultimate liability or suffering damages. However, due to the inherent risk of litigation, such indemnity or other obligation may not prove to be enforceable against the service provider, or even if favorable judgment is obtained, the service provider may not have the financial ability to meet its obligations, thereby exposing us to bearing the burden of the loss.

In many cases, we have little or no direct access to our customers' merchant bases and are heavily reliant on our customers' sales forces to promote our services. It is ultimately up to our customers or our customers' merchants to offer our services to consumers and to do so in an effective manner, and there is no guarantee that these merchants or their consumers will continue to use our services. Our customers may not be as effective at selling our services and solutions as our own sales personnel. Our customers are also competing with other participants in the industry for processing business and may have other actual or perceived disadvantages relative to such competitors, which may affect their ability to generate business, whether or not such business includes our services and solutions. As a result, much of our business depends on the continued success and competitiveness of our acquiring banks and processors. We further rely on the success of the merchants. If these merchants experience a reduction in transaction volume or become financially unstable, we may lose revenue. The performance of our customers and our customers' merchants is subject to general economic conditions and their impact on consumer spending.

In addition, we rely on the continuing expansion of merchant and consumer acceptance of the card associations' brands and programs. There can be no guarantee that merchant and consumer acceptance will continue to expand, and if the rate of merchant acceptance growth slows or reverses itself, our business could suffer.

Any security and privacy breaches in our systems may damage client relations, our reputation and expose us to liability.

We electronically collect and store sensitive personal information, such as credit card numbers, about consumers. We process that data and deliver our products and services by using computer systems and telecommunications networks operated by both us and by third party service providers. The confidentiality of the consumer information that resides on our systems is critical to our business. Although, we have what we believe to be sufficient security around our systems to prevent unauthorized access, we cannot be certain that our measures will be

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successful and sufficient to counter all current and emerging technology threats designed to breach our systems in order to gain access to confidential information. If we are unable to protect, or our customers perceive that we are unable to protect, the security and privacy of our electronic transactions:

our clients may lose confidence in our services;
our reputation may be harmed;
we may be exposed to unbudgeted or uninsured financial liability;
it may become more difficult for us to register with card associations;
we may be subject to increased regulatory scrutiny; and
our expenses may increase as a result of potential remediation costs.

Our ability to attract and retain customers and employees could be adversely affected to the extent our reputation is damaged. While we believe we use proven applications and processes designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications and processes will be sufficient to counter all current and emerging technology threats designed to breach our systems in order to gain access to confidential client information or our intellectual property or address the security and privacy concerns of existing and potential customers. Any failures in our security and privacy measures could adversely affect our business, financial condition and results of operations.

Any new laws, regulations, card association rules or other industry standards affecting our business, or any changes made to them, in any of the geographic regions in which we operate may require significant development efforts or have an unfavorable impact on our financial results.

We are subject to regulations that affect the electronic payments industry in the countries and territories in which we operate. Regulation and proposed regulation of the payments industry has increased significantly in recent years. Failure to comply with regulations may result in the suspension or revocation of a license or registration, the limitation, suspension or termination of service, and the imposition of civil and criminal penalties, including fines which could have a material adverse effect on our financial condition. For example, we are subject to:

the card association rules of Visa, MasterCard, American Express and JCB and other card and debit networks;

applicable privacy and information security regulations in the regions where we operate and of the card associations;

banking and financial regulations or monetary authorities in the jurisdictions in which we operate; and

governmental regulation of the payments, payment processing and financial services industries.

For example, in April 2010, Visa announced a moratorium on all new acquiring banks and merchants offering DCC services, including our Pay In Your Currency service, and studied the impact of DCC on Visa cardholders and the Visa brand. In October 2010, Visa lifted the moratorium and also established certain rule changes that removed a prior prohibition on

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offering DCC services in certain regions, namely Central Europe, the Middle East, Africa, Latin America and the Caribbean. Prior to the lifting of this moratorium we were unable to provide DCC services in those regions to existing or potential customers.

Interchange fees, which are typically paid by the acquiring bank to the card issuing bank in connection with transactions, are subject to increasingly intense legal, regulatory, and legislative scrutiny worldwide. For instance, in the United States, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, has recently been signed into law to regulate the fees charged or received by card issuing banks for processing debit transactions. Additionally, the Durbin Amendment to the Dodd-Frank Act, which was enacted by the U.S. Congress in July 2010, enables the U.S. government to regulate the amount that can be charged to merchants for acceptance of U.S. debit card transactions, among other things. Certain of our customers or potential customers may experience difficulty complying with any new regulations and as a result, reduce or eliminate purchases of services such as ours. In addition, regulatory actions that impact our industry, even if not directed at us, may require significant efforts and costs to change our services and may require changes to how we price our services to customers. We cannot predict the impact of any of these changes on our operations and financial condition.

Although we are registered with the card associations as a third party processor and an independent sales organization, or ISO, we are not a bank, and therefore cannot belong to the card associations. The card associations' member banks set the rules for processing credit card transactions, and the card associations interpret these rules. Some of those member banks compete with us. The card associations could adopt new operating rules or interpretations of existing rules with which we or our acquiring banks or processors might find it difficult or even impossible to comply, in which case our competitive position would be seriously damaged. If we fail to comply, this could result in termination of our ability to accept or process payment cards.

Changes in the electronic payments industry in general, or changes in the laws and regulations that affect the electronic payments industry, or interpretation or enforcement thereof, could adversely affect our business, financial condition and results of operations. In addition, even an inadvertent failure to comply with laws and regulations could damage our business or our reputation.

We rely on our management team and will need to attract, retain and motivate highly skilled personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

Our success and future growth depend on the skills, working relationships and continued services of our management team and other key personnel. The loss of any of member of our senior management team, and in particular Philip D. Beck, our founder and Chief Executive Officer, who is our key policy-maker and has a direct working relationship with significant customers, could adversely affect our business. All of our employees in the United States work for us on an at-will basis, which means they may terminate their employment relationship with us at any time. We do not maintain key-person life insurance on any of our employees.

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Our future success will also depend on our ability to attract, retain and motivate highly skilled personnel who have experience with our operations, the rapidly changing transaction processing industry, and the selected markets in which we offer our services. Competition for these types of personnel is intense, particularly in the New York metro area, where our headquarters are located. Additionally, we have significant operations abroad, including developing countries, and attracting highly skilled personnel with the necessary experience in these locations may be difficult.

Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key personnel. Many of our senior management personnel and other key employees have become, or will soon become, vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested stock options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or if the exercise prices of the options that they hold are significantly above the market price of shares of our common stock. We cannot guarantee that we will continue to attract, retain or motivate such personnel, and our inability to do so could adversely affect our business.

We are required to be registered with Visa and MasterCard in order to provide our services, and we rely on the sponsorship of our acquiring bank customers for this registration.

Our services require us to interconnect with the Visa and MasterCard card associations, and to therefore be registered with those card associations. Since we are not a bank, we are unable to belong to and directly access the Visa and MasterCard card associations. Visa and MasterCard operating regulations require us to be sponsored by an acquiring bank in order to process payment card transactions. We are currently registered with Visa and MasterCard through the sponsorship of acquiring banks that are members of the card associations and a significant majority of our revenue is from transactions processed using Visa and MasterCard payment cards. If these sponsorships are terminated and we are unable to secure another bank sponsor, we will not be able to process payment card transactions.

By registering with card associations, we are subject to card association rules that could subject us or our customers to fines or penalties that may be levied by the card associations for certain acts or omissions. If we or our acquiring bank sponsors fail to comply with the applicable requirements of the card associations, the card associations could fine us, suspend us or terminate our registration. The termination or suspension of our registration could require us to stop providing payment processing services, which would adversely affect our business, financial condition and results of operations.

In order for us to continue to grow and improve our operating results, we must continue to increase participation by existing customers, cross sell additional services and add new customers in existing and new geographies.

Our future growth depends in part upon our ability to increase participation by our acquiring bank and processor customers' merchants in the various services that we offer, cross sell additional services to existing acquiring bank, processor and merchant customers, and add new acquiring banks and processors, and merchants in existing and new geographies.

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In order to increase participation by our customers and their merchants in the various services that we offer together, we need to collaborate with our customers. However, our existing acquiring bank and processor customers may not assist us in increasing participation by their merchants or their merchants may be unreceptive to using our services. If our existing customers do not appreciate, and our sales force does not demonstrate, the benefits of our additional services, we will not be able to effectively cross sell to existing customers. Our expansion into new geographies is also dependent upon our ability to deploy our existing platform or to develop new services to meet the particular service needs of each new geographic location. We may not have adequate financial or technological resources to develop effective and secure services that will satisfy the demands of these new markets.

If we fail to increase participation by existing customers, cross sell additional services and add new customers in existing and new geographies, we may not be able to continue to grow and improve our operating results.

Fees that may be charged in connection with our Pay In Your Currency processing service are subject to change.

When a consumer uses our Pay In Your Currency processing service, they pay a fee that is included in the exchange rate used for each Pay In Your Currency transaction. While Visa and MasterCard rules permit merchants and other third parties to charge these fees, if these card associations change their policies in permitting merchants and other third parties to charge these fees or otherwise restrict the ability to do so, our business, financial condition and results of operations could be adversely affected.

In addition, some card issuing banks impose a fee on consumers for any foreign transaction, irrespective of the currency in which it occurred. Where this occurs, the consumer will pay the card issuing bank an extra fee on a foreign transaction in addition to any margin reflected by us in the cost of the converted amount for our Pay In Your Currency service. This additional cost, and other efforts by the card issuing banks to discourage consumers from utilizing our services, may adversely affect consumers' willingness to use our services.

We are subject to international business uncertainties.

Our ability to grow our business and our future success will depend to a significant extent on our ability to expand our operations and customer base worldwide. Operating in international markets requires significant resources and management attention. Historically, a significant majority of our revenue has been generated from international customers. For example, in 2010, we generated 51% of our revenue internationally and 49% in the United States, and in the first nine months of 2011, we produced 57% of our revenue internationally and 43% in the United States. International revenue and operations may be subject to risks such as:

difficulties in staffing and managing foreign operations;
burdens of complying with a wide variety of laws, regulations and standards;
controls on or obstacles to the repatriation of earnings and cash;
currency exchange rate fluctuations;
different tax burdens;
preference for local vendors;
trade restrictions;

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changes in tariffs;
the imposition of government controls;
nationalization or seizure by banking regulators of our customers;
political instability;
exposure to a business culture in which improper sales practices may be prevalent; and
terrorist activities.

The legal systems of developing countries continue to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In certain instances, local implementation rules and/or the actual implementation are not consistent with the regulations at the national level. Additionally, the laws of certain countries do not protect our intellectual property to the same extent as do the laws of the United States. Our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, as well as civil remedies, including fines, injunctions and recalls of our services and solutions.

International expansion and market acceptance depend on our ability to modify our business approach and technology to take into account such factors as differing customer business models, services requirements and needs, the applicable regulatory and business environment, labor costs and other economic conditions. There can be no assurance that these factors will not have an adverse effect on our future international revenue and, consequently, on our business, financial condition and results of operations.

Additionally, we are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, and other laws in the United States and elsewhere that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We have operations in and deal with countries known to experience corruption. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, contractors or customers that could be in violation of various laws, including the FCPA, even though these parties are not always subject to our control. We have implemented safeguards to discourage these practices by our employees, consultants and customers. However, our existing safeguards and any future improvements may prove to be less than effective, and our employees, contractors or customers may engage in conduct for which we might be held responsible. Violations of the FCPA or similar laws may result in severe criminal or civil sanctions and we may be subject to other liabilities, which could adversely affect our business, financial condition and results of operations.

Adverse changes in political and economic policies of the Chinese government could impede the overall economic growth of China, which could reduce the demand for our services and solutions and damage our business.

We conduct significant operations, including through an indirect subsidiary and a branch office, and generate a significant portion of our revenue, in the People's Republic of China, or China, as well as Hong Kong and Macau, which are special administrative regions of China.

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Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The Chinese economy differs from the economies of most developed countries in many respects, including:

a higher level of government involvement;
an early stage of development of the market-oriented sector of the economy;
a rapid growth rate;
a higher level of control over foreign exchange; and
the control over the allocation of resources.

As the Chinese economy has been transitioning from a planned economy to a more market-oriented economy, the Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Although these measures may benefit the overall Chinese economy, they may also have a negative effect on us.

Although the Chinese government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the Chinese government continues to exercise significant control over economic growth in China through the allocation of resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy, state ownership and imposing policies that impact particular industries or companies in different ways. For example, the Chinese government has suggested that Chinese government authorities should strengthen access and supervision with respect to the outsourcing of bank card data processing and related operations, specifically noting the need for specific regulations with respect to foreign-invested organizations that engage in related services in China.

Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. Government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

Any adverse change in economic conditions or government policies in China could have a material adverse effect on the overall economic growth in China, which in turn could lead to a reduction in demand for our services and solutions and consequently adversely affect our business, financial condition and results of operations.

We derive a significant percentage of our net revenue from a limited number of countries and territories, and any natural disasters or other adverse changes could harm our business.

A significant portion of our net revenue is derived from six countries and territories. For the nine months ended September 30, 2011, we derived 43%, 20%, 10%, 8%, 6% and 4% of our net revenue from the United States, Hong Kong, the United Arab Emirates, China, Taiwan and India, respectively. We expect that a limited number of countries and territories will continue to account for a significant portion of our net revenue in future periods. If any of these countries or territories are affected by acts of terrorism, natural disasters, the effects of climate change, outbreaks of diseases or other significant adverse changes, cross-border travel to these countries and territories could decline, which could adversely affect our business, financial condition and results of operations.

