Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37872 | |
Entity Registrant Name | Priority Technology Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4257046 | |
Entity Address, Address Line One | 2001 Westside Parkway | |
Entity Address, Address Line Two | Suite 155 | |
Entity Address, City or Town | Alpharetta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30004 | |
City Area Code | 800 | |
Local Phone Number | 935-5961 | |
Title of 12(b) Security | Common stock, par value $0.001 | |
Trading Symbol | PRTH | |
Security Exchange Name | NASDAQ | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,720,809 | |
Entity Central Index Key | 0001653558 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 22,162 | $ 20,300 |
Restricted cash | 11,717 | 28,859 |
Accounts receivable, net of allowances of $1,026 and $555, respectively | 70,437 | 58,423 |
Prepaid expenses and other current assets | 18,200 | 15,807 |
Current portion of notes receivable | 781 | 272 |
Settlement assets and customer account balances | 504,132 | 479,471 |
Total current assets | 627,429 | 603,132 |
Notes receivable, less current portion | 2,049 | 105 |
Property, equipment and software, net | 26,749 | 25,233 |
Goodwill | 365,740 | 365,740 |
Intangible assets, net | 316,964 | 340,211 |
Deferred income taxes, net | 11,319 | 8,265 |
Other noncurrent assets | 11,053 | 9,256 |
Total assets | 1,361,303 | 1,351,942 |
Current liabilities: | ||
Accounts payable and accrued expenses | 55,200 | 42,523 |
Accrued residual commissions | 34,513 | 29,532 |
Customer deposits and advance payments | 1,065 | 5,021 |
Current portion of long-term debt | 6,200 | 6,200 |
Settlement and customer account obligations | 506,691 | 500,291 |
Total current liabilities | 603,669 | 583,567 |
Long-term debt, net of current portion, discounts and debt issuance costs | 602,224 | 604,105 |
Other noncurrent liabilities | 15,533 | 18,349 |
Total noncurrent liabilities | 617,757 | 622,454 |
Total liabilities | 1,221,426 | 1,206,021 |
Commitments and contingencies (Note 12) | ||
Redeemable senior preferred stock, $0.001 par value; 250,000 shares authorized; 225,000 issued and outstanding at June 30, 2022 and December 31, 2021 | 220,031 | 210,158 |
Stockholders' deficit: | ||
Preferred stock, $0.001; 100,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 77,746,109 and 77,460,312 shares issued at June 30, 2022 and December 31, 2021, respectively; and 76,568,499 and 76,739,896 shares outstanding at June 30, 2022 and December 31, 2021, respectively | 78 | 77 |
Additional paid-in capital | 26,042 | 39,835 |
Treasury stock at cost, 1,177,610 and 720,416 shares at June 30, 2022 and December 31, 2021, respectively | (6,170) | (4,091) |
Accumulated deficit | (100,104) | (100,058) |
Total stockholders' deficit | (80,154) | (64,237) |
Total liabilities, redeemable senior preferred stock and stockholders' deficit | $ 1,361,303 | $ 1,351,942 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable allowance for credit loss | $ 1,026 | $ 555 |
Temporary equity par value (USD per share) | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized (in shares) | 250,000 | 250,000 |
Temporary equity, shares issued (in shares) | 225,000 | 225,000 |
Temporary equity, shares outstanding (in shares) | 225,000 | 225,000 |
Preferred stock par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 77,746,109 | 77,460,312 |
Common stock, shares outstanding (in shares) | 76,568,499 | 76,739,896 |
Treasury stock (in shares) | 1,177,610 | 720,416 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 166,430 | $ 125,014 | $ 319,669 | $ 238,311 |
Operating expenses | ||||
Cost of revenue | 110,749 | 89,831 | 212,229 | 171,694 |
Salary and employee benefits | 15,770 | 10,351 | 31,847 | 19,899 |
Depreciation and amortization | 17,505 | 10,723 | 34,858 | 19,793 |
Selling, general and administrative | 9,346 | 6,704 | 16,849 | 14,993 |
Total operating expenses | 153,370 | 117,609 | 295,783 | 226,379 |
Operating income | 13,060 | 7,405 | 23,886 | 11,932 |
Other (expense) income | ||||
Interest expense | (12,335) | (7,285) | (23,870) | (16,453) |
Debt extinguishment and modification costs | 0 | (8,322) | 0 | (8,322) |
Other income (expense), net | 29 | 215 | 80 | (54) |
Total other expense, net | (12,306) | (15,392) | (23,790) | (24,829) |
Income (loss) before income taxes | 754 | (7,987) | 96 | (12,897) |
Income tax expense (benefit) | 467 | 1,490 | 142 | (741) |
Net income (loss) | 287 | (9,477) | (46) | (12,156) |
Less: Dividends and accretion attributable to redeemable senior preferred stockholders | (8,549) | (3,911) | (16,949) | (3,911) |
Less: NCI preferred unit redemptions | 0 | (10,777) | 0 | (10,777) |
Net (loss) income available to common stockholders | $ (8,262) | $ (24,165) | $ (16,995) | $ (26,844) |
Loss per common share: | ||||
Basic (in dollars per share) | $ (0.11) | $ (0.35) | $ (0.22) | $ (0.39) |
Diluted (in dollars per share) | $ (0.11) | $ (0.35) | $ (0.22) | $ (0.39) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 78,603 | 69,496 | 78,600 | 68,525 |
Diluted (in shares) | 78,603 | 69,496 | 78,600 | 68,525 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Treasury Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Deficit Attributable to Stockholders |
Beginning balance, common stock (in shares) at Dec. 31, 2020 | 67,391,000 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2020 | 451,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 68 | $ (2,388) | $ 5,769 | $ (102,013) | $ (98,564) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock-based compensation | 558 | 558 | |||||
Vesting of stock-based compensation (in shares) | 159,000 | ||||||
Liability-classified stock-based compensation converted to equity-classified | 313 | 313 | |||||
Exercise of stock options (in shares) | 90,000 | ||||||
Exercise of stock options | 617 | 617 | |||||
Net income (loss) | (2,679) | (2,679) | |||||
Ending balance, common stock (in shares) at Mar. 31, 2021 | 67,640,000 | ||||||
Ending balance, treasury stock (in shares) at Mar. 31, 2021 | 451,000 | ||||||
Ending balance at Mar. 31, 2021 | $ 68 | (2,388) | 7,257 | (104,692) | (99,755) | ||
Beginning balance, common stock (in shares) at Dec. 31, 2020 | 67,391,000 | ||||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2020 | 451,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 68 | (2,388) | 5,769 | (102,013) | (98,564) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ (12,156) | ||||||
Ending balance, common stock (in shares) at Jun. 30, 2021 | 69,110,000 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2021 | 451,000 | ||||||
Ending balance at Jun. 30, 2021 | $ 70 | (2,388) | 14,913 | (114,169) | (101,574) | ||
Beginning balance, common stock (in shares) at Mar. 31, 2021 | 67,640,000 | ||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2021 | 451,000 | ||||||
Beginning balance at Mar. 31, 2021 | $ 68 | (2,388) | 7,257 | (104,692) | (99,755) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock-based compensation | 821 | 821 | |||||
Vesting of stock-based compensation (in shares) | 12,000 | ||||||
Exercise of stock options (in shares) | 30,000 | ||||||
Exercise of stock options | 204 | 204 | |||||
Dividends on redeemable senior preferred stock | (3,413) | (3,413) | |||||
Accretion of redeemable senior preferred stock | (498) | (498) | |||||
Fair value of warrants issued | 11,357 | 11,357 | |||||
Fair value of PHOT preferred units redemption | (10,777) | (10,777) | |||||
Issued during period (in shares) | 1,428,000 | ||||||
Fair value of common shares issued for PHOT redemption | $ 2 | 9,962 | 9,964 | ||||
Net income (loss) | $ (9,477) | (9,477) | (9,477) | ||||
Ending balance, common stock (in shares) at Jun. 30, 2021 | 69,110,000 | ||||||
Ending balance, treasury stock (in shares) at Jun. 30, 2021 | 451,000 | ||||||
Ending balance at Jun. 30, 2021 | $ 70 | (2,388) | 14,913 | (114,169) | (101,574) | ||
Beginning balance, common stock (in shares) at Dec. 31, 2021 | 76,739,896 | 76,740,000 | |||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | 720,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ (64,237) | $ 77 | (4,091) | 39,835 | (100,058) | (64,237) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock-based compensation | 1,558 | 1,558 | |||||
Vesting of stock-based compensation (in shares) | 129,000 | ||||||
Stock repurchases (in shares) | 27,000 | 27,000 | |||||
Share repurchases and shares withheld for taxes | $ 1 | (157) | (1) | (157) | |||
Dividends on redeemable senior preferred stock | (7,595) | (7,595) | |||||
Accretion of redeemable senior preferred stock | (805) | (805) | |||||
Net income (loss) | (333) | (333) | |||||
Ending balance, common stock (in shares) at Mar. 31, 2022 | 76,842,000 | ||||||
Ending balance, treasury stock (in shares) at Mar. 31, 2022 | 747,000 | ||||||
Ending balance at Mar. 31, 2022 | $ 78 | (4,248) | 32,992 | (100,391) | (71,569) | ||
Beginning balance, common stock (in shares) at Dec. 31, 2021 | 76,739,896 | 76,740,000 | |||||
Beginning balance, treasury stock (in shares) at Dec. 31, 2021 | 720,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ (64,237) | $ 77 | (4,091) | 39,835 | (100,058) | (64,237) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | $ (46) | ||||||
Ending balance, common stock (in shares) at Jun. 30, 2022 | 76,568,499 | 76,568,000 | |||||
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | 1,178,000 | ||||||
Ending balance at Jun. 30, 2022 | $ (80,154) | $ 78 | (6,170) | 26,042 | (100,104) | (80,154) | |
Beginning balance, common stock (in shares) at Mar. 31, 2022 | 76,842,000 | ||||||
Beginning balance, treasury stock (in shares) at Mar. 31, 2022 | 747,000 | ||||||
Beginning balance at Mar. 31, 2022 | $ 78 | (4,248) | 32,992 | (100,391) | (71,569) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-classified stock-based compensation | 1,542 | 1,542 | |||||
Vesting of stock-based compensation (in shares) | 157,000 | ||||||
ESPP compensation and vesting of stock-based compensation | 57 | 57 | |||||
Stock repurchases (in shares) | 431,000 | 431,000 | |||||
Share repurchases and shares withheld for taxes | (1,922) | (1,922) | |||||
Dividends on redeemable senior preferred stock | (7,732) | (7,732) | |||||
