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Business Combinations
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Business Combinations

4. Business Combinations

PayVeris, LLC

On September 1, 2021, the Company completed its acquisition of PayVeris, LLC ("Payveris") by acquiring all outstanding equity interests for a total purchase price of approximately $145.5 million, comprised of $85.1 million in cash and 2,364,270 shares of the Company's Class A common stock with a fair value of approximately $60.4 million, of which 2,471 shares of the Company's Class A common stock with an approximate value of $0.06 million are subject to final issuance and are currently recorded in accrued liabilities in the condensed consolidated balance sheets. Payveris is a payments processing company for financial institutions. The acquisition is expected to increase the addressable market opportunity for the Company's existing solutions while also enhancing Payveris’ platform with real-time capabilities, enhanced electronic bill presentment and additional payment options for banks, credit unions and financial institutions of all sizes.

The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the fair value of purchase consideration were as follows (in thousands):

Accounts receivable

$

1,026

 

Prepaid expenses and other current assets

 

237

 

Intangible assets, includes software acquired

 

38,498

 

Property and equipment

 

77

 

Goodwill

 

108,950

 

Restricted funds held for financial institutions

 

31,459

 

Financial institution funds in-transit

 

(31,459

)

Accounts payable

 

(194

)

Accrued liabilities

 

(265

)

Deferred revenue

 

(2,805

)

Total

$

145,524

 

The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the net assets acquired and goodwill within the twelve months measurement period, if necessary. The Company recorded a measurement period adjustment of $8.5 million during the fourth quarter of 2021 to decrease trademarks and increase goodwill related to the refinement of inputs in the acquisition valuation. There were no measurement period adjustments during the three and six months ended June 30, 2022.

The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Payveris and the assembled workforce. The goodwill is deductible for income tax purposes.

The fair values and estimated useful lives of the acquired intangible assets by category were as follows (in thousands, except years):

 

Fair Value

 

 

Useful Life
(Years)

 

 Customer Relationships

$

26,154

 

 

 

8.0

 

Trademarks

 

3,993

 

 

 

4.0

 

Developed Technology

 

8,102

 

 

 

4.0

 

Total

$

38,249

 

 

 

 

 

Finovera, Inc.

On September 2, 2021, the Company completed its acquisition of Finovera by acquiring all outstanding shares for a total purchase price of approximately $12.9 million, net of cash acquired, comprised of $5.0 million in cash of which $0.8 million is being held back by the Company for a period of twenty-four months following the transaction closing date and is recorded in finance leases and other finance obligations, net of current portion in the condensed consolidated balance sheets, and 293,506 shares of the Company's Class A common stock with a fair value of approximately $7.9 million. Finovera is a bill aggregation technology provider for financial institutions. The acquisition of Finovera is expected to increase the addressable market opportunity for the Company's biller and financial institution solutions by, among other things, increasing the availability of certain bill data.

The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. The major classes of assets and liabilities to which the Company has allocated the fair value of purchase consideration were as follows (in thousands):

Cash

$

65

 

Accounts receivable

 

267

 

Intangible assets

 

6,048

 

Prepaid expenses and other current assets

 

39

 

Goodwill

 

7,266

 

Accounts payable

 

(85

)

Accrued liabilities

 

(72

)

Deferred taxes

 

(588

)

Total

$

12,940

 

The purchase price allocation is preliminary. The Company continues to collect information with regard to its estimates and assumptions, including potential liabilities and contingencies. The Company will record adjustments to the fair value of the net assets acquired and goodwill within the twelve months measurement period, if necessary. There were no measurement period adjustments during the three and six months ended June 30, 2022.

The goodwill recognized was primarily attributed to increased synergies that are expected to be achieved from the integration of Finovera and the assembled workforce. The goodwill is not deductible for income tax purposes.

The fair values and estimated useful lives of the acquired intangible assets by category were as follows (in thousands, except years):

 

Fair Value

 

 

Useful Life
(Years)

 

Developed Technology

$

5,155

 

 

 

4.0

 

 Customer Relationships

 

893

 

 

 

2.0

 

Total

$

6,048

 

 

 

 

The revenue and expenses of the acquired businesses have been included in the Company's condensed consolidated financial results since the acquisition date. Revenues and expenses related to these acquisitions and pro forma results of operations have not been presented for the three and six months ended June 30, 2021 because the effects of these acquisitions was not material to the Company's overall operations.

The Company incurred costs related to these acquisitions of approximately $1.7 million for the year ended December 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in the condensed consolidated statements of operations.