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Adverse changes in general economic or political conditions in any of the major countries or territories in which we do business could adversely affect our operating results.

Our business can be affected by a number of factors that are beyond our control, such as general geopolitical, economic, and business conditions. As a result of the recent global macroeconomic downturn, consumers reduced their international travel and spending. We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic recovery, or the magnitude of any new geopolitical or economic conditions and the affect they would have on our business. A further weakening in the economy may reduce the number of transactions we process and, as a result, reduce our revenue.

Additionally, we generate a significant amount of our revenue from cross-border transactions. Thus, revenue from processing cross-border transactions for our customers fluctuates with cross-border travel and the need for transactions to be converted into a different currency. Cross-border travel may be adversely affected by world geopolitical, economic and other conditions. These include the threat of terrorism, natural disasters, the effects of climate change, and outbreaks of diseases. A decline in cross-border travel could adversely affect our revenue. A decline in the need for conversion of currencies might also adversely affect our revenue and profitability.

Additionally, because we are domiciled in the United States, a negative perception of the United States arising from its political or other positions could harm the perception of our company and our brand. Any of these factors could adversely affect our business, financial condition and results of operations.

Consolidation among financial institutions, including the merger of our customers with entities that are not our customers or the sale of portfolios of merchants by our customers to entities that are not our customers could materially impact our financial position and results of operation.

The payments industry is currently undergoing significant consolidation. Specifically, we face the risk that our acquiring bank or processor customers may merge with entities that are not our customers or may sell portfolios of merchants to entities that are not our customers, thereby impacting our existing agreements and projected revenue with these customers. Consolidation among financial institutions results in an increasingly concentrated client base of large acquiring banks and processors and could increase the bargaining power of our current and future customers. In addition, any nationalization or seizure of one of our acquiring bank customers by banking regulators in any of the jurisdictions in which we operate may also impact the services that we provide. Any significant changes in the ownership or operation of our customers, as a result of consolidation or otherwise, could adversely affect our business, financial condition and results of operations.

If our services and solutions do not interoperate with our customers' systems or experience defects, errors, or delays, the purchase or deployment of our services and solutions may be delayed or cancelled.

Our services are based on sophisticated software and computing systems and are designed to interface with our customers' payment card systems, each of which may have different specifications and utilize different standards. If we find errors in the existing software or defects in the hardware used in our customers' systems, or if there are errors or delays in our

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processing of electronic transactions or defects in our software, we may need to modify our services or solutions to fix or overcome these errors, delays and defects and/or our customers may need to modify or fix their systems so that our services and solutions will interoperate with the existing software and hardware. Either of these solutions could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential customers, harm to our reputation, breaches in security and/or exposure to liability claims. In addition, if our services and solutions do not interoperate with our customers' systems, customers may seek to hold us liable and demand for our services and solutions could be adversely affected. Any of these events could hurt our operating results, damage our reputation, and adversely affect our business, financial condition and results of operations.

Interruptions or delays in service from our systems and processing centers could impair the delivery of our services and harm our business.

We currently serve our customers out of seven synchronized processing centers linked by a global telecommunications network. Our primary data centers are located in Elmsford, New York, and New Castle, Delaware, but we also host facilities in Bermuda, Shanghai and Macau and host two facilities in Hong Kong, through co-location arrangements. We depend on the efficient and uninterrupted operation of our computer network systems, software, telecommunications networks, and processing centers, as well as the systems and services of third parties.

Our systems and processing centers are vulnerable to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, terrorist acts, war, unauthorized entry, human error, and computer viruses or other defects. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct.

We have security, backup and recovery systems in place, as well as business continuity plans designed to ensure our systems will not be inoperable. However, there is still a risk that a system outage or data loss may occur which would not only damage our reputation but as a result of contractual commitments could also require the payment of penalties to our clients if our systems do not meet certain operating standards. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of sabotage or terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Our property and business interruption insurance may not be applicable or adequate to compensate us for all losses or failures that may occur.

Any damage to, failure of, or defects in our systems or those of third parties, errors or delays in the processing of payment transactions, telecommunications failures or other difficulties could result in loss of revenue, loss of merchants, loss of merchant and consumer data, harm to our business or reputation, exposure to fraud losses or other liabilities, negative publicity, additional operating and development costs, and diversion of technical and other resources.

If we fail to respond to evolving technological changes, our services and solutions could become obsolete or less competitive.

Our industry is characterized by new and rapidly evolving technologies, developing industry standards and legal regulations and customer requirements and preferences. Recent

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technological developments include smart cards, mobile commerce and radio frequency and proximity payment devices, such as contactless cards. Accordingly, our operating results depend upon, among other things, our ability to anticipate and respond to these industry and customer changes in order to remain competitive. The process of developing new technologies and services and solutions is complex, and carry the risks associated with any research and development effort, including cost overruns, delays in delivery and performance problems.

Our markets are experiencing rapid technological change. Any delay in the delivery of new services or solutions or the failure to differentiate our services and solutions could render them less desirable to our customers, or possibly even obsolete. In addition, our services and solutions are designed to process complex transactions and deliver reports and other information on those transactions, all at high volumes and processing speeds. Any failure to deliver an effective and secure service or solution, or any performance issue that arises with a new service or solution could result in significant processing or reporting errors, possibly resulting in losses.

If we are unable to develop enhancements and new features for our existing services and solutions or new services and solutions that keep pace with technological developments, industry standards, legal regulations, and customer requirements and preferences, our services and solutions may become obsolete and less marketable, and our business could be significantly harmed. Additionally, if there are delays in the introduction of new features or new services and solutions to the market, our business could be significantly harmed.

We operate in a highly competitive industry and we compete against many companies with substantially greater financial and other resources, and our business may be harmed if we are unable to respond to our competitors effectively.

Competition in our market is intense and involves rapidly changing technologies, evolving industry standards, frequent new product and service introductions, and changes in customer requirements. To maintain and improve our competitive position, we must keep pace with the evolving needs of our customers and continue to develop and introduce new features, services and solutions in a timely and efficient manner. Our primary competitors are international payment processors, multi-currency payment service providers and global e-commerce payment service providers. Our competitors that are financial institutions or subsidiaries of financial institutions do not incur the costs associated with being sponsored by a bank for registration with the card networks. These factors may allow them to offer better pricing terms to customers, which could result in a loss of our current or potential customers or could force us to lower our prices as well. Either of these actions could adversely affect our business, financial condition and results of operations.

Currently, there is a high level of concentration in the international payment processing industry, with a few large processors providing payment card processing services to acquiring banks on a multi-national and multi-regional basis. International processors with whom we compete include: First Data Corporation, with its OmniPay Limited subsidiary operating a multi-currency platform; Elavon, Inc., a wholly owned subsidiary of U.S. Bancorp, that operates in North America and Europe; and WorldPay (UK) Limited, formerly owned by Royal Bank of Scotland Group, PLC, that also primarily services the North American and European markets.

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The multi-currency payment service industry is largely segmented among large, international processors, which provide multi-currency processing services as part of their broader international payment processing service, including those referenced above, and smaller companies who work on a regional or local basis to provide DCC or multi-currency processing services on behalf of acquiring banks or merchants. Specialized DCC providers include: FEXCO Holdings; Travelex Holdings Limited; Global Blue; Monex Financial Services Limited; Pure Commerce Pty Ltd; Fintrax Group Holdings, Ltd.; and Continuum Commerce Ltd. (formerly known as GCX (Global Currency Exchange Limited)).

In the global e-commerce payment space, our Multi-Currency Pricing service and iPAY Gateway, or iPAY, compete with several international online payment service providers, including CyberSource Corporation, a subsidiary of Visa, MasterCard International Gateway Services, or MIGS, PayPal, Inc., GlobalCollect, WorldPay (UK) Limited, and Payvision. In the Asia Pacific region, we compete against regional providers, including AsiaPay Limited, Joint Electronic Teller Services Ltd., or JETCO, and eNETS Pte Ltd, but also support MIGS.

Several of our competitors enjoy substantial competitive advantages such as:

greater name and brand recognition and longer operating histories;

larger sales and marketing budgets and resources;

greater resources to make acquisitions of other competitors or products, services and technologies that strengthen their service and solution offerings and increase their presence in the market;

lower labor and development costs;

larger intellectual property portfolios related to electronic payment methods and systems; and

substantially greater financial, technical, customer support and other resources.

Conditions in our market could change rapidly and significantly as a result of technological advancements or market consolidation. For example, one of our smaller payment processing competitors may be acquired by a larger company with significant resources, and could leverage those resources to become a more significant competitive presence in our market. The development and market acceptance of alternative technologies could decrease the demand for our services and solutions or render them obsolete.

Our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies, including Internet payment processing services that provide improved operating functionality and features to their service and solution offerings. If successful, their development efforts could render our services and solutions less desirable to customers. If we are unable to compete successfully in the future, our business may be harmed.

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We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, our financial performance may suffer.

We have substantially expanded our overall business, customer base, employee headcount and operations in recent periods both domestically and internationally. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our managerial, customer operations, research and development, sales and marketing, manufacturing, administrative, financial and other resources. In particular, we provided our services to 7,946 active merchant locations in seven countries and territories as of December 31, 2008 and over 25,000 active merchant locations in 16 countries and territories as of September 30, 2011. Our growth strategy contemplates further increasing the number of our customers and active merchant locations, however, the rate at which we have been able to establish relationships with our customers and active merchant locations in the past may not be indicative of the rate at which we will be able to do so in the future.

Our success will depend in part upon the ability of our management team to manage growth effectively. Our ability to grow also depends upon our ability to successfully hire, train, supervise, and manage new employees, obtain financing for our capital needs, expand our systems effectively, control increasing costs, allocate our human resources optimally, enhance and improve our operational functions and our finance and accounting functions, and manage the pressures on our management and administrative, operational and financial infrastructure. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we continue to expand our operations or that we will be able to manage growth effectively or to achieve further growth at all. If our business does not continue to grow or if we fail to effectively manage any future growth, our business, financial condition and results of operations could be adversely affected.

Our quarterly results are inherently unpredictable and subject to substantial fluctuations, and, as a result, we may fail to meet the expectations of securities analysts and investors, which could adversely affect the trading price of shares of our common stock.

We expect our quarterly revenue and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control and any of which may cause our stock price to fluctuate. The factors that may affect the unpredictability of our quarterly results include, but are not limited to:

our dependence on a limited number of customers;

our reliance on acquiring banks, processors, merchants and other technology providers to integrate our services within their services and to offer our services to consumers;

the timing of new service launches with new and existing customers;

our inability to increase sales to existing customers, retain existing customers and attract new customers;

seasonality in the use of our services, as our revenue has historically been seasonal with the first quarter of our year traditionally having less revenue compared to the prior fourth fiscal quarter;

changes in our pricing policies;

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the amount and timing of operating expenses and capital expenditures related to the expansion of our operations and infrastructure;

the timing of revenue and expenses related to the development or acquisition of technologies, products, services or businesses;

changing market conditions;

competition;

failures of our services that result in contractual penalties or terminations; and

economic, regulatory and political conditions in the markets where we operate or anticipate operating, particularly those impacting cross-border travel and commerce.

As a result, we believe that quarter-to-quarter comparisons of operating results are not necessarily a good indication of what our future performance will be. It is likely that in some future quarters, our operating results may be below the expectations of securities analysts or investors, in which case the price of shares of our common stock may decline and we could face costly securities class action suits or other unanticipated issues.

Seasonality may cause fluctuations in our operating results.

Our revenue has historically been seasonal with the first quarter of our year traditionally having less revenue compared to the prior fourth fiscal quarter. We believe that increased international travel and spending by consumers during the traditional holiday months of November and December cause the fourth quarter of our year to have relatively higher revenue than our other quarters. Our seasonal volumes and revenue trends could change from those we have historically experienced upon our entry into new geographies, such as our entry into the Middle East in 2010.

In addition, the timing of signing a contract and implementing our services with a large acquiring bank or processor and bringing their merchants on board may overshadow seasonal factors in any particular quarterly period. In the future, we may experience revenue growth from additional other factors such as regulatory mandates that could continue to mask underlying seasonality of our business. Seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our results of operations in the future. We expect seasonality to continue to impact our business in the future.

Where we have direct contractual acquiring relationships with merchants, we incur chargeback liability when our merchants fail to reimburse chargebacks resolved in favor of their customers. We cannot accurately anticipate these liabilities, which may adversely affect our results of operations and financial condition.

In the event a billing dispute between a consumer and a merchant is not resolved in favor of the merchant, the transaction is normally "charged back" to the merchant and the purchase price is credited or otherwise refunded to the consumer. If we are acting as the acquiring bank by virtue of our status as an ISO and are unable to collect such amounts from the merchant's account or reserve account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback, we bear the loss for the amount of the refund paid to the consumer. The risk of chargebacks is typically greater

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with those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. Although only a small part of our revenue is derived from direct contractual acquiring relationships with merchants, any increase in chargebacks not paid by our merchants may adversely affect our business, financial condition and results of operations.

Where we have direct contractual acquiring relationships with merchants, fraud by merchants or others or the violation of card association requirements by merchants could have an adverse effect on our operating results and financial condition.

We have potential liability for fraudulent bankcard transactions or credits initiated by merchants or others where we are acting as the acquiring bank by virtue of our status as an ISO. Examples of merchant fraud include when a merchant processes fraudulent debit transactions or credits an accomplice's payment card for transactions that did not occur or intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeit and fraud. While we have systems and procedures designed to detect and reduce the impact of fraud, we cannot ensure the effectiveness of these measures. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our chargeback liability or other liability. Additionally, if a merchant fails to comply with the applicable requirements of the card associations, it could be subject to a variety of fines or penalties that may be levied by the card associations. If we cannot collect such amounts from the applicable merchant, we could end up bearing such fines or penalties. Although only a small part of our revenue are derived from direct contractual relationships with merchants, increases in chargebacks or other liability could adversely affect our business, financial condition and results of operations.