Accretion of redeemable senior preferred stock | (817) | (817) | |||||
Net income (loss) | $ 287 | 287 | 287 | ||||
Ending balance, common stock (in shares) at Jun. 30, 2022 | 76,568,499 | 76,568,000 | |||||
Ending balance, treasury stock (in shares) at Jun. 30, 2022 | 1,178,000 | ||||||
Ending balance at Jun. 30, 2022 | $ (80,154) | $ 78 | $ (6,170) | $ 26,042 | $ (100,104) | $ (80,154) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (46) | $ (12,156) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of assets | 34,858 | 19,793 |
Stock-based compensation | 3,100 | 1,414 |
Amortization of debt issuance costs and discounts | 1,719 | 1,158 |
Write-off of deferred loan costs and discount | 0 | 3,006 |
Deferred income tax benefit | (3,053) | (881) |
PIK interest | 0 | (23,715) |
Other non-cash items, net | 0 | (39) |
Change in operating assets and liabilities: | ||
Accounts receivable | (12,015) | (9,115) |
Prepaid expenses and other current assets | (4,445) | (3,232) |
Income taxes (receivable) payable | (304) | 1,606 |
Notes receivable | 297 | 198 |
Accounts payable and other accrued liabilities | 14,792 | 10,490 |
Customer deposits and advance payments | (3,957) | 1,385 |
Other assets and liabilities, net | (612) | 307 |
Net cash provided by (used in) operating activities | 30,334 | (9,781) |
Cash flows from investing activities: | ||
Acquisitions of businesses, net of cash acquired | 0 | (34,507) |
Additions to property, equipment and software | (6,011) | (5,222) |
Notes receivable loan funding | (2,750) | 0 |
Acquisitions of intangible assets | (3,724) | (43,353) |
Other investing activities | (250) | 0 |
Net cash used in investing activities | (12,735) | (83,082) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of issue discount | 0 | 293,619 |
Debt issuance and modification costs paid | 0 | (7,597) |
Repayments of long-term debt | (3,100) | (358,325) |
Borrowings under revolving credit facility | 12,000 | 30,000 |
Repayments of borrowings under revolving credit facility | (12,500) | 0 |
Proceeds from the issuance of redeemable senior preferred stock, net of discount | 0 | 145,000 |
Redeemable senior preferred stock issuance fees and costs | 0 | (5,472) |
Repurchases of common stock and shares withheld for taxes | (2,079) | 0 |
Dividends paid to redeemable senior preferred stockholders | (7,076) | (1,575) |
Settlement and customer accounts obligations, net | 15,180 | (61,570) |
Contingent consideration for business combinations and asset acquisitions | (1,863) | 0 |
Other financing activities | 0 | 6 |
Net cash provided by financing activities | 562 | 34,086 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 18,161 | (58,777) |
Cash and cash equivalents, and restricted cash at beginning of period | 518,093 | 88,120 |
Cash and cash equivalents, and restricted cash equivalents at end of period | 536,254 | 29,343 |
Supplemental cash flow information: | ||
Cash paid for interest | 21,362 | 10,276 |
Non-cash investing and financing activities: | ||
PIK interest added to principal of debt obligations | 0 | 2,512 |
Accruals for future contingent payments | 4,141 | 3,797 |
Notes receivable from sellers used as partial consideration for acquisitions | 0 | 3,499 |
Non-cash additions to other noncurrent assets for right-of-use operating leases | 67 | 0 |
Reconciliation of cash and cash equivalents, and restricted cash: | ||
Cash and cash equivalents | 22,162 | 11,111 |
Restricted cash | 11,717 | 18,232 |
Customer account balances | 502,375 | 0 |
Total cash and cash equivalents, and restricted cash | $ 536,254 | $ 29,343 |
NATURE OF BUSINESS AND ACCOUNTI
NATURE OF BUSINESS AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Accounting Policies | Nature of Business and Significant Accounting Policies Business, Consolidation and Presentation Priority Technology Holdings, Inc. and its consolidated subsidiaries are referred to herein collectively as "Priority," "PRTH," the "Company," "we," "our" or "us," unless the context requires otherwise. Priority is a provider of merchant acquiring, integrated payment software, licensed money transmission services and commercial payments solutions. The Company operates on a calendar year ending each December 31 and on four calendar quarters ending on March 31, June 30, September 30 and December 31 of each year. Results of operations reported for interim periods are not necessarily indicative of results for the entire year. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC. The Consolidated Balance Sheet as of December 31, 2021 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 but does not include all disclosures required by GAAP for annual financial statements. In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Consolidated Financial Statements for interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amounts of assets and liabilities. These Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Use of Estimates The preparation of Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates. In particular, the continued magnitude, duration and effects of the COVID-19 pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill and other losses. Foreign Currency The Company's reporting currency is the U.S. dollar. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate on the last day of the reporting period. Revenues and expenses are translated using the average exchange rate in effect during the reporting period. Foreign exchange translation and transaction gains and losses were not material for the periods presented and are included in the Unaudited Consolidated Statements of Operations. Comparability of Reporting Periods Certain prior period amounts in these Unaudited Consolidated Financial Statements have been reclassified to conform to the current period presentation, with no net effect on the Company's operating income, income (loss) before income taxes, net income (loss) or stockholders' deficit for any period presented. We reclassified certain cash flows related to settlement assets and customer account balances and the related obligations from net cash used in operating activities to net cash provided by financing activities within the Unaudited Consolidated Statements of Cash Flows. Prior period amounts have been reclassified to conform to the current period presentation. The current period presentation classifies all changes in settlement and customer account balance obligations on our Unaudited Consolidated Statements of Cash Flows as net cash provided by (used in) financing activities. The current period presentation provides a more meaningful representation of the cash flows related to the movement of settlement assets and customer account balances due to the restrictions on and use of those funds. We also reclassified the amount representing previously deferred PIK interest that was paid in connection with our April 2021 refinancing from repayments of long-term debt within net cash provided by financing activities to PIK interest within net cash used in operating activities. The reclassification provides a more meaningful presentation of the repayment of interest within operating activities. These changes have no impact on our previously reported financial position or net decrease in cash and cash equivalents. The following tables present the effects of the changes on the presentation of these cash flows to the previously reported Unaudited Consolidated Statement of Cash Flows: (in thousands) Six Months Ended June 30, 2021 Net cash (used in) provided by operating activities: Historically reported $ (45,124) Adjustment related to PIK interest (26,227) Adjustment related to settlement assets and customer account balances and the related obligations 61,570 Reclassified $ (9,781) Net cash provided by (used in) financing activities: Historically reported $ 69,429 Adjustment related to PIK interest 26,227 Adjustment related to settlement assets and customer account balances and the related obligations (61,570) Reclassified $ 34,086 Emerging Growth Company Status Prior to December 31, 2021, the Company was an EGC, as defined in JOBS Act, and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. On December 31, 2021, we ceased to qualify as an EGC and have adopted any new standards that we are now required to adopt. Recently Issued Accounting Standards Pending Adoption Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate. If certain criteria are met, entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. These updates can be adopted at any time before December 31, 2022. The Company's term facility and revolving credit facility bear interest at rates based on LIBOR, and the dividend rate on the Company's redeemable senior preferred stock is also based on LIBOR. The Company is evaluating the potential impact these updates may have on its Unaudited Consolidated Financial Statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that this update may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable. Since the Company is a smaller reporting company, the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods. Recently Adopted Accounting Standards Business Combinations In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | Revenues Disaggregation of Revenues The following table presents a disaggregation of our consolidated revenues by type for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenue Type: Merchant card fees $ 139,793 $ 118,367 $ 267,745 $ 226,069 Outsourced services and other services 6,887 4,825 13,984 9,203 Money transmission services revenue 17,183 — 33,466 — Equipment 2,567 1,822 4,474 3,039 Total revenues (1),(2) $ 166,430 $ 125,014 $ 319,669 $ 238,311 (1) Includes contracts with an original duration of one year or less and variable consideration under a stand-ready series of distinct days of service. