Branded Payment Solutions Acquisition

12 Months Ended

Dec. 31, 2014

Branded Payment Solutions Acquisition

Branded Payment Solutions Acquisition

3. Branded Payment Solutions Acquisition

        On May 23, 2012, the Company acquired all of the outstanding shares of Branded Payment Solutions Limited ("BPS") for a purchase price of approximately $3.4 million consisting of approximately $1.8 million in cash and $1.6 million in equity or 488,337 shares of Common Stock of $0.01 par value each of Planet Payment, Inc. issued to the BPS shareholders. Of the 488,337 consideration shares, 72,887 (valued on the date of closing at $0.2 million) were subject to certain technology development milestones that were deemed satisfied in May 2013 and, as a result, all of the contingent shares have been earned.

        The Company expensed approximately $0.1 million of professional fees associated with the acquisition for the year ended December 31, 2012, which is classified in selling, general and administrative expenses.

        This business combination resulted in the total purchase price being allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition with the remaining unallocated purchase price recorded as goodwill as follows:

Current assets	$	818,601
Property and equipment		29,758
Non-current assets		113,603
Developed technology		2,796,411
Goodwill		335,791
Total assets acquired		4,094,164
Total liabilities assumed		(672,684	)
Net assets acquired	$	3,421,480

        Included in current assets is approximately $0.2 million of cash acquired.

        The amount allocated to developed technology (the acquired intangible asset) is $2.8 million. The fair values assigned to developed technology was determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. The acquired identifiable intangible assets are being amortized on a straight-line basis over five years, which approximates the pattern in which the assets are utilized, over their estimated useful lives.

        Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible and intangible assets. In accordance with the provisions of ASC 350, Intangibles—Goodwill and Other, goodwill is not amortized but will be tested for impairment at least annually. The allocated value of goodwill of $0.3 million primarily relates to the anticipated synergies resulting from adding BPS to our current products and the acquired workforce. The goodwill amount has been assigned to the payment processing services segment. Neither the acquired goodwill nor intangible assets are deductible for tax purposes.

        The liabilities assumed includes a $0.3 million deferred tax liability that relates primarily to the future amortization of acquired intangibles offset by a $0.2 million deferred tax asset that relates primarily to acquired net operating loss carryovers.

        The results of BPS were included in our consolidated statement of operations from the date of acquisition.