We are exposed to currency exchange risk.

We perform currency conversion data processing services, which involves processing and accounting for payments in multiple currencies. The currency conversion underlying such services is presently carried out through the card associations and certain acquiring banks with different exchange rates being applied to a transaction on authorization and subsequent settlement. In most cases, we may have exposure to between one and three days of currency exchange risk. Daily fluctuations will occur in the rate of exchange of the various currencies for which we offer multi-currency payment processing. These fluctuations may be favorable or adverse. Although there can be no guarantee that future fluctuations will match events to date, our analysis of these variations over an extended period of years indicates that variations over the short run have been substantially less than the margin that we charge for multi-currency payment processing transactions, and over the long run to date, the average variation has been nominal. In most cases, we share revenue with acquiring banks and processors and merchants after taking into account foreign exchange fluctuations, and therefore the risk is borne proportionately by us and the other parties participating in these transactions. Although we do not currently engage in hedging or other techniques to minimize exposure to currency exchange risk, we may decide to do so in the future as international transactional volume increases, and such techniques would introduce additional risks, including the risk that a counterparty may be unable to fulfill its obligations to us under such contracts.

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Additionally, in the future, it is possible that an increasing proportion of our revenue will be received in non-U.S. currencies that may be subject to foreign currency risk as international currencies fluctuate relative to the value of the U.S. Dollar. Resulting exchange gains and losses are included in our net income. This may give rise to an exchange risk against the U.S. Dollar upon repatriation of foreign currency earnings or upon consolidation for financial account purposes. We will consider strategies for managing and hedging such risks once the volume of foreign earnings reaches certain threshold levels. Furthermore, we may become subject to exchange control regulations that might restrict or prohibit the conversion of its revenue currencies into U.S. Dollars or other freely tradable currencies. The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.

Our business may suffer if it is alleged or found that our services infringe the intellectual property rights of others.

The operation of our business may subject us to claims of infringement or misappropriation of third party intellectual property. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management's attention and resources, damage our reputation and brand, and cause us to incur significant expenses. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations. Further, claims of intellectual property infringement might require us to redesign or replace affected services, delay affected service offerings, enter into costly settlement or license agreements or pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing, selling or distributing the affected services. If we cannot or do not license the infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, our customers may not purchase our services if they are concerned that our services infringe third party intellectual property rights. This could reduce the market opportunity for the sale of our services and solutions.

For example, a competitor holds a patent for a particular method of performing DCC in several countries and territories including Canada, Hong Kong, India, Malaysia, Singapore and Taiwan, which could obstruct or impair us from doing business in those jurisdictions. Other parties, including other competitors, have filed patent applications or obtained patents with respect to various aspects of DCC in the United States and abroad. We closely monitor these applications and the actions of other parties who hold patents relating to DCC. Our ability to do business in particular jurisdictions may be severely impaired in the event that a third party successfully argues that any of our services, including Pay In Your Currency, infringe a patent held by such third party. Any pre-emptive legal action or legal action to defend against a lawsuit may not be successful, and could result in substantial legal fees, which could adversely affect our financial condition and results of operations.

Further, we are contractually obligated to indemnify certain customers or other third parties that use our services for losses suffered or incurred in the event our services are alleged to infringe a third party's intellectual property rights. The term of these indemnity provisions is generally perpetual after execution of the customer agreement subject to the statute of limitations.

The occurrence of any of these events may adversely affect our business, financial condition and results of operations.

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The success of our business depends on our ability to protect and enforce our intellectual property rights.

We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, to the extent available, may be very difficult to enforce and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying, infringement or use, which could adversely affect our competitive position.

As of December 31, 2011, we had one patent issued and two patent applications pending in the United States, and multiple issued patents in India, New Zealand, the Philippines, Singapore and Sri Lanka and patent applications pending in several other jurisdictions, all of which are counterparts to our patent and patent applications in the United States. We cannot ensure that any of our pending applications will be granted or that any of our issued patents will adequately protect our intellectual property. Any patents that may be issued to us may be contested, circumvented, found unenforceable or invalidated and we may not be able to prevent third parties from infringing them. In addition, third parties could claim invalidity, co-inventorship, re-examination, or similar claims with respect to any of our currently issued patents or any patents that may be issued to us in the future. Any such claims, whether or not successful, could be extremely costly to defend, divert management's attention and resources, damage our reputation and brand, and substantially harm our business.

In addition to patented technology, we rely on our unpatented technology and trade secrets. We generally seek to protect this information by confidentiality, non-disclosure and assignment of invention agreements with our employees and contractors and with parties with which we do business. These agreements may be breached and we may not have adequate remedies for any such breach. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors. To the extent that our employees, contractors, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

In order to protect or enforce our proprietary technology, we may initiate litigation against third parties, such as patent infringement suits or patent interference proceedings. Litigation may be necessary to assert claims of infringement, enforce our patents, protect our trade secrets or know-how, or determine the enforceability, scope and validity of the proprietary rights of others. Any lawsuits that we initiate could be expensive, take significant time and divert management's attention from other business concerns. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially valuable.

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If, for any of the above reasons, our intellectual property is disclosed or misappropriated, it would harm our ability to protect our rights and could adversely affect our business, financial condition and results of operations.

We may not be able to enforce our contracts with our customers, including any exclusivity arrangements.

If our customers do not comply with the terms of our contracts, such as the payment of fees or exclusivity arrangements, we may lose revenue and this may adversely affect our business. Particularly, if those customers with whom we have exclusivity arrangements do not comply with these provisions, we may lose business to our competitors. If our customers do not comply with the provisions of our contracts, we may be required to enter into expensive litigation in order to enforce our rights. We cannot be certain that any such litigation would be successful. Even if successful, litigation may merely prevent a customer from engaging in competitive activity but would not necessarily require the customer to continue to use our services and, in any event, may severely harm the working relationship with such customer and other existing and potential customers that may learn of the litigation.

The costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our financial position and results of operations.

From time to time, we may be involved in various litigation matters and governmental or regulatory investigations or similar matters arising out of our business. Our insurance may not cover all claims that may be asserted against it, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any pending or future litigation or investigation significantly exceed our insurance coverage, they could adversely affect our business, financial condition and results of operations In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all. In addition, the expense of defending litigation may be significant, the amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management's attention from the day-to-day operations of our business, any of which could adversely affect our business, results of operations and cash flows.

Our inability to acquire and integrate other businesses, services or technologies could seriously harm our competitive position.

In order to remain competitive, obtain key competencies or accelerate our time to market, we may seek to acquire additional businesses or technologies and new products. To date, we have a limited history of acquisitions. Most recently, we completed the acquisition of the assets of iPAY and its associated merchant processing portfolio in 2008. If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms of the acquisition, financing the acquisition, or effectively integrating the acquired business, services or technology into our existing business and operations. We may have difficulty integrating acquired technologies or products with our existing services and solutions. Our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, services or technology, including issues related to intellectual property, quality, regulatory compliance practices, revenue recognition or other accounting practices or

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employee or customer issues. If we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of shares of our common stock. In addition, any acquisitions we are able to complete may not result in the synergies or any other benefits we had expected to achieve, which could result in substantial write-offs. Contemplating or completing an acquisition and integrating an acquired business, services or technology will significantly divert management and employee time and resources. Further, if the integration process does not proceed smoothly, the following factors, among others, could reduce our revenue and earnings, increase our operating costs, and result in a loss of projected synergies:

if we are unable to successfully integrate the benefits, duties and responsibilities, and other factors of interest to the management and employees of the acquired business, we could lose employees to our competitors in the region, which could significantly affect our ability to operate the business and complete the integration; and

if the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers to our competitors, which would reduce our revenue and earnings.

Our business is subject to changing regulations regarding corporate governance, disclosure controls, internal control over financial reporting and other compliance areas that will increase both our costs and the risk of noncompliance. If we fail to comply with these regulations or remediate the material weakness identified in our internal control over financial reporting, we could face difficulties in preparing and filing timely and accurate financial reports.

Upon completion of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and the rules and regulations of The NASDAQ Stock Market. In addition, we are currently listed on AIM and subject to AIM's admission and compliance requirements. Achieving and maintaining compliance with these rules and regulations will increase our legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and may also place increased strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and, in the future, internal control over financial reporting. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our prior period financial statements. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports filed with the SEC, beginning for our year ending December 31, 2013 under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of shares of our common stock.

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In connection with the restatement of our financial statements as of December 31, 2009 and 2010 and for the three years ended December 31, 2010, we received a letter from our independent registered public accounting firm stating that there was a material weakness in internal control over financial reporting under the standards established by the Public Company Accounting Oversight Board. The letter stated that our internal control regarding management's detailed review of our financial statements (including footnotes) was not operating effectively. In preparing our financial statements for the three years ended December 31, 2008, 2009 and 2010, there was a lack of adequate controls to ensure that the figures in the financial statements were reconciled to the underlying supporting schedules and that our significant accounting policies adhered to U.S. GAAP. The result of this specific internal control not operating effectively was an indication that (1) our internal control over financial reporting was not operating effectively to mitigate potential material misstatements and (2) additional misstatements in the financial statements may occur if this deficiency is not remediated.

A complete listing of the adjustments that led to the above conclusion, that there was a material weakness in our internal control over financial reporting, is set forth in Note 2 (Immaterial restatement) to our consolidated financial statements included elsewhere in this prospectus. If we are unable to appropriately maintain the remediation plan we have recently implemented and maintain any other necessary controls currently in place or that we implement in the future, or if any difficulties are encountered in their implementation or improvement, (1) our management might not be able to certify, and our independent registered public accounting firm might not be able to report on, the adequacy of our internal control over financial reporting, which would cause us to fail to meet our reporting obligations, and (2) additional misstatements in our financial statements may occur.

In addition to the remediation plan, in order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting going forward, we will need to expend significant resources and provide significant management oversight. We have a substantial effort ahead of us to implement appropriate processes, document our system of internal control over relevant processes, assess their design, remediate any deficiencies identified and test their operation. As a result, management's attention may be diverted from other business concerns, which could harm our business, operating results and financial condition. These efforts will also involve substantial accounting-related costs. Prior to this offering, we have never been required to test our internal controls within a specified period and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner, particularly if material weakness or significant deficiencies persist.

Implementing any appropriate changes to our internal controls may require specific compliance training of our directors, officers and employees, entail substantial costs in order to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In the event that we are not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, our internal controls are perceived as inadequate or that we are unable to produce timely or accurate financial statements, our stock price could decline and we could be subject to sanctions or investigations by The NASDAQ Stock Market, the SEC or other regulatory authorities, which would require additional financial and management resources.

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The Sarbanes-Oxley Act and the rules and regulations of The NASDAQ Stock Market may make it more difficult and more expensive for us to maintain directors' and officers' liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain or increase coverage. If we are unable to maintain adequate directors' and officers' insurance, our ability to recruit and retain qualified directors, especially those directors who may be considered independent for purposes of The NASDAQ Stock Market rules, and officers may be curtailed.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.

In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock, including shares of our common stock sold in this offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

We may not be able to utilize a significant portion of our net operating loss carryforwards, which could adversely affect our results.

As of December 31, 2010, we had federal and state net operating loss carryforwards of $66.7 million due to prior period losses, which expire between 2020 and 2029. Realization of these net operating loss carryforwards is dependent upon future income arising prior to the expiration dates and other factors under the relevant provisions of the Internal Revenue Code of 1986, as amended, or the Code. Our existing net operating loss carryforwards could expire and be unavailable to offset future income tax liabilities or that the use of our net operating loss carryforwards could be limited, which would adversely affect our results.

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Our business and financial performance could be negatively impacted by the application of new tax regulations or changes in existing tax laws or regulations.

We could be subject to taxation by various jurisdictions on our net income or fees charged to customers for our services. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Additionally, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. These events could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and potential future customers may elect not to continue or purchase our services and solutions in the future. If we are unable to pass these tax expenses on to our customers, our costs will increase, reducing our earnings. Any or all of these events could adversely impact our business and financial performance.

Risks related to this offering and ownership of our common stock

There has been only a limited prior market for our common stock in the United States and an active trading market for our common stock may not develop in the United States.

Prior to this offering, there has been a limited public market for shares of our common stock in the United States. In addition, since 2006, our common stock has traded on AIM under the symbols "PPT" and "PPTR," and immediately subsequent to this offering will continue to trade on AIM. Since 2008, our common stock has traded on the OTCQX in the United States under the symbol "PLPM," and immediately subsequent to this offering will cease to trade on the OTCQX. However, there is currently a limited volume of trading in our common stock on AIM and OTCQX, which affects the liquidity of our common stock. We cannot predict when or whether investor interest in our common stock might lead to an increase in its market price or the development of a more active trading market. The initial public offering price for our common stock will be determined through negotiations with the underwriters based on a number of factors, including the historic trading prices of our common stock on AIM, that might not be indicative of prices that will prevail in the trading market for our common stock in the United States. While our shares of common stock will be approved for trading on The NASDAQ Global Market, an active trading market for our shares in the United States may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult to sell shares purchased in this offering without depressing the market price for the shares, or at all.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of listed companies. Stock prices of many newly public companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, financial condition and results of operations.

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Upon the completion of this offering, our common stock will be traded on two separate stock markets and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price; in addition, investors may not be able to easily move shares for trading between such markets.