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. (2) Approximately $0.8 million and $1.4 million of interest income for the three and six months ended June 30, 2022, respectively, is included in outsourced services and other services revenue in the table above. Approximately $0.1 million and $0.2 million of interest income for the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.4 million of interest income three and six months ended June 30, 2021, respectively, is included in other income, net on the Company's Unaudited Consolidated Statements of Operations and not reflected in the table above. Deferred revenues were not material for the three and six months ended June 30, 2022 and 2021. Contract Assets and Contract Liabilities Material contract assets and liabilities are presented net at the individual contract level in the Unaudited Consolidated Balance Sheets and are classified as current or noncurrent based on the nature of the underlying contractual rights and obligations. Supplemental balance sheet information related to contracts from customers as of June 30, 2022 and December 31, 2021 was as follows: (in thousands) Consolidated Balance Sheet Location June 30, 2022 December 31, 2021 Liabilities: Contract liabilities, net (current) Customer deposits and advance payments $ 303 $ 1,280 Substantially all of these balances are recognized as revenue within 12 months. Net contract assets were not material for any period presented. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | Acquisitions Finxera Acquisition On September 17, 2021, the Company completed its acquisition of 100% of the equity interests of Finxera. Finxera is a provider of deposit account management and licensed money transmission services in the U.S. The acquisition will allow the Company to offer clients turn-key merchant services, payment facilitation, card issuing, automated payables, virtual banking, e-wallet tools, risk management, underwriting and compliance on a single platform. The transaction was funded with the Company's cash on hand, proceeds from the issuance of the redeemable senior preferred stock and debt, and the issuance of common equity shares to the sellers. The acquisition was accounted for as a business combination using the acquisition method of accounting, under which the assets acquired and liabilities assumed were recognized at their fair values as of September 17, 2021, with the excess of the fair value of consideration transferred over the fair value of the net assets acquired recognized as goodwill. The fair values of the assets acquired and liabilities assumed as of September 17, 2021 were estimated by management based on the valuation of the Finxera business using the discounted cash flow method and other factors specific to certain assets and liabilities. The purchase price allocation is set forth in the table below. (in thousands) Consideration: Cash $ 379,220 Equity instruments (1) 34,388 Less: cash and restricted cash acquired (6,598) Total purchase consideration, net of cash and restricted cash acquired $ 407,010 Recognized amounts of assets acquired and liabilities assumed: Accounts receivable $ 385 Prepaid expenses and other current assets 5,198 Current portion of notes receivable 784 Settlement assets and customer account balances 498,811 Property, equipment and software, net 712 Goodwill 245,104 Intangible assets, net (2) 211,400 Other noncurrent assets 955 Accounts payable and accrued expenses (7,837) Settlement and customer account obligations (498,811) Deferred income taxes, net (44,311) Other noncurrent liabilities (5,380) Total purchase consideration $ 407,010 (1) The fair value of the 7,551,354 shares of PRTH common stock that were issued was determined based on their market price at the time of closing adjusted for an appropriate liquidity discount due to trading restrictions under Securities Rule 144. (2) The intangible assets acquired consist of $154.9 million for referral partner relationships, $34.3 million for technology, $20.1 million for customer relationships and $2.1 million for money transmission licenses. Goodwill of $245.1 million arising from the acquisition primarily consists of the expected synergies and other benefits from combining operations. Approximately $8.7 million of the goodwill attributable to the acquisition is expected to be deductible for income tax purposes. The goodwill was allocated 100% to the Company's Enterprise Payments reportable segment. In 2020, Finxera acquired two businesses for which the purchase price included contingent consideration valued at $6.1 million. The contingent consideration payable is comprised of earnout opportunities equal to 50% of certain revenues earned from the customers assumed in these acquisitions. The associated earnout opportunities are to be measured and paid every six months and expire at various dates through December 31, 2023. As of June 30, 2022, $0.4 million of contingent consideration has been paid. The remaining $5.8 million was accrued, of which $2.4 million and $3.4 million were included in accounts payable and accrued expenses and other noncurrent liabilities, respectively, on the Company's Unaudited Consolidated Balance Sheet as of June 30, 2022. The accretion of contingent consideration was $0.3 million for the three and six months ended June 30, 2022, which is included in interest expense on the Company's Unaudited Consolidated Statements of Operations. Other Acquisitions Wholesale Payments, Inc . On April 28, 2021, a subsidiary of the Company completed its acquisition of certain residual portfolio rights for a purchase price of $42.4 million and $24.8 million of post-closing payments and earnout payments based on meeting certain attrition thresholds over a three-year period from the date of acquisition. The transaction did not meet the definition of a business, therefore it was accounted for as an asset acquisition under which the cost of the acquisition was allocated to the acquired assets based on relative fair values. As this is an asset acquisition, additional purchase price is accounted for when payment to the seller becomes probable and is added to the carrying value of the asset. The seller's note payable to the Company of $3.0 million and an advance of $2.0 million outstanding at the time of the purchase was netted against the initial purchase price, resulting in cash of $41.2 million being paid by the Company to the seller, which was funded from cash proceeds from the issuance of the redeemable senior preferred stock and cash on hand. As of June 30, 2022, the sellers earned $9.4 million of the $24.8 million, increasing the total purchase price recorded to $51.8 million, which was recorded to residual buyout intangible assets with a seven-year useful life amortized on a straight-line basis. C&H On June 25, 2021, a subsidiary of the Company acquired certain assets and assumed certain related liabilities of C&H under an asset purchase agreement. C&H was an ISO partner of the Company where it developed expertise in software-integrated payment services, as well as marketing programs for specific verticals such as automotive and youth sports. This business is reported within the Company's SMB Payments reportable segment. The initial purchase price for the net assets was $35.0 million in cash and a total purchase price of not more than $60.0 million including post-closing payments and earnout payments based on certain gross profit and revenue achievements over a three-year period from the date of acquisition. The acquisition date fair value of the contingent consideration was $4.7 million, which increased the total purchase price to $39.7 million. The seller's note payable to the Company of $0.5 million at the time of purchase was netted against the initial purchase price, resulting in cash of $34.5 million being paid by the Company to the seller, which was funded from a $30.0 million draw down of the revolving credit facility under the Credit Agreement held by the Company and $4.5 million cash on hand. Transaction costs were not material and were expensed. The purchase price allocation is set forth in the table below. (in thousands) Accounts receivable $ 214 Prepaid expenses and other current assets 209 Property, equipment and software, net and other current assets 287 Goodwill 13,804 Intangible assets, net (1) 25,400 Other noncurrent liabilities (214) Total purchase price $ 39,700 (1) The intangible assets acquired consist of $20.2 million for merchant portfolio intangible assets with a ten-year useful life and $5.2 million for ISO partner relationships with a twelve-year useful life. As of June 30, 2022, the fair value of the C&H contingent consideration was $5.0 million, of which $3.0 million and $2.0 million were included in accounts payable and accrued expenses and other noncurrent liabilities, respectively, on the Company's Unaudited Consolidated Balance Sheet as of June 30, 2022. The accretion of contingent consideration was $0.3 million for the three and six months ended June 30, 2022, which is included in interest expense on the Company's Unaudited Consolidated Statements of Operations. |
SETTLEMENT ASSETS AND CUSTOMER
