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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Acquisitions | 7. Acquisitions Forte Payment Systems, Inc. On October 1, 2018, we acquired Forte Payment Systems (“Forte”), a leading provider of advanced payment solutions, for a purchase price of approximately $93 million (approximately $85 million, excluding cash acquired). This acquisition accelerates our ability to offer a comprehensive suite of next generation payments solutions that enables our customers to provide a differentiated customer experience while also strengthening our position in the revenue management and payments sector and grow our footprint into new verticals. The purchase agreement included provisions for $18.8 million of potential future earn-out payments. The earn-out payments were tied to performance-based goals and a defined service period by the eligible recipients and were being accounted for as post-acquisition compensation. In 2021, a recipient notified us they would be voluntarily resigning during the year. Under the terms of the earn-out provisions, the entire earn-out terminated upon exit of the recipient. As a result, in 2021, we reversed $2.4 million that had been accrued related to the potential earn-out payments, and the earn-out was terminated. Tekzenit, Inc. On January 2, 2020, we acquired Tekzenit, Inc. (“Tekzenit”) for a purchase price of approximately $10 million. This acquisition allows us to accelerate our go-to-market approach serving customers who are focused on improving their customers’ experience while transforming their business. The purchase agreement includes provisions for additional purchase price (“Provisional Purchase Price”) payments in the form of earn-out and qualified sales payments for up to $10 million over a three-year measurement period upon meeting certain financial and sales criteria. Of the Provisional Purchase Price amount, $6 million is considered contingent purchase price payments, of which $1.5 million was accrued upon acquisition. The remaining $4 million is tied to certain financial and sales criteria over a defined service period by the eligible recipients and is therefore accounted for as post-acquisition compensation. As of December 31, 2021, we have no t accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment. Tango Telecom Limited. On May 5, 2021, we acquired Tango Telecom Limited (“Tango”), a leading supplier of convergent policy control and messaging solutions headquartered in Limerick, Ireland. We acquired 100% of the equity of Tango for a purchase price of approximately $13 million, or approximately $11 million, net of cash acquired. This acquisition will allow us to deliver digital monetization solutions to our customers and allow our customers to more effectively manage voice and data transactions. Coupled with our charging and digital monetization capabilities, we possess an end-to-end solution for converged voice and data services across 3G, 4G, and 5G networks. As of December 31, 2021, the purchase accounting for the Tango acquisition was complete. We recorded acquired customer contracts of $7.0 million, acquired trade accounts receivable of $3.4 million, acquired software of $2.0 million, and goodwill of $1.5 million and liabilities assumed primarily included deferred revenue of $1.5 million. Kitewheel, LLC. On July 1, 2021, we acquired Kitewheel, LLC ("Kitewheel"), a leading provider for customer journey orchestration and analytics, headquartered in Boston, Massachusetts. We acquired 100% of the equity of Kitewheel for a purchase price of $40.0 million, with $34.0 million paid upon close and the remaining $6.0 million to be paid in equal annual amounts over the next three years. This acquisition will allow us to expand our customer engagement business, providing real-time, meaningful end-to-end customer experiences for leading brands. As of December 31, 2021, the purchase accounting for the Kitewheel acquisition was complete. We recorded goodwill of $30.8 million, acquired customer contracts of $6.6 million, acquired trade accounts receivable of $3.1 million, and acquired software of $3.2 million, and liabilities assumed primarily included deferred revenue of $3.5 million. MobileCard Holdings, LLC. In 2018, we invested in MobileCard Holdings, LLC (“MobileCard”), a mobile money fintech payment company that enables omni-channel digital payments and financial inclusion in Latin America. As of June 30, 2021, we held a 15% noncontrolling equity interest with a carrying value of approximately $8 million included in other non-current assets in our Balance Sheet. In July 2021, we purchased additional LLC units from a third-party for approximately $4 million and contributed cash of approximately $2 million. As a result of these transactions, we have a 64% controlling interest in the company. Beginning in the third quarter of 2021, the results of MobileCard are consolidated in our results of operations. We preliminarily recorded goodwill of $9.6 million and are in the process of reviewing the valuation analysis and calculations necessary to finalize the required purchase price allocations. Upon obtaining control of MobileCard, the fair value of our pre-exiting equity investment was remeasured resulting in a $6.2 million non-cash loss as of the acquisition date, which is reflected in other income (expense) on our Income Statement. The fair value was based upon transaction price as it best represented what a market participant would be willing to pay for the LLC units. The non-controlling interest of $3.6 million is recorded in total stockholders' equity. We will record 100% of the profits and losses until the cumulative losses have been recovered. Profits will then be allocated based on equity sharing ratios. Keydok, LLC. On September 14, 2021, we acquired Keydok, LLC (“Keydok”), a digital identity and document management platform provider, headquartered in Mexico. We acquired 100% of the equity of Keydok for a purchase price of $1.0 million, which includes provisions for up to $18.0 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation. The earn-out period is through September 30, 2025. We have recorded goodwill of $1.0 million, however, are in the process of obtaining the necessary information to finalize the required purchase price allocations. As of December 31, 2021, we have no t accrued any amounts related to the potential earn-out payments due to the uncertainty of payment. DGIT Systems Pty Ltd. On October 4, 2021, we acquired DGIT Systems Pty Ltd ("DGIT"), a provider of configure, price and quote (CPQ), and order management solutions for the telecommunications industry. We acquired 100% of the equity of DGIT for a purchase price of approximately $16 million, approximately $14 million paid upon close and the remaining escrowed funds of approximately $2 million to be paid over the next four years, subject to certain reductions, as applicable. This acquisition includes provisions for up to approximately $13 million of potential future earn-out payments. The earn-out payments are tied to performance-based goals and a defined service period by the eligible recipients and are accounted for as post-acquisition compensation, as applicable. The earn-out period is through September 30, 2025. As of December 31, 2021, we have accrued $0.3 million related to the potential earn-out payments. The preliminary estimated fair values of assets acquired primarily include goodwill of $7.5 million, acquired customer contracts of $5.1 million, and acquired software of $3.6 million. The estimated fair values are considered provisional and are based on the information that was available as of the acquisition date. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable but not later than one year from the acquisition date.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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