Our shares of common stock are already admitted to and traded on AIM and will now be additionally listed and traded on The NASDAQ Global Market. Price levels for our common stock may fluctuate significantly on either market, independent of our common stock price on the other market. Investors could seek to sell or buy our common stock to take advantage of any price differences between the two markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our common stock prices on either exchange and the volumes of shares of our common stock available for trading on either exchange. In addition, holders of common stock in either jurisdiction will not be immediately able to transfer such common stock for trading on the other market without effecting necessary procedures with our transfer agent. This could result in time delays and additional cost for our stockholders. Further, if we are unable to continue to meet the regulatory requirements for admission to AIM or listing on The NASDAQ Global Market, we may lose our admission to AIM or listing on The NASDAQ Global Market, which could impair the liquidity of shares of our common stock. Investors whose source of funds for the purchase of shares of our common stock is denominated in a currency other than U.S. Dollars may be adversely affected by fluctuations in the exchange rate between such currency and the U.S. Dollar, even if the price of our common stock increases.

A significant portion of our total outstanding shares may be sold into the market in the near future. If there are substantial sales of shares of our common stock, the price of shares of our common stock could decline.

The price of shares of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock available for sale. After this offering, we will have outstanding             shares of our common stock, based on 58,565,195 shares outstanding as of September 30, 2011. Upon listing shares of our common stock on The NASDAQ Global Market, stockholders who are not affiliates as such term is defined under Rule 144 and who have held their shares for more than one year may trade their shares on The NASDAQ Global Market. We, our officers, directors and certain other stockholders have entered into lock-up agreements with the underwriters that provide that for 180 days after the date of this prospectus neither we nor they will offer, pledge, sell or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge or disposition, subject to limited exceptions. J.P. Morgan Securities LLC may, in its sole discretion, permit our officers, directors, employees and current stockholders who are subject to the 180-day contractual lock-up to sell shares prior to the expiration of the lock-up agreements. The 180-day lock-up period is subject to extension in some circumstances. Following the expiration of the lock-up period, all of these shares will be eligible for future sale, subject to the applicable volume, manner of sale, holding

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period and other limitations of Rule 144. As a result, after this offering, shares of our common stock will be able to be sold in the near future as set forth below.

 
Date available for sale into public market
  Number of shares and % of total outstanding
 

Immediately after the date of this prospectus

               shares, or    %,

181 days after the date of this prospectus

               shares, or    %, of which             , or    %, shares will be subject to limitations under Rules 144 and 701
 

After this offering, the holders of an aggregate of             shares of our common stock outstanding as of September 30, 2011 will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders. All of these shares are subject to lock-up agreements restricting their sale for 180 days after the date of this prospectus. We also intend to register shares of common stock that we have issued and may issue under our employee equity incentive plans. Once we register these shares, they will be able to be sold freely in the public market upon issuance, subject to existing lock-up agreements. The market price of the shares of our common stock could decline as a result of sales of a substantial number of our shares in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

If securities or industry analysts in the United States do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We may never obtain research coverage by securities analysts in the United States, and industry analysts that currently cover us may cease to do so. If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock would be negatively impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

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Our directors, executive officers and principal stockholders will continue to have substantial control over us after this offering and could delay or prevent a change in corporate control.

After this offering, our directors, executive officers and holders of more than 5% of our common stock, together with their affiliates, will beneficially own, in the aggregate,    % of our outstanding common stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our Company. Accordingly, this concentration of ownership might harm the market price of shares of our common stock by:

delaying, deferring or preventing a change of control of us;

impeding a merger, consolidation, takeover or other business combination involving us; or

discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of shares of our common stock increases.

If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution.

If you purchase shares of our common stock in this offering, you will experience substantial and immediate dilution in the pro forma net tangible book value per share after giving effect to this offering of $             per share as of September 30, 2011, based on an assumed initial public offering price of $             per share, which represents the midpoint of the estimated price range set forth on the cover page of this prospectus, because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our common stock. You will experience additional dilution upon exercise of warrants, upon exercise of options to purchase common stock under our equity incentive plans, if we issue restricted stock to our employees under our equity incentive plans or if we otherwise issue additional shares of our common stock. In addition, if the underwriters exercise their over-allotment option to purchase additional shares from us, investors in this offering will experience additional dilution. For a further description of the dilution that you will experience immediately after this offering, see "Dilution."

Delaware law and provisions in our amended and restated certificate of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of shares of our common stock.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change of control by prohibiting us from

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engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and restated bylaws that will become effective immediately following the completion of this offering will contain provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors, including the following:

our Board of Directors will continue to be classified into three classes of directors with staggered three-year terms;

only our chairman of the board, our chief executive officer, our president or a majority of our Board of Directors will be authorized to call a special meeting of stockholders;

our stockholders will only be able to take action at a meeting of stockholders and not by written consent;

vacancies on our Board of Directors will be able to be filled only by our Board of Directors and not by stockholders;

directors may be removed from office only for cause;

our restated certificate of incorporation will authorize undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval;

advance notice procedures will apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; and

if two-thirds of our Board of Directors approves the amendment of our certificate of incorporation and bylaws, or any provisions thereof, then such amendment need only be approved by stockholders holding a majority of our outstanding shares of common stock entitled to vote, otherwise, such amendment must be approved by stockholders holding two-thirds of our outstanding shares of common stock entitled to vote.

For information regarding these and other provisions, see "Description of capital stock."

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Special note regarding forward-looking statements
and industry data

This prospectus includes forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend" and "expect" and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in "Risk factors." In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

This prospectus also contains estimates and other data concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications, surveys and forecasts, including those generated by the International Data Corporation, The Nilson Report and the Economist Intelligence Unit. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to this information. Although we believe the information in these industry publications, surveys and forecasts is reliable, any projections, assumptions and estimates, including market size and growth rates of the markets in which we participate, is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk factors" and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us.

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Use of proceeds

We estimate that our net proceeds from the sale of the shares of common stock that we are offering will be approximately $          million, or $          million if the underwriters' over-allotment option is exercised in full, assuming an initial public offering price of $         per share (which represents the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $          million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

The principal purposes of this offering are to obtain additional capital, create a more liquid public market for our common stock in the United States, facilitate our future access to the U.S. public equity markets, increase awareness of our company among potential customers and improve our competitive position. We plan to use the net proceeds of this offering for general corporate purposes, including working capital. Additionally, we may choose to expand our current business through acquisitions of or investments in other businesses, products or technologies, using cash or shares of our common stock. However, we have no commitments with respect to any such acquisitions or investments at this time.

Pending use of proceeds from this offering, we intend to invest the proceeds in short-term, interest-bearing, investment-grade securities. Our management will have broad discretion in the application of the net proceeds from this offering to us, and investors will be relying on the judgment of our management regarding the application of the proceeds.

Dividend policy

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to declare or pay any dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors considers relevant.

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Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2011 on:

an actual basis;

a pro forma basis to give effect to (1) the automatic conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective immediately prior to the completion of this offering, and (2) the effectiveness upon the completion of this offering of our restated certificate of incorporation; and

a pro forma as adjusted basis to reflect the pro forma adjustments and give effect to the issuance and sale by us of              shares of common stock in this offering, and the receipt of the net proceeds from our sale of these shares at an assumed initial public offering price of $         per share, which represents the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table in conjunction with the sections titled "Selected consolidated financial data" and "Management's discussion and analysis of financial condition and results of operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

   
 
  As of September 30, 2011  
(Unaudited)
  Actual
  Pro forma
  Pro forma
as adjusted(1)

 
   

Cash and cash equivalents

  $ 6,012,498   $ 6,012,498   $    
       

Long-term portion of capital leases

  $ 234,600   $ 234,600        

Stockholders' equity:

                   
 

Convertible preferred stock, par value $0.01, 4,000,000 authorized and 2,243,750 shares issued and outstanding (actual); 10,000,000 shares authorized and no shares issued or outstanding (pro forma and pro forma as adjusted)

    22,438          
 

Common stock, par value $0.01, 80,000,000 shares authorized and 51,714,051 shares issued and outstanding (actual); 250,000,000 shares authorized and 58,565,195 shares issued and outstanding (pro forma); and 250,000,000 shares authorized and             shares issued and outstanding (pro forma as adjusted)

    517,140     585,651        
 

Additional paid-in capital

    93,926,548     93,880,475        
 

Warrants

    1,622,651     1,622,651        
 

Accumulated other comprehensive loss

    (44,255 )   (44,255 )      
 

Accumulated deficit

    (79,245,357 )   (79,245,357 )      
       
   

Total stockholders' equity

    16,799,165     16,799,165        
       
     

Total capitalization

  $ 17,033,765   $ 17,033,765   $    

     
   


(footnote on next page)


 

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(1)   A $1.00 increase (decrease) in the assumed initial public offering of $         per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by $          million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma information discussed above is illustrative only and following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. If the underwriters' option to purchase additional shares to cover over allotments is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization would increase by $          million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and we would have             shares of our common stock issued and outstanding, pro forma as adjusted.

The table above excludes the following shares:

7,844,794 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.27 per share;

741,576 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.25 per share, which warrants do not do not expire upon the completion of this offering;

1,381,717 shares of common stock issuable upon the exercise of a warrant outstanding as of September 30, 2011, with an exercise price of $1.31 per share, which will be automatically net exercised upon the completion of this offering, if not exercised before then;

5,000,000 shares of common stock reserved for future issuance under our 2012 Equity Incentive Plan, which will become effective upon the completion of this offering; and

800,000 shares of common stock reserved for future issuance under our 2012 Employee Stock Purchase Plan, which will become effective upon the completion of this offering.

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Dilution

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Our pro forma net tangible book value as of September 30, 2011 was $11.0 million, or $0.19 per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of September 30, 2011, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective upon the completion of this offering.

After giving effect to our sale in this offering of             shares of common stock at an assumed initial public offering price of $         per share (which represents the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of September 30, 2011 would have been approximately $          million, or $         per share of common stock. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution of $         per share to investors purchasing shares in this offering. The following table illustrates this per share dilution:

   

Assumed initial offering price per share

           $       
 

Pro forma net tangible book value per share as of September 30, 2011

  $ 0.19           
 

Increase in pro forma net tangible book value per share attributable to investors purchasing shares in this offering

                   
             

Pro forma as adjusted net tangible book value per share after this offering

                   
             

Dilution in pro forma net tangible book value per share to investors in this offering

           $       
             
   

A $1.00 increase (decrease) in the assumed initial public offering of $         per share would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $         ($    ), assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma net tangible book value per share after giving effect to this offering would be approximately $         per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be approximately $         per share.

The following table summarizes, as of September 30, 2011, the differences between the number of shares of common stock purchased from us, after giving effect to the conversion of our convertible preferred stock into common stock, the total cash consideration paid and the average price per share paid by our existing stockholders and by our new investors purchasing

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shares in this offering at the assumed initial public offering price of $         per share (which represents the midpoint of the estimated price range set forth on the cover page of this prospectus), before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

   
 
  Shares purchased   Total consideration    
 
 
  Average price
per share

 
 
  Number
  Percent
  Amount
  Percent
 
   

Existing stockholders

                  % $               % $       

New investors

                                           
       

Totals

             100 % $              100 %         

     
   

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) total consideration paid by new investors by $          million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, our existing stockholders would own         % and our new investors would own         % of the total number of shares of our common stock outstanding after this offering.

Sales of shares of common stock by the selling stockholders in this offering will reduce the number of shares of common stock held by existing stockholders to             , or approximately     % of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to             , or approximately    % of the total shares of common stock outstanding after this offering.

The table and discussion above exclude the following shares:

7,844,794 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.27 per share;

741,576 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2011, with a weighted-average exercise price of approximately $2.25 per share, which warrants do not do not expire upon the completion of this offering;

1,381,717 shares of common stock issuable upon the exercise of a warrant outstanding as of September 30, 2011, with an exercise price of $1.31 per share, which will be automatically net exercised upon the completion of this offering, if not exercised before then;

5,000,000 shares of common stock reserved for future issuance under our 2012 Equity Incentive Plan, which will become effective upon the completion of this offering; and

800,000 shares of common stock reserved for future issuance under our 2012 Employee Stock Purchase Plan, which will become effective upon the completion of this offering.

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Selected consolidated financial data

You should read the following selected historical consolidated financial data in conjunction with "Management's discussion and analysis of financial condition and results of operations" and the consolidated financial statements, related notes and other financial information appearing elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes included in this prospectus.

The consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 and the consolidated balance sheet data as of December 31, 2009 and 2010 are derived from our audited consolidated financial statements included in this prospectus. The consolidated statements of operations data for the years ended December 31, 2006 and 2007 and the consolidated balance sheet data as of December 31, 2006, 2007 and 2008 are derived from our audited consolidated statements not included in this prospectus. The unaudited consolidated statements of operations data for the nine months ended September 30, 2010 and 2011, and the unaudited consolidated balance sheet data as of September 30, 2011, are derived from our unaudited financial statements that are included elsewhere in the prospectus. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full year.

Certain adjustments and reclassifications have been made to the financial statements for the five years ended December 31, 2010 and the nine months ended September 30, 2010. For the years ended December 31, 2006 and 2007, the multi-currency processing services revenue was previously presented gross of amounts related to certain third party revenue share arrangements. These periods have been corrected to show the transaction fee that we earn for our multi-currency processing services. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in cost of revenue in those periods. For 2006 and 2007, the reductions in revenue and the corresponding reductions in cost of revenue were $2.6 million and $9.4 million, respectively. Please see "Management's discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates—Revenue recognition" for further information regarding our accounting policy on revenue recognition. Please refer to the immaterial restatement disclosure located in Note 2 to the consolidated financial statements for further information regarding the adjustments made to the three years ended December 31, 2010.