SETTLEMENT ASSETS AND CUSTOMER ACCOUNT BALANCES AND RELATED OBLIGATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Settlement Assets and Customer Account Balances and Related Obligations | Settlement Assets and Customer Account Balances and Related Obligations SMB Payments Segment In the Company's SMB Payments reportable segment, funds settlement refers to the process of transferring funds for sales and credits between card issuers and merchants. The standards of the card networks require possession of funds during the settlement process by a member bank which controls the clearing transactions. Since settlement funds are required to be in the possession of a member bank until the merchant is funded, these funds are not assets of the Company and the associated obligations related to these funds are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Member banks held merchant funds of $115.5 million and $102.1 million at June 30, 2022 and December 31, 2021, respectively. Exception items that become the liability of the Company are recorded as merchant losses, a component of cost of revenue in the Company's Unaudited Consolidated Statements of Operations. Exception items that the Company is still attempting to collect from the merchants through the funds settlement process or merchant reserves are recognized as settlement assets and customer account balances in the Company's Unaudited Consolidated Balance Sheets, with an offsetting reserve for those amounts the Company estimates it will not be able to recover. Expenses for merchant losses for the three and six months ended June 30, 2022 were $1.0 million and $2.1 million, respectively. Expenses for merchant losses for the three and six months ended June 30, 2021 were $0.6 million and $1.0 million, respectively. B2B Payments Segment In the Company's B2B Payments segment, the Company earns revenues from certain of its services by processing transactions for FIs and other business customers. Customers transfer funds to the Company, which are held in either company-owned bank accounts controlled by the Company or bank-owned FBO accounts controlled by the banks, until such time as the transactions are settled with the customer payees. Amounts due to customer payees that are held by the Company in company-owned bank accounts are included in restricted cash. Amounts due to customer payees that are held in bank-owned FBO accounts are not assets of the Company, and the associated obligations related to these funds are not liabilities of the Company. Therefore, neither is recognized in the Company's Unaudited Consolidated Balance Sheets. Bank-owned FBO accounts held funds of $83.1 million and $45.5 million at June 30, 2022 and December 31, 2021, respectively. Company-owned bank accounts held $4.4 million and $21.4 million at June 30, 2022 and December 31, 2021, respectively, which are included in restricted cash and settlement and customer account obligations in the Company's Unaudited Consolidated Balance Sheets. Enterprise Payments Segment In the Company's Enterprise Payments segment, revenue is derived primarily from enrollment fees, monthly subscription fees and transaction-based fees from licensed money transmission services. As part of its licensed money transmission services, the Company accepts deposits from consumers and subscribers which are held in bank accounts maintained by the Company on behalf of consumers and subscribers. After accepting deposits, the Company is allowed to invest available balances in these accounts in certain permitted investments, and the return on such investments contributes to the Company's net cash inflows. These balances are payable on demand. As such, the Company recorded these balances and related obligations as current assets and current liabilities. The nature of these balances are cash and cash equivalents, but they are not available for day-to-day operations of the Company. Therefore, the Company has classified these balances as settlement assets and customer account balances and the related obligations as settlement and customer account obligations in the Company's Unaudited Consolidated Balance Sheets. The Company's settlement assets and customer account balances and settlement and customer account obligations were as follows: (in thousands) June 30, 2022 December 31, 2021 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 1,757 $ 537 Customer Account Balances: Cash and cash equivalents 502,375 468,934 Time deposits — 10,000 Total settlement assets and customer account balances $ 504,132 $ 479,471 Settlement and Customer Account Obligations: Customer account obligations $ 502,375 $ 478,935 Due to customer payees (1) 4,316 21,356 Total settlement and customer account obligations $ 506,691 $ 500,291 (1) The related assets are included in restricted cash on our Unaudited Consolidated Balance Sheets. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The Company's goodwill relates to the following reporting units as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 SMB Payments $ 120,636 $ 120,636 Enterprise Payments 245,104 245,104 Total $ 365,740 $ 365,740 As of June 30, 2022, the Company is not aware of any triggering events that have occurred since October 1, 2021. Other Intangible Assets At June 30, 2022 and December 31, 2021, other intangible assets consisted of the following: (in thousands, except weighted-average data) June 30, 2022 Weighted-average Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 175,300 $ (17,858) $ 157,442 14.9 Residual buyouts 132,891 (66,032) 66,859 6.2 Customer relationships 95,566 (77,170) 18,396 8.0 Merchant portfolios 76,423 (37,004) 39,419 7.0 Technology 48,690 (16,803) 31,887 9.9 Non-compete agreements 3,390 (3,390) — 0.0 Trade names 2,870 (2,009) 861 11.7 Money transmission licenses (1) 2,100 — 2,100 Total $ 537,230 $ (220,266) $ 316,964 9.9 (1) These assets have an indefinite useful life. (in thousands, except weighted-average data) December 31, 2021 Weighted-average Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 175,300 $ (11,679) $ 163,621 14.8 Residual buyouts (1) 126,225 (56,186) 70,039 6.4 Customer relationships 95,566 (70,883) 24,683 8.1 Merchant portfolios 76,016 (30,879) 45,137 6.7 Technology (2) 48,690 (15,039) 33,651 9.9 Non-compete agreements (2) 3,390 (3,390) — 0.0 Trade names 2,870 (1,890) 980 11.6 Money transmission licenses (3) 2,100 — 2,100 Total $ 530,157 $ (189,946) $ 340,211 9.7 (1) Additions to residual buyouts were offset by certain assets that became fully amortized in 2021 but are still in service. (2) Certain assets in the group became fully amortized in 2021 but are still in service. (3) These assets have an indefinite useful life. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Amortization expense $ 15,194 $ 8,673 $ 30,321 $ 15,667 As of June 30, 2022, there were no impairment indicators present. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | Property, Equipment and Software A summary of property, equipment and software, net as of June 30, 2022 and December 31, 2021 was as follows: (in thousands, except useful lives) June 30, 2022 December 31, 2021 Computer software $ 58,286 $ 52,715 Equipment 12,650 12,255 Leasehold improvements 6,447 6,467 Furniture and fixtures 2,881 2,819 Property, equipment and software 80,264 74,256 Less: accumulated depreciation (53,515) (49,023) Property, equipment and software, net $ 26,749 $ 25,233 Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Depreciation expense $ 2,311 $ 2,050 $ 4,537 $ 4,126 Computer software represents purchased software and internally developed back office and merchant interfacing systems used to assist in the reporting of merchant processing transactions and other related information. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Notes Receivable | Notes ReceivableThe Company had notes receivable of $2.8 million and $0.4 million as of June 30, 2022 and December 31, 2021, respectively, which are reported as current portion of notes receivable and notes receivable less current portion on the Company's Unaudited Consolidated Balance Sheets. The notes receivable carried weighted-average interest rates of 14.6% and 13.8% as of June 30, 2022 and December 31, 2021, respectively. The notes receivable are comprised of notes receivable from ISOs, and under the terms of the agreements the Company preserves the right to hold back residual payments due to the ISOs and to apply such residuals against future payments due to the Company. As of June 30, 2022 and December 31, 2021, the Company had no allowance for doubtful notes receivable. As of June 30, 2022, the principal payments for the Company's notes receivable are due as follows: (in thousands) Twelve months ending June 30, 2023 $ 781 2024 672 2025 567 2026 487 2027 323 After 2027 — Total $ 2,830 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Outstanding debt obligations as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Term facility - matures April 27, 2027, interest rates of 6.81% and 6.75% at June 30, 2022 and December 31, 2021, respectively $ 613,800 $ 616,900 Revolving credit facility - $40.0 million line, matures April 27, 2026, interest rates of 5.81% and 5.75% at June 30, 2022 and December 31, 2021, respectively 14,500 15,000 Total debt obligations 628,300 631,900 Less: current portion of long-term debt (6,200) (6,200) Less: unamortized debt discounts and deferred financing costs (19,876) (21,595) Long-term debt, net $ 602,224 $ 604,105 Interest Expense and Amortization of Deferred Loan Costs and Discounts Deferred financing costs and debt discounts are amortized using the effective interest method over the remaining term of the respective debt and are recorded as a component of interest expense. Unamortized deferred financing costs and debt discounts are included in long-term debt on the Company's Unaudited Consolidated Balance Sheets. Interest expense for outstanding debt, including fees for undrawn amounts and amortization of deferred financing costs and debt discounts, was $12.4 million and $23.9 million for the three and six months ended June 30, 2022, respectively, and $7.3 million and $16.5 million for the three and six months ended June 30, 2021, respectively. Interest expense included amortization of deferred financing costs and debt discounts of $0.9 million and $1.7 million for the three and six months ended June 30, 2022, respectively, and $0.6 million and $1.2 million three and six months ended June 30, 2021, respectively. Deferred Loan Costs and Discounts, and Debt Extinguishment and Modification Expenses In connection with the April 2021 refinancing, the Company recorded $8.3 million of debt extinguishment and modification costs for the three and six months ended June 30, 2021 on the Company's Unaudited Consolidated Statements of Operations. Debt Covenants The Credit Agreement contains representations and warranties, financial and collateral requirements, mandatory payment events, events of default and affirmative and negative covenants, including without limitation, covenants that restrict among other things, the ability to create liens, pay dividends or distribute assets from the loan parties to the Company, merge or consolidate, dispose of assets, incur additional indebtedness, make certain investments or acquisitions, enter into certain transactions (including with affiliates) and to enter into certain leases. If the aggregate principal amount of outstanding revolving loans and letters of credit under the Credit Agreement exceeds 35% of the total revolving facility thereunder, the loan parties are required to comply with certain restrictions on its Total Net Leverage Ratio. If applicable, the maximum permitted Total Net Leverage Ratio is: 1) 6.50:1.00 at each fiscal quarter ended September 30, 2021 through June 30, 2022; 2) 6.00:1.00 at each fiscal quarter ended September 30, 2022 through June 30, 2023; and 3) 5.50:1.00 at each fiscal quarter ended September 30, 2023 each fiscal quarter thereafter. As of June 30, 2022, the Company was in compliance with our financial covenants. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurements Contingent consideration related to the Company's business combinations is estimated based on the present value of a weighted payout probability at the measurement date, which falls within Level 3 on the fair value hierarchy. The current portion of contingent consideration is included in accounts payable and accrued expenses on the Company's Unaudited Consolidated Balance Sheets and the noncurrent portion of contingent consideration is included in other noncurrent liabilities on the Company's Unaudited Consolidated Balance Sheets. Liabilities measured at fair value on a recurring basis consisted of the following: (in thousands) Fair Value Hierarchy June 30, 2022 December 31, 2021 Contingent consideration, current portion Level 3 $ 5,367 $ 4,006 Contingent consideration, noncurrent portion Level 3 5,458 6,680 Total contingent consideration $ 10,825 $ 10,686 During the three and six months ended June 30, 2022, there were no transfers into, out of, or between levels of the fair value hierarchy. The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liability for the three and six months ended June 30, 2022: (in thousands) Contingent Consideration Liability December 31, 2021 $ 10,686 Payment of contingent consideration (415) March 31, 2022 10,271 Accretion of discount on contingent consideration 602 Fair value adjustments due to resolution of contingencies related to future payments (48) June 30, 2022 $ 10,825 The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liability for the three and six months ended June 30, 2021: (in thousands) Contingent Consideration Liability December 31, 2020 $ — Payment of contingent consideration — March 31, 2021 — Addition of contingent consideration due to acquisition 4,700 Payment of contingent consideration — June 30, 2021 $ 4,700 Fair Value Disclosures Notes Receivable Notes receivable are carried at amortized cost. Substantially all of the Company's notes receivable are secured, and the Company provides for allowances when it believes that certain notes receivable may not be collectible. The carrying value of the Company's notes receivable, net approximates fair value and was approximately $2.8 million and $0.4 million at June 30, 2022 and December 31, 2021, respectively. On the fair value hierarchy, Level 3 inputs are used to estimate the fair value of these notes receivable. Debt Obligations Outstanding debt obligations are reflected in the Company's Unaudited Consolidated Balance Sheets at carrying value since the Company did not elect to remeasure debt obligations to fair value at the end of each reporting period. The fair value of the of the term facility was estimated to be $587.7 million and $613.8 million at June 30, 2022 and December 31, 2021, respectively, and was estimated using binding and non-binding quoted prices in an active secondary market, which considers the credit risk and market related conditions, and is within Level 3 of the fair value hierarchy. The carrying values of the other long-term debt obligations approximate fair value due to mechanisms in the credit agreements that adjust the applicable interest rates and the lack of a market for these debt obligations. |
REDEEMABLE SENIOR PREFERRED STO
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Redeemable Senior Preferred Stock and Warrants | Redeemable Senior Preferred Stock and Warrants The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented: (in thousands) Shares Amount December 31, 2021 225 $ 210,158 Unpaid dividend on redeemable senior preferred stock — 4,090 Accretion of discounts and issuance cost — 805 March 31, 2022 225 215,053 Unpaid dividend on redeemable senior preferred stock — 4,161 Accretion of discounts and issuance cost — 817 June 30, 2022 225 $ 220,031 The following table provides a summary of the dividends for the period presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Dividends paid in cash $ 3,571 $ 1,575 $ 7,076 $ 1,575 Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock 4,161 1,838 8,251 1,838 Dividends declared at the rate of 13.0% per year $ 7,732 $ 3,413 $ 15,327 $ 3,413 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's consolidated effective income tax rate for the three and six months ended June 30, 2022, was 61.9% and 147.9%, respectively. The effective rate for the three and six months ended June 30, 2022 differed from the statutory rate of 21.0% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets. The Company's consolidated effective income tax (benefit) rate for the three and six months ended June 30, 2021, was (18.7)% and 5.7%, respectively. The effective rate for the three and six months ended June 30, 2021 differed from the statutory federal rate of 21.0% primarily due to an increase in the valuation allowance against certain business interest carryover deferred tax assets. Valuation Allowance for Deferred Income Tax Assets The Company considers all available positive and negative evidence to determine whether sufficient taxable income will be generated in the future to permit realization of the existing deferred tax assets. In accordance with the provisions of ASC 740, Income Taxes , the Company is required to provide a valuation allowance against deferred income tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized. Based on management's assessment, as of June 30, 2022, the Company continues to record a full valuation allowance against non-deductible interest expense. The Company will continue to evaluate the realizability of the net deferred tax asset on a quarterly basis and, as a result, the valuation allowance may change in future periods. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Minimum Annual Commitments with Third-party Processors The Company has multi-year agreements with third parties to provide certain payment processing services to the Company. The Company pays processing fees under these agreements that are based on the volume and dollar amounts of processed payment transactions. Some of these agreements have minimum annual requirements for processing volumes. Based on existing contracts in place at June 30, 2022, the Company is committed to pay minimum processing fees under these agreements of approximately $15.7 million in 2022 and $16.6 million in 2023. Contingent Consideration For asset acquisitions that do not meet the definition of a business, the portion of the unpaid purchase price that is contingent on future activities is not initially recorded by the acquirer on the date of acquisition. Rather, the acquirer generally recognizes contingent consideration when it becomes probable and estimable. On April 14, 2022, the Company amended the purchase agreement related to its acquisition of certain residual portfolio rights in 2019 to provide for an additional earnout opportunity to be earned during the 12 months ending March 31, 2023. The initial purchase price was subject to an increase of up to $6.4 million in accordance with the terms of the agreement between the Company and the sellers. In connection with this amendment, the Company paid $2.1 million to the sellers during the second quarter of 2022, of which half was related to the earnout for the 12 months ended March 31, 2022 and half was paid as an advance of the earnout for the 12 months ending March 31, 2023. This advance must be repaid by the sellers if certain metrics are not achieved. As of June 30, 2022 and December 31, 2021, the Company had accrued $1.0 million and $2.4 million, respectively, of estimated remaining cash consideration and additional accumulated costs related to its October 2019 acquisition of certain merchant portfolio rights. The Company had recorded aggregate costs, including both actual costs and estimated remaining consideration, totaling $11.5 million and $11.1 million as of June 30, 2022 and December 31, 2021, respectively. Amortization expense was adjusted to reflect the new carrying value at the original purchase date. As of June 30, 2022 and December 31, 2021, accumulated amortization was $6.1 million and $5.0 million, respectively. The merchant portfolio has an estimated remaining life of 2.25 years at June 30, 2022. See Note 3, Acquisitions , for information about contingent consideration related to other acquisitions. Legal Proceedings The Company is involved in certain legal proceedings and claims which arise in the ordinary course of business. In the opinion of the Company and based on consultations with internal and external counsel, the results of any of these matters, individually and in the aggregate, are not expected to have a material effect on the Company's results of operations, financial condition or cash flows. As more information becomes available, and the Company determines that an unfavorable outcome is probable on a claim and that the amount of probable loss that the Company will incur on that claim is reasonably estimable, the Company will record an accrued expense for the claim in question. If and when the Company records such an accrual, it could be material and could adversely impact the Company's results of operations, financial condition and cash flows. Concentration of Risks The Company's revenue is substantially derived from processing Visa and Mastercard bankcard transactions. Because the Company is not a member bank, in order to process these bankcard transactions, the Company maintains sponsorship agreements with member banks which require, among other things, that the Company abide by the by-laws and regulations of the card associations. A majority of the Company's cash and restricted cash is held in certain FIs, substantially all of which is in excess of federal deposit insurance corporation limits. The Company does not believe it is exposed to any significant credit risk from these transactions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Matters | Related Party Transactions Employee Loan