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  Year ended December 31,   Nine months ended
September 30,
 
 
  2006
  2007
  2008
  2009
  2010
  2010
  2011
 
   

Consolidated statements of operations data:

                                           

Revenue:

                                           
 

Net revenue

  $ 2,856,208   $ 8,859,349   $ 21,185,878   $ 26,319,319   $ 30,553,164   $ 21,026,680   $ 29,527,135  
       

Operating expenses:

                                           
 

Cost of revenue:

                                           
   

Payment processing service fees

    831,457     2,367,447     9,808,434     10,175,430     10,051,640     7,423,046     8,273,579  
   

Processing and service costs(1)

    4,702,893     6,581,177     6,434,693     6,282,743     6,980,981     5,175,096     6,758,294  
   

Software licenses impairment

                    1,108,514          
       
     

Total cost of revenue

    5,534,350     8,948,624     16,243,127     16,458,173     18,141,135     12,598,142     15,031,873  
 

Selling general and administrative expenses(1)

    8,672,434     12,539,874     15,365,254     12,822,449     14,304,448     10,354,051     13,580,381  
 

Goodwill impairment

            129,887                  
       
     

Total operating expenses

    14,206,784     21,488,498     31,738,268     29,280,622     32,445,583     22,952,193     28,612,254  
 

(Loss) income from operations

    (11,350,576 )   (12,629,149 )   (10,552,390 )   (2,961,303 )   (1,892,419 )   (1,925,513 )   914,881  

Other (expense) income:

                                           
 

Interest expense

    (388,699 )   (902,227 )   (1,015,633 )   (1,236,504 )   (1,169,578 )   (906,286 )   (307,796 )
 

Interest income

    142,373     156,800     140,191     18,702     429     142     804  
 

Other income

                            98,682  
       
 

Total other expense, net

    (246,326 )   (745,427 )   (875,442 )   (1,217,802 )   (1,169,149 )   (906,144 )   (208,310 )
       
 

(Loss) income from continuing operations before provision for income taxes

    (11,596,902 )   (13,374,576 )   (11,427,832 )   (4,179,105 )   (3,061,568 )   (2,831,657 )   706,571  
 

Provision for income taxes

    (2,453 )   (3,618 )   (1,681 )   (4,095 )   (3,219 )       (106,260 )
       
 

(Loss) income from continuing operations

    (11,599,355 )   (13,378,194 )   (11,429,513 )   (4,183,200 )   (3,064,787 )   (2,831,657 )   600,311  
 

(Loss) income from discontinued operations, net of taxes

            272,847                  
       
 

Net (loss) income

  $ (11,599,355 ) $ (13,378,194 ) $ (11,156,666 ) $ (4,183,200 ) $ (3,064,787 ) $ (2,831,657 ) $ 600,311  
       

Basic net (loss) income per share from continuing operations

  $ (0.63 ) $ (0.59 ) $ (0.43 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       

Basic net (loss) income per share from discontinued operations

  $   $   $ 0.01   $   $   $   $  
       

Basic net (loss) income per share applicable to common stockholders

  $ (0.63 ) $ (0.59 ) $ (0.42 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       

Diluted net (loss) income per share applicable to common stockholders

  $ (0.63 ) $ (0.59 ) $ (0.42 ) $ (0.12 ) $ (0.08 ) $ (0.07 ) $ 0.01  
       

Weighted average common stock outstanding (basic)

    18,325,823     22,836,166     26,720,171     33,725,727     40,431,073     39,316,392     48,834,130  
       

Weighted average common stock outstanding (diluted)

    18,325,823     22,836,166     26,720,171     33,725,727     40,431,073     39,316,392     51,593,111  
       

Pro forma basic net (loss) income per share applicable to common stockholders(2)

                          $ (0.06 )       $ 0.01  
                                         

Pro forma diluted net (loss) income per share applicable to common stockholders(2)

                          $ (0.06 )       $ 0.01  
                                         

Pro forma weighted average common stock outstanding (basic)(2)

                            51,756,993           55,685,274  
                                         

Pro forma weighted average common stock outstanding (basic)(2)

                            51,756,993           58,444,255  
                                         

                           
(footnotes on next page)
 

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  Year ended December 31,   Nine months ended
September 30,
 
 
  2006
  2007
  2008
  2009
  2010
  2010
  2011
 
   

Key metrics:

                                           

Consolidated gross billings(3)

  $ 5,470,018   $ 18,216,436   $ 35,849,475   $ 47,045,268   $ 64,653,725   $ 43,225,609   $ 70,903,471  

Adjusted EBITDA (non-GAAP)(4)

  $ (9,630,329 ) $ (9,347,301 ) $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

Capitalized expenditures

  $ 494,560   $ 1,546,202   $ 1,852,125   $ 2,069,497   $ 2,350,507   $ 1,712,944   $ 1,573,772  

Total active merchant locations (at period end)(5)(11)

                7,946     10,078     16,697     13,610     25,013  

Multi-currency processing services key metrics:

                                           

Active merchant locations (at period end)(5)(11)

                4,530     6,624     12,157     9,982     15,036  

Settled transactions processed(6)(11)

                5,177,650     6,073,226     6,980,010     4,750,334     7,680,971  

Gross foreign currency mark-up(7)

              $ 23,769,206   $ 33,322,683   $ 52,073,798   $ 34,072,645   $ 60,662,730  

Settled dollar volume processed(8)(11)

              $ 688,808,842   $ 907,901,369   $ 1,377,308,710   $ 916,061,688   $ 1,612,753,388  

Average net mark-up percentage on settled dollar volume processed(9)(11)

                1.32 %   1.39 %   1.30 %   1.30 %   1.20 %

Payment processing services key metrics:

                                           

Active merchant locations (at period end)(5)(11)

                3,416     3,469     4,603     3,682     9,993  

Payment processing services revenue(10)

  $ 1,031,188   $ 2,493,673   $ 12,080,269   $ 13,722,585   $ 12,579,927   $ 9,152,964   $ 10,240,741  
   

(1)   Stock-based expense included in the statements of operations data above was as follows:

   
 
  Year ended December 31,   Nine months
ended
September 30,
 
 
  2006
  2007
  2008
  2009
  2010
  2010
  2011
 
   

Processing and service costs

  $ 245,350   $ 331,978   $ 421,405   $ 437,919   $ 211,582   $ 194,293   $ 107,503  

Selling general and administrative expenses

    531,411     992,220     1,385,062     1,007,106     618,151     448,435     327,651  
       

Total stock-based expense

  $ 776,761   $ 1,324,198   $ 1,806,467   $ 1,445,025   $ 829,733   $ 642,728   $ 435,154  

     
   

(2)   Pro forma net (loss) income per share has been calculated to give effect, even if antidilutive, to (1) the automatic conversion of all outstanding shares of our convertible preferred stock into 6,851,144 shares of common stock effective immediately prior to the completion of this offering, and (2) the effectiveness upon the completion of this offering of our restated certificate of incorporation.

(3)   Represents gross foreign currency mark-up (see footnote 7) plus payment processing services revenue (see footnote 10).

(4)   We define Adjusted EBITDA as GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results. Please see "—Adjusted EBITDA" below for more information and for a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

(5)   We consider a merchant location to be active as of a date if the merchant completed at least one revenue-generating transaction at the location during the 90-day period ending on such date. The total number of active merchant locations exceeds the total number of merchants, as merchants may have multiple locations. As of December 31, 2009 and 2010 and as of September 30, 2010 and 2011, there were 15, 63, 54 and 16 active merchant locations, respectively, that used both our multi-currency processing services and our payment processing services. These amounts are included in multi-currency and payment processing active merchant locations but are not included in total active merchant locations.

(6)   Represents settled transactions processed using our multi-currency processing services.

(7)   Represents the gross mark-up amount on settled dollar volume processed using our multi-currency processing services. Gross mark-up represents multi-currency processing services net revenue plus amounts paid to acquiring banks and their merchants associated with such multi-currency processing transactions. Management believes this metric is relevant because it provides the reader an indication of the gross mark-up derived from multi-currency transactions processed through our platform during a given period. Refer to our revenue recognition policy in Note 3 and segment disclosure in Note 18 of our consolidated financial statements for information on our net revenue from multi-currency processing services.

(footnotes continue
on next page)

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(8)   Represents the total settled dollar volume processed using our multi-currency processing services.

(9)   Represents the average net mark-up percentage earned on settled dollar volume processed using our multi-currency processing services. The average net mark-up percentage on settled dollar volume processed is calculated by taking the reported total multi-currency processing services net revenue ($9.1 million, $12.6 million, and $18.0 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $11.9 million and $19.3 million for the nine months ended September 30, 2010 and 2011, respectively) and dividing by settled dollar volume processed (see footnote 8).

(10) Represents revenue earned and reported on payment processing services.

(11) We started tracking active merchant locations, transactions processed and dollar volume processed beginning in January 2008.

   
 
  As of December 31,   As of September 30,  
 
  2006
  2007
  2008
  2009
  2010
  2011
 
   

Consolidated balance sheet data

                                     

Cash and cash equivalents

  $ 1,860,186   $ 2,824,739   $ 246,848   $ 3,752,423   $ 5,182,499   $ 6,012,498  

Working capital(1)

    502,884     8,031,440     206,869     1,396,446     6,908,916     7,877,958  

Total assets

    6,596,508     14,100,064     10,987,530     16,143,284     19,168,991     22,422,556  

Total liabilities

    6,218,174     11,863,408     17,763,148     17,022,589     13,492,281     5,623,391  

Accumulated deficit

    (48,062,821 )   (61,441,015 )   (72,597,681 )   (76,780,881 )   (79,845,668 )   (79,245,357 )

Total stockholders' equity (deficit)

    378,334     2,236,656     (6,775,618 )   (879,305 )   5,676,710     16,799,165  
   

(1)   Working capital is defined as current assets less current liabilities.

Adjusted EBITDA

This prospectus includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results.

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliation, provides useful information about our period-over-period growth. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation.

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The following table sets forth the reconciliation of Adjusted EBITDA to net (loss) income, our most directly comparable financial measure in accordance with GAAP:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2006
  2007
  2008
  2009
  2010
  2010
  2011
 
   

Adjusted EBITDA:

                                           

Net (loss) income

  $ (11,599,355 ) $ (13,378,194 ) $ (11,156,666 ) $ (4,183,200 ) $ (3,064,787 ) $ (2,831,657 ) $ 600,311  

Interest expense

    388,699     902,227     1,015,633     1,236,504     1,169,578     906,286     307,796  

Interest income

    (142,373 )   (156,800 )   (140,191 )   (18,702 )   (429 )   (142 )   (804 )

Provision for income taxes

    2,453     3,618     1,681     4,095     3,219         106,260  

Depreciation and amortization

    943,486     1,957,650     1,203,644     1,537,674     1,769,650     1,212,387     1,837,147  

Stock-based expense

    776,761     1,324,198     1,806,467     1,445,025     829,733     642,728     435,154  

Gain from discontinued operations(1)

            (272,847 )                

Write off of note receivable(1)

                257,596              

Goodwill impairment

            129,887                  

Software licenses impairment(2)

                    1,108,514          

Convertible debt prepayment(3)

                            601,318  

Derecognition of note payable(4)

                            (700,000 )
       

Adjusted EBITDA (non-GAAP)

  $ (9,630,329 ) $ (9,347,301 ) $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

     
   

(1)   In November 2008, we sold our interest in a joint venture for consideration of a five-year note receivable in the amount of $0.2 million with an annual interest rate of 7%. For the year ended December 31, 2008, we recorded $0.3 million as income from discontinued operations related to this joint venture. For the year ended December 31, 2009, we determined that the note receivable and accrued interest of $0.3 million was uncollectible and in accordance with SAB Topic 5-Z(5), the entire amount was written off to selling, general and administrative expenses within continuing operations. The debtor subsequently filed for bankruptcy in 2010.

(2)   In the fourth quarter of 2010, due to our unsuccessful efforts to sell software licenses previously purchased for resale, we determined that the underlying undiscounted cash flow projections did not support the recorded value of the asset and wrote off the entire asset balance of $1.1 million to cost of revenue for the year ended December 31, 2010.

(3)   In April 2011, the convertible debt holders converted the outstanding principal amount of $9.0 million under convertible notes issued in 2007 and 2008 into an aggregate of 4,049,776 shares of common stock. In addition, we issued 127,318 shares of common stock valued at $0.3 million in lieu of cash payments for accrued interest and 297,682 shares of common stock valued at $0.6 million as a prepayment fee negotiated at the time of conversion. The shares issued for the accrued interest and the prepayment fee were valued at the average closing price of our common stock on AIM under the symbol "PPTR" during the period immediately prior to the conversion.

(4)   In 2003, we entered into an agreement with FHMS and FTB and recorded a liability. Due to a breach of the contractual terms by FHMS and FTB, we did not believe we were 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 nine months ended September 30, 2011, we recorded other income due to the derecognition of the note payable in the amount of $0.7 million.