In February 2021, the Company loaned $0.9 million to an employee who is considered to be an affiliate of the Company. Under the terms the loan agreement, the loan accrues interest at the rate of 4.0% per year and is secured by shares of the Company's common stock that are owned by the employee. The loan was originally repayable in August 2021, but the agreement was amended in August 2021 to automatically renew for one year terms until the Company requires repayment. The loan may be prepaid at any time. As of June 30, 2022 and December 31, 2021, the amount due to the Company for this loan was $0.9 million. PHOT Preferred Unit Redemption - Distribution to NCIs In November 2020, the Company agreed to an exchange of shares of common stock of the Company, or cash, for the $4.8 million of remaining undistributed preferred equity interests related to the February 2019 contribution of the eTab and Cumulus assets to PHOT. An exchange valuation for the Company's common stock was established as of November 12, 2020 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Stock-based Compensation For the three and six months ended June 30, 2022 and 2021, stock-based compensation expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Stock-based compensation expense $ 1,542 $ 821 3,100 $ 1,379 In March 2021, the Company converted a $0.3 million liability-classified stock-based compensation award for restricted stock units under the 2018 Plan, whereby the service inception date preceded the future grant-date, to an equity-classified award when the restricted stock units were granted. Income tax benefit for stock-based compensation was immaterial for the three and six months ended June 30, 2022 and 2021. No stock-based compensation has been capitalized. 2018 Plan The Company's 2018 Plan initially provided for the issuance of up to 6,685,696 shares of the Company's common stock. On March 17, 2022, the Company's Board of Directors unanimously approved an amendment to the 2018 Plan, which was subsequently approved by our shareholders, to increase the number of shares authorized for issuance under the plan by 2,500,000 shares, resulting in 9,185,696 shares of the Company's common stock authorized for issuance under the plan. 2021 Stock Purchase Plan The 2021 Stock Purchase Plan provides for up to 200,000 shares to be purchased under the plan. Shares issued under the plan may be authorized but unissued or reacquired shares of common stock. All employees of the Company who work more than 20 hours per week and have been employed by the Company for at least 30 days may participate in the 2021 Stock Purchase Plan. Under the 2021 Stock Purchase Plan, participants are offered, on the first day of the offering period, the option to purchase shares of Common Stock at a discount on the last day of the offering period. The offering period shall be for a period of three months, and the first offering period began on January 10, 2022. The 2021 Stock Purchase Plan provides eligible employees the opportunity to purchase shares of the Company's common stock on a quarterly basis through payroll deductions at a price equal to 95% of the lesser of the fair value on the first and last trading day of each offering period. The compensation expense for the three and six months ended June 30, 2022, was immaterial. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The Company is authorized to issue 100,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company's Board of Directors. As of June 30, 2022 and December 31, 2021, the Company has not issued any shares of preferred stock. 2022 Share Repurchase Program |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Prior to the fourth quarter of 2021, the Company's three reportable segments included the Consumer Payments segment, the Commercial Payments segment and the Integrated Partners segment. As a result of the Company's organic growth and recent acquisitions, a new internal reporting structure was implemented which resulted in changes to the Company's reportable segments. The three new reportable operating segments are SMB Payments, B2B Payments and Enterprise Payments. All comparative periods have been adjusted to reflect the new reportable segments. More information about our three reportable segments: • SMB Payments – provides full-service acquiring and payment-enabled solutions for B2C transactions, leveraging the Company's proprietary software platform, distributed through ISOs, direct sales and vertically focused ISV channels. • B2B Payments – provides AP automation solutions to corporations, software partners and FIs, including Citi, Mastercard and American Express. • Enterprise Payments – provides embedded payment and banking solutions to enterprise customers that modernize legacy platforms and accelerate modern software partners looking to monetize payments. Corporate includes costs of corporate functions and shared services not allocated to our reportable segments. Information on reportable segments and reconciliations to consolidated revenues, consolidated depreciation and amortization, and consolidated operating income are as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues: SMB Payments $ 142,506 $ 120,311 $ 272,465 $ 229,412 B2B Payments 5,295 4,041 11,220 7,541 Enterprise Payments 18,629 662 35,984 1,358 Consolidated revenues $ 166,430 $ 125,014 $ 319,669 $ 238,311 Depreciation and amortization: SMB Payments $ 10,980 $ 10,373 $ 21,804 $ 19,081 B2B Payments 73 73 146 147 Enterprise Payments 6,199 — 12,396 — Corporate 253 277 512 565 Consolidated depreciation and amortization $ 17,505 $ 10,723 $ 34,858 $ 19,793 Operating income (loss): SMB Payments $ 13,995 $ 14,444 $ 26,481 $ 27,733 B2B Payments 663 21 1,072 (388) Enterprise Payments 5,698 171 10,192 335 Corporate (7,296) (7,231) (13,859) (15,748) Consolidated operating income $ 13,060 $ 7,405 $ 23,886 $ 11,932 A reconciliation of total operating income of reportable segments to the Company's net income (loss) is provided in the following table: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total operating income of reportable segments $ 20,356 $ 14,636 $ 37,745 $ 27,680 Corporate (7,296) (7,231) (13,859) (15,748) Interest expense (12,335) (7,285) (23,870) (16,453) Debt modification and extinguishment costs — (8,322) — (8,322) Other income (expense), net 29 215 80 (54) Income tax (expense) benefit (467) (1,490) (142) 741 Net income (loss) $ 287 $ (9,477) $ (46) $ (12,156) |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss per Common Share The following tables set forth the computation of the Company's basic and diluted loss per common share:` (in thousands except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 287 $ (9,477) $ (46) $ (12,156) Less: Dividends and accretion attributable to redeemable senior preferred stockholders (8,549) (3,911) (16,949) (3,911) Less: Non-controlling interest preferred unit redemptions — (10,777) — (10,777) Net loss attributable to common stockholders $ (8,262) $ (24,165) $ (16,995) $ (26,844) Denominator: Basic and diluted: Weighted-average common shares outstanding (1) 78,603 69,496 78,600 68,525 Loss per common share $ (0.11) $ (0.35) $ (0.22) $ (0.39) (1) The weighted-average common shares outstanding includes 1,803,841 warrants issued in the second quarter of 2021. Potentially anti-dilutive securities that were excluded from the Company's loss per common share that could potentially be dilutive in future periods are as follows: Six Months Ended June 30, (in thousands) 2022 2021 Outstanding warrants on common stock (1) 3,557 3,557 Outstanding options and warrants issued to adviser (2) 600 600 Restricted stock awards (3) 2,045 1,188 Liability-classified restricted stock units — 118 Outstanding stock option awards (3) 1,172 1,301 Total 7,374 6,764 (1) The warrants are exercisable at $11.50 per share and expire on August 24, 2023. (2) The warrants and options are exercisable at $12.00 per share and expire on August 24, 2023. (3) Granted under the 2018 Plan. |
NATURE OF BUSINESS AND ACCOUN_2
NATURE OF BUSINESS AND ACCOUNTING POLICIES - (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Consolidation | The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status Prior to December 31, 2021, the Company was an EGC, as defined in JOBS Act, and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. On December 31, 2021, we ceased to qualify as an EGC and have adopted any new standards that we are now required to adopt. |
Basis of Presentation | These Unaudited Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC. The Consolidated Balance Sheet as of December 31, 2021 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 but does not include all disclosures required by GAAP for annual financial statements.In the opinion of the Company's management, all known adjustments necessary for a fair presentation of the Unaudited Consolidated Financial Statements for interim periods have been made. These adjustments consist of normal recurring accruals and estimates that affect the carrying amounts of assets and liabilities. These Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of Estimates | The preparation of Unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reported period. Actual results could materially differ from those estimates. In particular, the continued magnitude, duration and effects of the COVID-19 pandemic are difficult to predict, and the ultimate effect could result in future charges related to the recoverability of assets, including financial assets, long-lived assets, goodwill and other losses. |
Foreign Currency | The Company's reporting currency is the U.S. dollar. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the current exchange rate on the last day of the reporting period. Revenues and expenses are translated using the average exchange rate in effect during the reporting period. Foreign exchange translation and transaction gains and losses were not material for the periods presented and are included in the Unaudited Consolidated Statements of Operations. |
Comparability of Reporting Periods | Certain prior period amounts in these Unaudited Consolidated Financial Statements have been reclassified to conform to the current period presentation, with no net effect on the Company's operating income, income (loss) before income taxes, net income (loss) or stockholders' deficit for any period presented. We reclassified certain cash flows related to settlement assets and customer account balances and the related obligations from net cash used in operating activities to net cash provided by financing activities within the Unaudited Consolidated Statements of Cash Flows. Prior period amounts have been reclassified to conform to the current period presentation. The current period presentation classifies all changes in settlement and customer account balance obligations on our Unaudited Consolidated Statements of Cash Flows as net cash provided by (used in) financing activities. The current period presentation provides a more meaningful representation of the cash flows related to the movement of settlement assets and customer account balances due to the restrictions on and use of those funds. |
Recently Issued Accounting Standards Pending Adoption and Recently Adopted Accounting Standards | Recently Issued Accounting Standards Pending Adoption Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financial Rate. If certain criteria are met, entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform. An entity that makes this election would not have to remeasure the contract at the modification date or reassess a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) , which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. These updates can be adopted at any time before December 31, 2022. The Company's term facility and revolving credit facility bear interest at rates based on LIBOR, and the dividend rate on the Company's redeemable senior preferred stock is also based on LIBOR. The Company is evaluating the potential impact these updates may have on its Unaudited Consolidated Financial Statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU 2016-13 will replace the current "incurred loss" model with an "expected loss" model. Under the "incurred loss" model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been "incurred"). Under the "expected loss" model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that leads to a loss being realized, regardless of whether it is probable that the future event will occur. The "incurred loss" model considers past events and current conditions, while the "expected loss" model includes expectations for the future which have yet to occur. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that this update may have on the timing of recognizing future provisions for expected losses on the Company's accounts receivable and notes receivable. Since the Company is a smaller reporting company, the Company must adopt this new standard no later than the beginning of 2023 for annual and interim reporting periods. Recently Adopted Accounting Standards Business Combinations In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
NATURE OF BUSINESS AND ACCOUN_3
NATURE OF BUSINESS AND ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Error Correction Restatements | The following tables present the effects of the changes on the presentation of these cash flows to the previously reported Unaudited Consolidated Statement of Cash Flows: (in thousands) Six Months Ended June 30, 2021 Net cash (used in) provided by operating activities: Historically reported $ (45,124) Adjustment related to PIK interest (26,227) Adjustment related to settlement assets and customer account balances and the related obligations 61,570 Reclassified $ (9,781) Net cash provided by (used in) financing activities: Historically reported $ 69,429 Adjustment related to PIK interest 26,227 Adjustment related to settlement assets and customer account balances and the related obligations (61,570) Reclassified $ 34,086 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents a disaggregation of our consolidated revenues by type for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenue Type: Merchant card fees $ 139,793 $ 118,367 $ 267,745 $ 226,069 Outsourced services and other services 6,887 4,825 13,984 9,203 Money transmission services revenue 17,183 — 33,466 — Equipment 2,567 1,822 4,474 3,039 Total revenues (1),(2) $ 166,430 $ 125,014 $ 319,669 $ 238,311 (1) Includes contracts with an original duration of one year or less and variable consideration under a stand-ready series of distinct days of service. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. |
Schedule of Contract With Customer Liability | Supplemental balance sheet information related to contracts from customers as of June 30, 2022 and December 31, 2021 was as follows: (in thousands) Consolidated Balance Sheet Location June 30, 2022 December 31, 2021 Liabilities: Contract liabilities, net (current) Customer deposits and advance payments $ 303 $ 1,280 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price allocation is set forth in the table below. (in thousands) Consideration: Cash $ 379,220 Equity instruments (1) 34,388 Less: cash and restricted cash acquired (6,598) Total purchase consideration, net of cash and restricted cash acquired $ 407,010 Recognized amounts of assets acquired and liabilities assumed: Accounts receivable $ 385 Prepaid expenses and other current assets 5,198 Current portion of notes receivable 784 Settlement assets and customer account balances 498,811 Property, equipment and software, net 712 Goodwill 245,104 Intangible assets, net (2) 211,400 Other noncurrent assets 955 Accounts payable and accrued expenses (7,837) Settlement and customer account obligations (498,811) Deferred income taxes, net (44,311) Other noncurrent liabilities (5,380) Total purchase consideration $ 407,010 (1) The fair value of the 7,551,354 shares of PRTH common stock that were issued was determined based on their market price at the time of closing adjusted for an appropriate liquidity discount due to trading restrictions under Securities Rule 144. (2) The intangible assets acquired consist of $154.9 million for referral partner relationships, $34.3 million for technology, $20.1 million for customer relationships and $2.1 million for money transmission licenses. (in thousands) Accounts receivable $ 214 Prepaid expenses and other current assets 209 Property, equipment and software, net and other current assets 287 Goodwill 13,804 Intangible assets, net (1) 25,400 Other noncurrent liabilities (214) Total purchase price $ 39,700 |
SETTLEMENT ASSETS AND CUSTOME_2
SETTLEMENT ASSETS AND CUSTOMER ACCOUNT BALANCES AND RELATED OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Settlement Assets | The Company's settlement assets and customer account balances and settlement and customer account obligations were as follows: (in thousands) June 30, 2022 December 31, 2021 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 1,757 $ 537 Customer Account Balances: Cash and cash equivalents 502,375 468,934 Time deposits — 10,000 Total settlement assets and customer account balances $ 504,132 $ 479,471 Settlement and Customer Account Obligations: Customer account obligations $ 502,375 $ 478,935 Due to customer payees (1) 4,316 21,356 Total settlement and customer account obligations $ 506,691 $ 500,291 (1) The related assets are included in restricted cash on our Unaudited Consolidated Balance Sheets. |
Settlement Obligations | The Company's settlement assets and customer account balances and settlement and customer account obligations were as follows: (in thousands) June 30, 2022 December 31, 2021 Settlement Assets: Card settlements due from merchants, net of estimated losses $ 1,757 $ 537 Customer Account Balances: Cash and cash equivalents 502,375 468,934 Time deposits — 10,000 Total settlement assets and customer account balances $ 504,132 $ 479,471 Settlement and Customer Account Obligations: Customer account obligations $ 502,375 $ 478,935 Due to customer payees (1) 4,316 21,356 Total settlement and customer account obligations $ 506,691 $ 500,291 (1) The related assets are included in restricted cash on our Unaudited Consolidated Balance Sheets. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The Company's goodwill relates to the following reporting units as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 SMB Payments $ 120,636 $ 120,636 Enterprise Payments 245,104 245,104 Total $ 365,740 $ 365,740 |
Schedule of Other Intangible Assets | At June 30, 2022 and December 31, 2021, other intangible assets consisted of the following: (in thousands, except weighted-average data) June 30, 2022 Weighted-average Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 175,300 $ (17,858) $ 157,442 14.9 Residual buyouts 132,891 (66,032) 66,859 6.2 Customer relationships 95,566 (77,170) 18,396 8.0 Merchant portfolios 76,423 (37,004) 39,419 7.0 Technology 48,690 (16,803) 31,887 9.9 Non-compete agreements 3,390 (3,390) — 0.0 Trade names 2,870 (2,009) 861 11.7 Money transmission licenses (1) 2,100 — 2,100 Total $ 537,230 $ (220,266) $ 316,964 9.9 (1) These assets have an indefinite useful life. (in thousands, except weighted-average data) December 31, 2021 Weighted-average Gross Carrying Value Accumulated Amortization Net Carrying Value Other intangible assets: ISO and referral partner relationships $ 175,300 $ (11,679) $ 163,621 14.8 Residual buyouts (1) 126,225 (56,186) 70,039 6.4 Customer relationships 95,566 (70,883) 24,683 8.1 Merchant portfolios 76,016 (30,879) 45,137 6.7 Technology (2) 48,690 (15,039) 33,651 9.9 Non-compete agreements (2) 3,390 (3,390) — 0.0 Trade names 2,870 (1,890) 980 11.6 Money transmission licenses (3) 2,100 — 2,100 Total $ 530,157 $ (189,946) $ 340,211 9.7 (1) Additions to residual buyouts were offset by certain assets that became fully amortized in 2021 but are still in service. (2) Certain assets in the group became fully amortized in 2021 but are still in service. (3) These assets have an indefinite useful life. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Amortization expense $ 15,194 $ 8,673 $ 30,321 $ 15,667 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software | A summary of property, equipment and software, net as of June 30, 2022 and December 31, 2021 was as follows: (in thousands, except useful lives) June 30, 2022 December 31, 2021 Computer software $ 58,286 $ 52,715 Equipment 12,650 12,255 Leasehold improvements 6,447 6,467 Furniture and fixtures 2,881 2,819 Property, equipment and software 80,264 74,256 Less: accumulated depreciation (53,515) (49,023) Property, equipment and software, net $ 26,749 $ 25,233 Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Depreciation expense $ 2,311 $ 2,050 $ 4,537 $ 4,126 |