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Management's discussion and analysis
of financial condition and results of operations

You should read the following discussion and analysis in conjunction with the information set forth under "Selected consolidated financial data" and our consolidated financial statements and related notes included elsewhere in this prospectus. Certain adjustments and reclassifications have been made to the financial statements for the three years ended December 31, 2010 and the nine months ended September 30, 2011. Please see Note 2 (Immaterial restatement) to our consolidated financial statements included elsewhere in this prospectus for further information regarding the adjustments and reclassifications made to the financial statements for the three years ended December 31, 2010 and the nine months ended September 30, 2011. The statements in this discussion regarding our expectations of our future performance, liquidity and capital resources, and other non-historical statements in this discussion, are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under "Risk factors" and elsewhere in this prospectus. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Business overview

Planet Payment is a leading provider of international payment processing and multi-currency processing services. We provide our services to over 25,000 active merchant locations in 16 countries and territories across the Asia Pacific region, North America, the Middle East, Africa and Europe, primarily through our acquiring bank and processor customers, as well as through our own direct sales force. Our point-of-sale and e-commerce services help merchants sell more goods and services to consumers and enable our acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels.

In 2010, we produced 51% of our revenue internationally and 49% in the United States, and in the first nine months of 2011, we produced 57% of our revenue internationally and 43% in the United States through a recurring revenue model that generates fees every time a purchase is made across our network. We manage our business through two operating segments: our multi-currency processing services and our payment processing services. Our multi-currency processing services, which include Pay In Your Currency and Multi-Currency Pricing, enable merchants to offer customized pricing in multiple currencies. Our payment processing services comprise end-to-end authorization, capture, clearing and settlement services to our customers along with localized language support and online access to advanced reconciliation, reporting and analytics services. Our multi-currency processing services represented approximately 65% of our revenue for the nine months ended September 30, 2011 and our payment processing services represented approximately 35% of our revenue.

For the years 2008, 2009, and 2010 and the nine months ended September 30, 2011, our net revenue was $21.2 million, $26.3 million, $30.6 million and $29.5 million, respectively. In the same periods, our net (loss) income was $(11.2) million, $(4.2) million, $(3.1) million and $0.6 million, respectively, and our Adjusted EBITDA was $(7.4) million, $0.3 million, $1.8 million and $3.2 million, respectively. Adjusted EBITDA is a financial measure not calculated in accordance with GAAP. For information on how we calculate Adjusted EBITDA, see "—Key metrics—Adjusted EBITDA."

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Key milestones

In 1999, we founded the company with a vision of providing payment processing services to international merchants. Key milestones in our development include:

In 1999 and 2000, we launched our e-commerce payment processing services in New Zealand and received our first institutional funding. Also in 2000, we signed our first contract for our Pay In Your Currency service in the United States.

In 2002, we implemented an initial trial for our multi-currency processing service in the United States.

In 2003 and 2004, we signed contracts with a number of acquiring banks and processors in the United States, including Vital Processing Services LLC (now TSYS Acquiring Solutions) and Fifth Third Bank Corp.

In 2005, we launched our Pay In Your Currency service in the Asia Pacific region with Standard Chartered Bank in Hong Kong.

In 2006 and 2007, we signed contracts with a number of acquiring banks and processors in China, Hong Kong, Macau, Malaysia and Taiwan, including Hang Seng Bank and Global Payments Asia Pacific. Also, in 2006, our shares of common stock were admitted to trade on AIM and we acquired the assets of Transworld Payment Solutions, which enabled us to become a full-service third-party processor.

In 2008, we acquired the iPAY business and related assets and our common stock was admitted to trading on the OTCQX. Also in 2008, we expanded our Pay In Your Currency service into India.

In 2009, we expanded our full-service processing services into Canada and our Pay In Your Currency service into the Philippines.

In 2010, we expanded our Pay In Your Currency service to Brunei, the Maldives, Singapore, South Africa, Sri Lanka, and the United Arab Emirates. Also in 2010, we entered into agreements to provide multi-currency processing services to Global Payments, Inc. for the United States and Canada and renewed or extended our agreements with Vantiv, LLC (formerly known as Fifth Third Processing Solutions) and TSYS Acquiring Solutions.

In 2011, we entered into a contract with Vantiv to provide our Pay In Your Currency service at ATMs. Also in 2011, we launched the MICROS Payment Gateway to facilitate the integration of MICROS property management systems in hotels and restaurants to our platform, and the first hotels using the new gateway went live in Hong Kong before the end of the year. Additionally, we integrated our iPAY gateway with VendorShop's Facebook shopping cart application creating a social commerce solution that allows Facebook merchants to accept credit cards through any participating acquiring bank integrated into our platform in 2011.

Key trends

Our financial results have been and we believe will continue to be impacted by trends in the international payment processing industry, including the global shift toward electronic-based

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methods of payments and away from paper-based methods of payment, the increasing levels of international travel and commerce and the rapid adoption of e-commerce on a global scale. Our results are impacted by the changes in levels of international spending using electronic methods, and as a result, negative trends in the global economy may negatively impact the growth in total transaction volume processed using our platform. Since 2008, the United States and other global economies have been undergoing a period of economic uncertainty and stock markets are experiencing high levels of volatility, and it is difficult to predict how long this uncertainty and volatility will continue.

Despite these negative macro-economic trends, we plan to continue to grow our business by increasing the use of our services by the merchants of our existing and future acquiring bank and processor customers. If we are successful in increasing our share of this currently addressable market, as well as by adding new acquiring bank and processor customers and expanding into new geographies and business sectors, we would expect our revenue to continue to grow. In addition, based on the positive trends in the international payment processing industry noted above, we anticipate that as and when more payments are made using electronic methods, such as those that we offer, our revenue would also increase.

We expect that our payment processing service fees, which primarily represent fees, interchange and assessments, will continue to rise as our payment processing services revenue increases. We also expect that our processing and service costs, which include expenses related to running our platform infrastructure, and our selling, general and administrative expense will increase, but at a rate of increase that is substantially less than the growth of our revenue due to the leverage in our business model.

Key metrics

Our management relies on certain performance indicators to manage and assess our business. The key performance indicators set forth below help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. We believe that improvements in these metrics will result in improvements in our financial performance over time. We monitor our non-GAAP financial measures and other business statistics as a measure of operating performance in addition to net (loss) income and the other measures included in our consolidated financial statements.

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The following is a table consisting of non-GAAP financial measures and certain other business statistics that management monitors:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

KEY METRICS:

                               

Consolidated gross billings(1)

  $ 35,849,475   $ 47,045,268   $ 64,653,725   $ 43,225,609   $ 70,903,471  

Adjusted EBITDA (non-GAAP)(2)

  $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

Capitalized expenditures

  $ 1,852,125   $ 2,069,497   $ 2,350,507   $ 1,712,944   $ 1,573,772  

Total active merchant locations (at period end)(3)

    7,946     10,078     16,697     13,610     25,013  

Multi-currency processing services key metrics:

                               

Active merchant locations (at period end)(3)

    4,530     6,624     12,157     9,982     15,036  

Settled transactions processed(4)

    5,177,650     6,073,226     6,980,010     4,750,334     7,680,971  

Gross foreign currency mark-up(5)

  $ 23,769,206   $ 33,322,683   $ 52,073,798   $ 34,072,645   $ 60,662,730  

Settled dollar volume processed(6)

  $ 688,808,842   $ 907,901,369   $ 1,377,308,710   $ 916,061,688   $ 1,612,753,388  

Average net mark-up percentage on settled dollar volume processed(7)

    1.32 %   1.39 %   1.30 %   1.30 %   1.20 %

Payment processing services key metrics:

                               

Active merchant locations (at period end)(3)

    3,416     3,469     4,603     3,682     9,993  

Payment processing services revenue(8).

  $ 12,080,269   $ 13,722,585   $ 12,579,927   $ 9,152,964   $ 10,240,741  
   

(1)   Represents gross foreign currency mark-up (see footnote 5) plus payment processing services revenue (see footnote 8).

(2)   We define Adjusted EBITDA as GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results. Please see "—Adjusted EBITDA" below for more information and for a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.

(3)   We consider a merchant location to be active as of a date if the merchant completed at least one revenue-generating transaction at the location during the 90-day period ending on such date. The total number of active merchant locations exceeds the total number of merchants, as merchants may have multiple locations. As of December 31, 2009 and 2010 and as of September 30, 2010 and 2011, there were 15, 63, 54 and 16 active merchant locations, respectively, that used both our multi-currency processing services and our payment processing services. These amounts are included in multi-currency and payment processing active merchant locations but are not included in total active merchant locations.

(4)   Represents settled transactions processed using our multi-currency processing services.

(5)   Represents the gross mark-up amount on settled dollar volume processed using our multi-currency processing services. Gross mark-up represents multi-currency processing services net revenue plus amounts paid to acquiring banks and their merchants associated with such multi-currency processing transactions. Management believes this metric is relevant because it provides the reader an indication of the gross mark-up derived from multi-currency transactions processed through our platform during a given period. Refer to our revenue recognition policy in Note 3 and segment disclosure in Note 18 of our consolidated financial statements for information on our net revenue from multi-currency processing services.

(6)   Represents the total settled dollar volume processed using our multi-currency processing services.

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on next page)

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(7)   Represents the average net mark-up percentage earned on settled dollar volume processed using our multi-currency processing services. The average net mark-up percentage on settled dollar volume processed is calculated by taking the reported total multi-currency processing services net revenue ($9.1 million, $12.6 million, and $18.0 million for the years ended December 31, 2008, 2009 and 2010, respectively, and $11.9 million and $19.3 million for the nine months ended September 30, 2010 and 2011, respectively) and dividing by settled dollar volume processed (see footnote 6).

(8)   Represents revenue earned and reported on payment processing services.

Adjusted EBITDA

This prospectus includes information about Adjusted EBITDA that is not prepared in accordance with GAAP. Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. A reconciliation of this non-GAAP measure is included below.

Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock-based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results.

Management believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information about our period-over-period growth. Adjusted EBITDA is presented because management believes it provides additional information with respect to the performance of our fundamental business activities and is also frequently used by securities analysts, investors and other interested parties in the evaluation of comparable companies. We also rely on Adjusted EBITDA as a primary measure to review and assess the operating performance of our company and our management team in connection with our executive compensation.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

non-cash compensation is and will remain a key element of our long-term incentive compensation for our employees, although we exclude it from Adjusted EBITDA when evaluating our ongoing performance for a particular period; and

Adjusted EBITDA does not include the impact of certain charges or gains resulting from matters we consider not to be indicative of our ongoing operations.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as a supplement to our GAAP results.

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The following table sets forth the reconciliation of Adjusted EBITDA to net (loss) income, our most directly comparable financial measure in accordance with GAAP:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

ADJUSTED EBITDA:

                               

Net (loss) income

  $ (11,156,666 ) $ (4,183,200 ) $ (3,064,787 ) $ (2,831,657 ) $ 600,311  

Interest expense

    1,015,633     1,236,504     1,169,578     906,286     307,796  

Interest income

    (140,191 )   (18,702 )   (429 )   (142 )   (804 )

Provision for income taxes

    1,681     4,095     3,219         106,260  

Depreciation and amortization

    1,203,644     1,537,674     1,769,650     1,212,387     1,837,147  

Stock-based expense

    1,806,467     1,445,025     829,733     642,728     435,154  

Gain from discontinued operations(1)

    (272,847 )                

Write off of note receivable(1)

        257,596              

Goodwill impairment

    129,887                  

Software licenses impairment(2)

            1,108,514          

Covertible debt prepayment(3)

                    601,318  

Derecognition of note payable(4)

                    (700,000 )
       

Adjusted EBITDA (non-GAAP)

  $ (7,412,392 ) $ 278,992   $ 1,815,478   $ (70,398 ) $ 3,187,182  

     
   

(1)   In November 2008, we sold our interest in a joint venture for consideration of a five-year note receivable in the amount of $0.2 million with an annual interest rate of 7%. For the year ended December 31, 2008, we recorded $0.3 million as income from discontinued operations related to this joint venture. For the year ended December 31, 2009, we determined that the note receivable and accrued interest of $0.3 million was uncollectible and in accordance with SAB Topic 5-Z(5), the entire amount was written off to selling, general and administrative expenses within continuing operations. The debtor subsequently filed for bankruptcy in 2010.

(2)   In the fourth quarter of 2010, due to our unsuccessful efforts to sell software licenses previously purchased for resale, we determined that the underlying undiscounted cash flow projections did not support the recorded value of the asset and wrote off the entire asset balance of $1.1 million to cost of revenue for the year ended December 31, 2010.

(3)   In April 2011, the convertible debt holders converted the outstanding principal amount of $9.0 million under convertible notes issued in 2007 and 2008 into an aggregate of 4,049,776 shares of common stock. In addition, we issued 127,318 shares of common stock valued at $0.3 million in lieu of cash payments for accrued interest and 297,682 shares of common stock valued at $0.6 million as a prepayment fee negotiated at the time of conversion. The shares issued for the accrued interest and the prepayment fee were valued at the average closing price of our common stock on AIM under the symbol "PPTR" during the period immediately prior to the conversion.

(4)   In 2003, we entered into an agreement with FHMS and FTB and recorded a liability. Due to a breach of the contractual terms by FHMS and FTB, we did not believe we were 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 nine months ended September 30, 2011, we recorded other income due to the derecognition of the note payable in the amount of $0.7 million.

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Components of operating results

Sources of revenue

We derive our revenue principally through transaction fees earned under fixed contractual arrangements with customers who use our international payment and multi-currency processing services. We operate the business in two reportable segments:

Multi-currency processing services revenue.  Revenue derived from foreign currency transaction fees earned on processing and converting a credit or debit card transaction from one currency into another currency. Foreign currency transactions fees earned under our agreements with our multi-currency processing services customers have traditionally been based on a fixed percentage applied to the net foreign currency margin earned, after deducting any merchant revenue and other contractual costs.

Payment processing services revenue.  Revenue derived from transaction fees earned on processing services provided in facilitating the sale of goods and services by means of credit and debit cards and other electronic payments.

Geographic and customer concentration

We conduct our business primarily in three geographical regions: Asia Pacific, or APAC, North America, and Central Europe, Middle East and Africa, or CEMEA. The following table provides multi-currency processing services revenue concentration by geographical region. Revenue by region is based upon where the transaction originated. We conduct our payment processing services primarily in North America.

Analysis of revenue by segment and geographical region:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Revenue:

                               

APAC

  $ 6,619,856   $ 10,496,935   $ 15,198,058   $ 10,251,603   $ 13,354,312  

North America

    2,485,753     2,065,284     2,647,547     1,592,787     2,994,155  

CEMEA

        34,515     127,632     29,326     2,937,927  
       

Total multi-currency processing services revenue

  $ 9,105,609   $ 12,596,734   $ 17,973,237   $ 11,873,716   $ 19,286,394  
       

Payment processing services revenue

    12,080,269     13,722,585     12,579,927     9,152,964     10,240,741  
       

Net revenue

  $ 21,185,878   $ 26,319,319   $ 30,553,164   $ 21,026,680   $ 29,527,135  

     
   

A significant portion of our revenue is derived from agreements with a limited number of customers. Specifically, for the year ended December 31, 2010 and the nine months ended September 30, 2011, subsidiaries of Global Payments, Inc. represented 30% and 29%, respectively, of our revenue, and for the nine months ended September 30, 2011, Network International, LLC represented 10% of our revenue.

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Operating expenses

Cost of revenue.    Cost of revenue primarily consists of two categories: (1) payment processing services fees, which includes payment processing transactions fees such as sponsorship fees, interchange and card association fees and assessments; and (2) processing and service costs, which include expenses related to running our platform infrastructure, including: Internet connectivity, hosting and data storage expenses, amortization expense on acquired intangibles and capitalized software development costs, compensation and related benefits and a portion of general overhead expenses.

Selling, general and administrative expenses.    Selling, general and administrative expenses consist primarily of compensation and related benefits, facility costs, public company costs and professional service fees for our sales, marketing, customer service, administrative functions, and a portion of general overhead expenses.

We allocate overhead such as occupancy, telecommunication charges and depreciation expense based on headcount, as we believe this to be the most accurate measure. As a result, a portion of general overhead expenses is reflected in both our cost of revenue and selling, general and administrative expenses.

Other (expense) income, net

Other (expense) income, net, primarily consists of interest expense related to our term debt and convertible debt and the derecognition of our note payable due to First Horizon Merchant Services and First Tennessee Bank.

Critical accounting policies and estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. These principles require us to make certain estimates and judgments that affect the amounts reported in our financial statements. We base our estimates on historical experience, future trends and other assumptions we believe to be reasonable under the circumstances. Because these accounting policies require significant judgment, our actual results may differ materially from our estimates.

We consider an accounting policy to be critical if it is important to our financial condition and results of operations, and if it requires significant judgment, subjectivity and complexity on the part of management in its application. We believe the following to be our critical accounting policies.

Revenue recognition

We derive revenue principally through fees earned under fixed contractual arrangements with customers who use our international payment and multi-currency processing services. We have two revenue streams:

Multi-currency processing services revenue

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

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currency. Multi-currency transaction processing services revenue is recognized upon settlement of the transaction.

Payment processing services revenue

We follow the requirements of EITF 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent, included in the Revenue Recognition Topic of Accounting Standards Codification ("ASC") topic 605, in determining its payment processing services revenue reporting. Generally, where we have 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.

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 and debit 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.

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.

Software development costs and amortization

We develop software that is used in providing payment processing services to customers. Capitalization of internally developed software, primarily associated with our operating platform, occurs when we have completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be completed and the project will be used to perform the function intended. The preliminary project stage consists of the conceptual formulation of alternatives, the evaluation of alternatives, the determination of existence of needed technology and the final selection of alternatives.

We capitalize costs of materials and consultants, payroll and payroll-related costs incurred by employees involved in developing internal use computer software. 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. We perform periodic reviews to ensure that unamortized software costs remain recoverable from future cash flows. Capitalized software development costs, net, were $3.7 million, $4.6 million and $4.9 million as of December 31, 2009 and 2010 and September 30, 2011, respectively. Amortization expense totaled $0.7 million, $0.9 million and $1.1 million for the years ended December 31, 2008, 2009 and 2010, respectively. Amortization expense totaled $0.7 million and $1.2 million for the nine months ended September 30, 2010 and 2011, respectively.

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Stock-based expense and assumptions

Stock-based 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.

The following summarizes stock-based expense recognized by income statement classification:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Processing and service costs

  $ 421,405   $ 437,919   $ 211,582   $ 194,293   $ 107,503  

Selling, general and administrative expense

    1,385,062     1,007,106     618,151     448,435     327,651  
       

Total stock-based expense

  $ 1,806,467   $ 1,445,025   $ 829,733   $ 642,728   $ 435,154  
       
   

The following summarizes stock-based expense recognized by type:

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008
  2009
  2010
  2010
  2011
 
   

Stock options

  $ 1,487,493   $ 1,213,659   $ 739,992   $ 555,120   $ 420,226  

Warrants(1)

    318,974     231,366     89,741     87,608     14,928  
       

Total stock-based expense

  $ 1,806,467   $ 1,445,025   $ 829,733   $ 642,728   $ 435,154  
       
   

(1)   For the periods indicated in the table above, we issued warrants as a partial payment for legal services rendered.

A summary of the unamortized stock-based expense and associated weighted average remaining amortization periods for stock options and warrants is presented below:

   
 
  As of
December 31, 2010
  As of
September 30, 2011
 
 
  Unamortized
stock-based
expense

  Weighted
average remaining
amortization period
(in years)

  Unamortized
stock-based
expense

  Weighted
average remaining
amortization period
(in years)

 
   

Stock options

  $ 708,091     2.16   $ 965,243     1.76  

Warrants

                 
   

Stock-based expense assumptions and vesting requirements

Determining the appropriate fair value model and calculating the fair value of options and warrants require the input of highly subjective assumptions, including the expected life, expected stock price volatility, and the number of expected options and warrants that will be forfeited prior to the completion of the vesting requirements. We use the Black-Scholes Option Pricing Model to value our options and warrants.

We account for warrants issued to non-employees as expense at their fair value over the service period. Warrants issued to non-employees vest immediately upon issuance and are not required to be revalued.

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Expected life

Due to the limited history of our common stock being publicly traded on AIM, the expected life for our options granted was determined based on the "simplified" method under the provisions of ASC 718-10, Compensation—Stock Compensation. The expected life of warrants granted was determined based on the warrants contractual life.

Expected stock price volatility

Due to our limited public company history, the expected volatility for our options and warrants was determined based upon the expected volatility of similar entities whose shares are publicly traded and have trading history commensurate with expected life.

Risk-free interest rate and dividend yield

The risk-free interest rates used for our options and warrants granted were the U.S. Treasury zero-coupon rates for bonds matching the expected life of an option or warrant on the date of grant.

The expected dividend yield is not applicable to any options or warrants granted as we have not paid any dividends and intend to retain any future earnings for use in our business.

Vesting requirements

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.

A director's annual option 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.

Our 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 our Board of Directors. Our 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 our Board of Directors shall determine.

Warrants granted are issued for services performed by third parties or investments and are generally fully vested at grant and generally expire over a period of five years.

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Black-Scholes assumptions used for options and warrants

The fair market value of each option and warrant granted for all periods presented has been estimated on the grant date using the Black-Scholes Option Pricing Model with the following assumptions:

 
 
  Year ended December 31,   Nine months ended
September 30,
 
  2008
  2009
  2010
  2010
  2011
 

Expected life (in years)

  5.0 - 6.0   5.0 - 6.0   5.0 - 6.0   5.0 - 6.0   5.0 - 6.32

Expected volatility (percentage)

  36.61 - 39.21   35.43 - 36.80   28.20 - 36.23   34.50 - 36.23   27.80 - 36.68

Risk-free interest rate (percentage)

  1.89 - 3.77   2.31 - 2.57   1.59 - 3.04   2.22 - 3.04   1.58 - 2.72

Expected dividend yield

         
 

The following table summarizes stock options granted to our employees during the period July 1, 2010 through December 31, 2011:

   
Grant date
  Number of
options
granted

  Exercise
price

 
   

November 9, 2010

    15,000   $ 1.25  

November 30, 2010

    100,000     1.25  

February 8, 2011

    352,500     2.30  

March 23, 2011

    105,000     2.17  

April 12, 2011

    100,000     2.00  

April 27, 2011

    50,000     2.02  

May 16, 2011

    173,000     2.15  

July 22, 2011

    144,000     2.19  
   

Our Board of Directors has historically 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, our 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 AIM symbol "PPTR." The underlying security for all issued and outstanding options and warrants is our common stock trading under "PPTR."

The number of warrants granted during the period July 1, 2010 through December 31, 2011 was inconsequential.

Long-term incentive restricted stock agreement assumptions and vesting requirements    On July 26, 2011, we made a restricted stock grant of 915,000 shares of our common stock to Philip Beck, our Chairman of the Board, Chief Executive Officer and President, 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 awards will accelerate in full upon a sale or merger of our company, if the consideration paid is at least $1 billion and there is a valuation or price equating to at least $15.00 per share. The performance goals for each tranche are outlined below:

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 our earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.36 per share. 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 our earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.64 per share. The fair value of tranche two is $0.1 million.

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 our earnings releases for the relevant periods) per fully diluted share greater than or equal to $0.71 per share. The fair value of tranche three is $1.0 million.

Tranche four (expires 12/31/2017): Market condition award consisting of 94,000 shares that vest based upon the fair market value of our common stock being greater than or equal to $12.00 per share for 75 consecutive trading days in the United States. The fair value of tranche four is $5,600.

In accordance with ASC 718-10, we 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 our 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 September 30, 2011. We 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, we recorded the entire expense in the third quarter of 2011. The expense related to the market condition award is not reversed even if the market conditions are not satisfied.

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:

   
 
  July 26,  
 
  2011
 
   

Expected life (in years)

    5.3  

Expected volatility (percentage)

    31.68  

Risk-free interest rate (percentage)

    2.04  

Expected dividend yield

     
   

Income taxes

We account 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. Our operations are conducted in various geographies with different tax rates. As our operations evolve this may impact our future effective tax rate.

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We are required to assess 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. Our 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.

ASC 740-10, Accounting for 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. We 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. We reviewed and evaluated the relevant technical merits of each of our tax positions, for all periods presented, and determined that there are no uncertain tax positions that would have a material impact on our financial statements.

Results of operations

The following table sets forth our consolidated results of operations for the periods presented and as a percentage of our net revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

   
 
  Year ended December 31,   Nine months ended
September 30,
 
 
  2008   2009   2010   2010   2011  
 
  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

 
   

Revenue:

                                                             
 

APAC

  $ 6,619,856     31.3 % $ 10,496,935     39.9 % $ 15,198,058     49.7 % $ 10,251,603     48.8 % $ 13,354,312     45.2 %
 

North America

    2,485,753     11.7     2,065,284     7.9     2,647,547     8.7     1,592,787     7.6     2,994,155     10.1  
 

CEMEA

            34,515     0.1     127,632     0.4     29,326     0.1     2,937,927     10.0  
       
   

Total multi-currency processing services revenue

    9,105,609     43.0     12,596,734     47.9     17,973,237     58.8     11,873,716     56.5     19,286,394     65.3  
 

Payment processing services revenue

    12,080,269     57.0     13,722,585     52.1     12,579,927     41.2     9,152,964     43.5     10,240,741     34.7  
       
   

Net revenue

    21,185,878     100.0     26,319,319     100.0     30,553,164     100.0     21,026,680     100.0     29,527,135     100.0  
       

Operating expenses:

                                                             
 

Cost of revenue:

                                                             
 

Payment processing services fees

    9,808,434     46.3     10,175,430     38.6     10,051,640     32.9     7,423,046     35.3     8,273,579     28.0  
 

Processing and service costs

    6,434,693     30.4     6,282,743     23.9     6,980,981     22.9     5,175,096     24.6     6,758,294     22.9  
 

Software licenses impairment

                    1,108,514     3.6                  
       
   

Total cost of revenue

    16,243,127     76.7     16,458,173     62.5     18,141,135     59.4     12,598,142     59.9     15,031,873     50.9  
 

Selling, general and administrative expenses

    15,365,254     72.5     12,822,449     48.8     14,304,448     46.8     10,354,051     49.3     13,580,381     46.0  
 

Goodwill impairment

    129,887     0.6                                  
       
   

Total operating expenses

    31,738,268     149.8     29,280,622     111.3     32,445,583     106.2     22,952,193     109.2     28,612,254     96.9  
       
 

(Loss) income from operations

    (10,552,390 )   (49.8 )   (2,961,303 )   (11.3 )   (1,892,419 )   (6.2 )   (1,925,513 )   (9.2 )   914,881     3.1  

                                             
(table continues on next page)
 

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  Year ended December 31,   Nine months ended
September 30,
 
 
  2008   2009   2010   2010   2011  
 
  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

  $ amount
  % of
revenue

 
   

Other (expense) income:

                                                             
 

Interest expense

  $ (1,015,633 )   (4.8 )% $ (1,236,504 )   (4.7 )% $ (1,169,578 )   (3.8 )% $ (906,286 )   (4.3 )%   $(307,796 )   (1.0 )%
 

Interest income

    140,191     0.7     18,702     0.1     429     0.0     142     0.0     804     0.0  
 

Other income, net

                                    98,682     0.3  
       
 

Total other expense, net

    (875,442 )   (4.1 )   (1,217,802 )   (4.6 )   (1,169,149 )   (3.8 )   (906,144 )   (4.3 )   (208,310 )   (0.7 )
       
 

(Loss) income from continuing operations before provision for income taxes

    (11,427,832 )   (53.9 )   (4,179,105 )   (15.9 )   (3,061,568 )   (10.0 )   (2,831,657 )   (13.5 )   706,571     2.4  
       
 

Provision for income taxes

   
(1,681

)
 
(0.0

)
 
(4,095

)
 
0.0
   
(3,219

)
 
0.0
   
   
   
(106,260

)
 
(0.4

)
 

(Loss) income from continuing operations

    (11,429,513 )   (53.9 )   (4,183,200 )   (15.9 )   (3,064,787 )   (10.0 )   (2,831,657 )   (13.5 )   600,311     2.0  
 

Income from discontinued operations, net of taxes

   
272,847
   
1.3
   
   
   
   
   
   
   
   
 
       
 

Net (loss) income

  $ (11,156,666 )   (52.7 )% $ (4,183,200 )   (15.9 )% $ (3,064,787 )   (10.0 )% $ (2,831,657 )   (13.5 )%   $600,311     2.0 %
       
   

Comparison of the nine months ended September 30, 2011 and 2010

Revenue

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

APAC

  $ 10,251,603   $ 13,354,312   $ 3,102,709     30 %

North America

    1,592,787     2,994,155     1,401,368     88  

CEMEA

    29,326     2,937,927     2,908,601     *  
             
   

Total multi-currency processing services revenue

    11,873,716     19,286,394     7,412,678     62  

Payment processing services revenue

    9,152,964     10,240,741     1,087,777     12  
             
 

Net revenue

  $ 21,026,680   $ 29,527,135   $ 8,500,455     40  
             
   

*      Percentage not meaningful.

Net revenue increased $8.5 million, or 40%, to $29.5 million for the nine months ended September 30, 2011 from $21.0 million for the nine months ended September 30, 2010. The increase in revenue was primarily due to the overall increase by 84%, or 11,403, in total active merchant locations processing transactions through our multi-currency and payment processing services as of September 30, 2011. Additionally, we believe our business was positively impacted by the global shift toward electronic payment transactions, increased international travel and commerce and increased e-commerce on a global scale.

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Multi-currency processing services revenue

APAC multi-currency processing services revenue.    APAC multi-currency processing services revenue increased $3.1 million, or 30%, to $13.4 million for the nine months ended September 30, 2011 from $10.3 million for the nine months ended September 30, 2010. The increase in APAC multi-currency processing services revenue was driven by increases in the following key business metrics:

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

APAC multi-currency processing active merchant locations (at period end)

    8,946     10,205     1,259     14 %

APAC multi-currency processing settled transactions processed

    3,541,531     4,298,998     757,467     21  

APAC multi-currency processing gross foreign currency mark-up

  $ 30,550,594   $ 42,204,281   $ 11,653,687     38  

APAC multi-currency processing settled dollar volume processed

  $ 820,496,241   $ 1,064,257,336   $ 243,761,095     30  

APAC average net mark-up % on settled dollar volume processed

    1.25 %   1.25 %   0 %    
   

The 30% increase in settled dollar volume processed resulted in a $3.1 million increase in revenue. The primary reasons for the increase in settled dollar volume processed were a 14% increase in active APAC merchant locations, which resulted from the addition of new active merchant locations in existing markets and our entering into five new APAC markets in the second quarter of 2010, and the continued improvement in the global economy. This resulted in a 21% increase in settled transactions processed through our multi-currency services.

North America multi-currency processing services revenue.    North America multi-currency processing services revenue increased $1.4 million, or 88%, to $3.0 million for the nine months ended September 30, 2011 from $1.6 million for the nine months ended September 30, 2010. The increase in North America multi-currency processing services revenue was driven by increases in the following key business metrics:

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

North America multi-currency processing active merchant locations (at period end)

    625     1,833     1,208     193 %

North America multi-currency processing settled transactions processed

    1,200,235     2,322,137     1,121,902     93  

North America multi-currency processing gross foreign currency mark-up

    3,435,909     7,807,143     4,371,234     127  

North America multi-currency processing settled dollar volume processed

  $ 92,819,456   $ 239,000,867   $ 146,181,411     157  

North America average net mark-up % on settled dollar volume processed

    1.72 %   1.25 %   (0.47 )%   (27 )
   

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The 157% increase in settled dollar volume processed resulted in a $1.8 million increase to revenue offset in part by a 27% decrease in our average net mark-up percentage on settled dollar volume processed, due to the different mark-ups applied to different customers and for a variety of services, which resulted in a $0.4 million decrease in revenue. The primary reason for the increase in settled dollar volume processed was a 193% increase in active North America merchant locations, which was driven by the addition of new active merchant locations in North America including the addition of a large national retailer. This resulted in a 93% increase in transactions processed through our multi-currency services.

CEMEA multi-currency processing services revenue.    CEMEA multi-currency processing services revenue increased $2.9 million for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. The increase in CEMEA multi-currency processing services revenue was driven by changes in the following key business metrics:

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

CEMEA multi-currency processing active merchant locations (at period end)

    411     2,998     2,587               *

CEMEA multi-currency processing settled transactions processed

    8,568     1,059,836     1,051,268               *

CEMEA multi-currency processing gross foreign currency mark-up

    86,141     10,651,306     10,565,165               *

CEMEA multi-currency processing settled dollar volume processed

  $ 2,745,992   $ 309,495,185   $ 306,749,193               *

CEMEA average net mark-up % on settled dollar volume processed

    1.07 %   0.95 %   (0.12 )%             *
   

*      Percentages not meaningful.

The $306.7 million increase in settled dollar volume processed was due to our entry into two new countries during the last quarter of 2010. The addition of the merchant locations from these new countries significantly impacted the number of transactions processed through our multi-currency services.

Payment processing services revenue

Payment processing services revenue is primarily earned from transactions originating in North America. Payment processing services revenue increased $1.1 million, or 12%, to $10.2 million for the nine months ended September 30, 2011 from $9.1 million for the nine months ended September 30, 2010. The increase was primarily due to increased transaction volume in the Canadian market for the nine months ended September 30, 2010 as compared to the nine months ended September 30, 2011.

Cost of revenue

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

Payment processing services fees

  $ 7,423,046   $ 8,273,579   $ 850,533     11 %

Processing and service costs

    5,175,096     6,758,294     1,583,198     31  
             
 

Total cost of revenue

  $ 12,598,142   $ 15,031,873   $ 2,433,731     19  
             
   

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Payment processing services fees

Payment processing services fees primarily consist of third party transactions fees, which may include sponsorship fees, interchange and card association fees and assessments. The increase of $0.9 million, or 11%, to $8.3 million for the nine months ended September 30, 2011 from $7.4 million for the nine months ended September 30, 2010 is as a result of the increase in payment processing service revenue, coupled with pricing mix of services for the nine month period of 2011.

Processing and service costs

Processing and service costs increased $1.6 million or 31% to $6.8 million for the nine months ended September 30, 2011 from $5.2 million for the nine months ended September 30, 2010. The increase in processing and service costs was primarily the result of increased salary and compensation and related benefit costs of $0.6 million, an increase in technology expense of $0.4 million to support the growth in our existing business and the launches into new markets, and an increase in depreciation and amortization expense of $0.5 million primarily related to software development additions.

Selling, general and administrative expenses

 
 
  Nine months ended
September 30,
  Variance
 
  2010
  2011
  Amount
  Percent
 

Selling, general and administrative expenses

  $ 10,354,051   $ 13,580,381   $ 3,226,330   31%
 

Selling, general and administrative expenses increased $3.2 million, or 31%, to $13.6 million for the nine months ended September 30, 2011 from $10.4 million for the nine months ended September 30, 2010. The increase in selling, general and administrative expenses was primarily the result of increased salary compensation and related benefit costs of $2.6 million primarily due to general headcount additions to support the growth in our existing business, the launches into new markets and increased bonus compensation and other various selling general and administration expenses and recovery of $0.6 million of doubtful accounts in the first half of 2010, which reduced the selling, general and administrative expenses for the nine months ended September 30, 2010.

Other (expense) income, net

   
 
  Nine months ended
September 30,
  Variance  
 
  2010
  2011
  Amount
  Percent
 
   

Interest expense

  $ (906,286 ) $ (307,796 ) $ 598,490               *

Interest income

    142     804     662               *

Other income

   
   
98,682
   
98,682
   
         

*
             
 

Total other (expense) income, net

  $ (906,144 ) $ (208,310 ) $ 697,834               *
             
   

*      Percentages not meaningful.

Total other expense, net, decreased $0.7 million, to $0.2 million for the nine months ended September 30, 2011 from a non-operating expense of $0.9 million for the nine months ended

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September 30, 2010. The decrease was primarily due to recording nine months of interest expense on our convertible debt for the nine months ended September 30, 2010 compared to four months of interest expense for the nine months ended September 30, 2011, as the debt converted in April 2011. In addition, we recorded $0.7 million in other income due to the derecognition of a note payable for which the statute of limitations expired and that management did not believe we were liable to repay, which was almost entirely offset by the recognition of a $0.6 million prepayment fee negotiated at the time of conversion of our convertible debt in April 2011.

Comparison of the years ended December 31, 2010 and 2009

Revenue

   
 
  Year ended December 31,   Variance  
 
  2009
  2010
  Amount
  Percent
 
   

APAC

  $ 10,496,935   $ 15,198,058   $ 4,701,123     45 %

North America

    2,065,284     2,647,547     582,263     28  

CEMEA

    34,515     127,632     93,117     *  
             
   

Total multi-currency processing services revenue

    12,596,734     17,973,237     5,376,503     43  

Payment processing services revenue

    13,722,585     12,579,927     (1,142,658 )   (8 )
             

Net revenue

  $ 26,319,319   $ 30,553,164   $ 4,233,845     16  
             
   

*      Percentage not meaningful.

Net revenue increased $4.2 million, or 16%, to $30.5 million for the year ended December 31, 2010 from $26.3 million for the year ended December 31, 2009. The year over year increase in revenue was primarily due to the overall increase by 66%, or 6,619, in total active merchant locations processing transactions through our multi-currency and payment processing services. Additionally, we believe our business was positively impacted by the global shift toward electronic payment transactions, increased international travel and commerce, and increased e-commerce on a global scale.

Multi-currency processing services revenue

APAC multi-currency processing services revenue.    APAC multi-currency processing services revenue increased $4.7 million, or 45%, to $15.2 million for the year ended December 31, 2010

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from $10.5 million for the year ended December 31, 2009. The increase in APAC multi-currency processing services revenue was driven by increases in the following key business metrics:

   
 
  Year ended December 31,   Variance  
 
  2009
  2010
  Amount
  Percent
 
   

APAC multi-currency processing active merchant locations (at period end)

    6,084     9,539     3,455     57 %

APAC multi-currency processing settled transactions processed

    3,363,631     5,044,204     1,680,573     50  

APAC multi-currency processing gross foreign currency mark-up

  $ 28,246,668   $ 45,768,876   $ 17,522,208     62  

APAC multi-currency processing settled dollar volume processed

  $ 781,848,962   $ 1,201,455,560   $ 419,606,598     54  

APAC average net mark-up % on settled dollar volume processed

    1.34 %   1.26 %   (0.08) %   (6 )
   

The 54% increase in settled dollar volume processed resulted in a $5.3 million increase to revenue, offset by a 6% decrease in our average net mark-up percentage on settled dollar volume processed, which resulted in a $0.6 million increase to revenue. The primary reasons for the increase in total dollar volume processed were a 57% increase in active APAC merchant locations, which resulted from the addition of new active merchant locations in existing markets and our entering into five new APAC markets in the second quarter of 2010, and the continued improvement in the global economy. This resulted in a 50% increase in settled transactions processed through our multi-currency services. The decrease in average net mark-up percentage on settled dollar volume processed was primarily due to the different mark-ups applied to different customers and for a variety of services.

North America multi-currency processing services revenue.    North America multi-currency processing services revenue increased $0.6 million, or 28%, to $2.6 million for the year ended December 31, 2010 from $2.0 million for the year ended December 31, 2009. The $0.6 million increase in North America multi-currency processing services revenue was driven by increases in the following key business metrics:

   
 
  Year ended December 31,   Variance  
 
  2009
  2010
  Amount
  Percent
 
   

North America multi-currency processing active merchant locations (at period end)

    530     1,528     998     188 %

North America multi-currency processing settled transactions processed

    2,708,041     1,899,198     (808,843 )   (30 )

North America multi-currency processing gross foreign currency mark-up

  $ 4,935,961   $ 5,867,264   $ 931,303     19  

North America multi-currency processing settled dollar volume processed

  $ 123,048,213   $ 162,032,780   $ 38,984,567     32  

North America average net mark-up % on settled dollar volume processed

    1.68 %   1.63 %   (0.05 )%   (3 )
   

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The 32% increase in settled dollar volume processed resulted in a $0.6 million increase to revenue slightly offset by a 3% decrease in our average net mark-up percentage on settled dollar volume processed which resulted in a $50,000 decrease to revenue. The primary reason for the increase in settled dollar volume processed was a 188% increase in active North America merchant locations, which resulted from the addition of new active merchant locations in existing markets including a large national retailer. The decrease in settled transactions processed was caused by the transition of a low transaction fee, high transaction volume customer away from our multi-currency processing service to our payment processing service. The decrease in average net mark-up percentage on settled dollar volume processed was primarily due to the different mark-ups applied to different customers and for a variety of services.