NOTES RECEIVABLE - (Tables)
NOTES RECEIVABLE - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Financing Receivable, before Allowance for Credit Loss, Maturity | As of June 30, 2022, the principal payments for the Company's notes receivable are due as follows: (in thousands) Twelve months ending June 30, 2023 $ 781 2024 672 2025 567 2026 487 2027 323 After 2027 — Total $ 2,830 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Outstanding debt obligations as of June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Term facility - matures April 27, 2027, interest rates of 6.81% and 6.75% at June 30, 2022 and December 31, 2021, respectively $ 613,800 $ 616,900 Revolving credit facility - $40.0 million line, matures April 27, 2026, interest rates of 5.81% and 5.75% at June 30, 2022 and December 31, 2021, respectively 14,500 15,000 Total debt obligations 628,300 631,900 Less: current portion of long-term debt (6,200) (6,200) Less: unamortized debt discounts and deferred financing costs (19,876) (21,595) Long-term debt, net $ 602,224 $ 604,105 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Liabilities measured at fair value on a recurring basis consisted of the following: (in thousands) Fair Value Hierarchy June 30, 2022 December 31, 2021 Contingent consideration, current portion Level 3 $ 5,367 $ 4,006 Contingent consideration, noncurrent portion Level 3 5,458 6,680 Total contingent consideration $ 10,825 $ 10,686 During the three and six months ended June 30, 2022, there were no transfers into, out of, or between levels of the fair value hierarchy. |
Asset Acquisition, Contingent Consideration | The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liability for the three and six months ended June 30, 2022: (in thousands) Contingent Consideration Liability December 31, 2021 $ 10,686 Payment of contingent consideration (415) March 31, 2022 10,271 Accretion of discount on contingent consideration 602 Fair value adjustments due to resolution of contingencies related to future payments (48) June 30, 2022 $ 10,825 The following table provides a reconciliation of the beginning and ending balance of the Company's contingent consideration liability for the three and six months ended June 30, 2021: (in thousands) Contingent Consideration Liability December 31, 2020 $ — Payment of contingent consideration — March 31, 2021 — Addition of contingent consideration due to acquisition 4,700 Payment of contingent consideration — June 30, 2021 $ 4,700 |
REDEEMABLE SENIOR PREFERRED S_2
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Temporary Equity | The following table provides a reconciliation of the beginning and ending carrying amounts of the redeemable senior preferred stock for the periods presented: (in thousands) Shares Amount December 31, 2021 225 $ 210,158 Unpaid dividend on redeemable senior preferred stock — 4,090 Accretion of discounts and issuance cost — 805 March 31, 2022 225 215,053 Unpaid dividend on redeemable senior preferred stock — 4,161 Accretion of discounts and issuance cost — 817 June 30, 2022 225 $ 220,031 The following table provides a summary of the dividends for the period presented: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Dividends paid in cash $ 3,571 $ 1,575 $ 7,076 $ 1,575 Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock 4,161 1,838 8,251 1,838 Dividends declared at the rate of 13.0% per year $ 7,732 $ 3,413 $ 15,327 $ 3,413 |
STOCK-BASED COMPENSATION - (Tab
STOCK-BASED COMPENSATION - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation | For the three and six months ended June 30, 2022 and 2021, stock-based compensation expense was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Stock-based compensation expense $ 1,542 $ 821 3,100 $ 1,379 |
SEGMENT INFORMATION - (Tables)
SEGMENT INFORMATION - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Information on reportable segments and reconciliations to consolidated revenues, consolidated depreciation and amortization, and consolidated operating income are as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues: SMB Payments $ 142,506 $ 120,311 $ 272,465 $ 229,412 B2B Payments 5,295 4,041 11,220 7,541 Enterprise Payments 18,629 662 35,984 1,358 Consolidated revenues $ 166,430 $ 125,014 $ 319,669 $ 238,311 Depreciation and amortization: SMB Payments $ 10,980 $ 10,373 $ 21,804 $ 19,081 B2B Payments 73 73 146 147 Enterprise Payments 6,199 — 12,396 — Corporate 253 277 512 565 Consolidated depreciation and amortization $ 17,505 $ 10,723 $ 34,858 $ 19,793 Operating income (loss): SMB Payments $ 13,995 $ 14,444 $ 26,481 $ 27,733 B2B Payments 663 21 1,072 (388) Enterprise Payments 5,698 171 10,192 335 Corporate (7,296) (7,231) (13,859) (15,748) Consolidated operating income $ 13,060 $ 7,405 $ 23,886 $ 11,932 |
Reconciliation of Revenue from Segments to Consolidated | A reconciliation of total operating income of reportable segments to the Company's net income (loss) is provided in the following table: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Total operating income of reportable segments $ 20,356 $ 14,636 $ 37,745 $ 27,680 Corporate (7,296) (7,231) (13,859) (15,748) Interest expense (12,335) (7,285) (23,870) (16,453) Debt modification and extinguishment costs — (8,322) — (8,322) Other income (expense), net 29 215 80 (54) Income tax (expense) benefit (467) (1,490) (142) 741 Net income (loss) $ 287 $ (9,477) $ (46) $ (12,156) |
LOSS PER COMMON SHARE - (Tables
LOSS PER COMMON SHARE - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Common Share | The following tables set forth the computation of the Company's basic and diluted loss per common share:` (in thousands except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 287 $ (9,477) $ (46) $ (12,156) Less: Dividends and accretion attributable to redeemable senior preferred stockholders (8,549) (3,911) (16,949) (3,911) Less: Non-controlling interest preferred unit redemptions — (10,777) — (10,777) Net loss attributable to common stockholders $ (8,262) $ (24,165) $ (16,995) $ (26,844) Denominator: Basic and diluted: Weighted-average common shares outstanding (1) 78,603 69,496 78,600 68,525 Loss per common share $ (0.11) $ (0.35) $ (0.22) $ (0.39) (1) The weighted-average common shares outstanding includes 1,803,841 warrants issued in the second quarter of 2021. |
Schedule of Antidilutive Securities | Potentially anti-dilutive securities that were excluded from the Company's loss per common share that could potentially be dilutive in future periods are as follows: Six Months Ended June 30, (in thousands) 2022 2021 Outstanding warrants on common stock (1) 3,557 3,557 Outstanding options and warrants issued to adviser (2) 600 600 Restricted stock awards (3) 2,045 1,188 Liability-classified restricted stock units — 118 Outstanding stock option awards (3) 1,172 1,301 Total 7,374 6,764 (1) The warrants are exercisable at $11.50 per share and expire on August 24, 2023. (2) The warrants and options are exercisable at $12.00 per share and expire on August 24, 2023. (3) Granted under the 2018 Plan. |
NATURE OF BUSINESS AND ACCOUN_4
NATURE OF BUSINESS AND ACCOUNTING POLICIES - Revision of Cash Flow Changes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities | $ 30,334 | $ (9,781) |
Net cash used in financing activities | $ 562 | 34,086 |
Historically reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities | (45,124) | |
Net cash used in financing activities | 69,429 | |
Revision of prior period, adjustment | Adjustment related to PIK interest | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities | (26,227) | |
Net cash used in financing activities | 26,227 | |
Revision of prior period, adjustment | Adjustment related to settlement assets and customer account balances and the related obligations | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities | 61,570 | |
Net cash used in financing activities | $ (61,570) |
REVENUES - Disaggregation of Re
REVENUES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 166,430 | $ 125,014 | $ 319,669 | $ 238,311 |
Other income (expense), net | 29 | 215 | 80 | (54) |
Other Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Other income (expense), net | 100 | 200 | 200 | 400 |
Merchant card fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 139,793 | 118,367 | 267,745 | 226,069 |
Outsourced services and other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,887 | 4,825 | 13,984 | 9,203 |
Other income (expense), net | 800 | 1,400 | ||
Money transmission services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,183 | 0 | 33,466 | 0 |
Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,567 | $ 1,822 | $ 4,474 | $ 3,039 |
REVENUES - Contract with Custom
REVENUES - Contract with Customer Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities, net (current) | $ 303 | $ 1,280 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | Jun. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations, which are expected to be recognized as revenue, period (in months) | 12 months |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||
Sep. 17, 2021 USD ($) | Jun. 25, 2021 USD ($) | Apr. 29, 2021 | Apr. 28, 2021 USD ($) | Mar. 15, 2019 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) business | Jun. 24, 2024 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 365,740 | $ 365,740 | $ 365,740 | |||||||||
Payment of contingent consideration | 1,863 | $ 0 | ||||||||||
Contingent consideration | 10,825 | 10,825 | $ 10,686 | |||||||||
Payments for asset acquisition | 2,100 | |||||||||||
Borrowings under revolving credit facility | 12,000 | $ 30,000 | ||||||||||
Revolving Credit Facility | Credit Agreement | Line of Credit | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Borrowings under revolving credit facility | $ 30,000 | |||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 6,400 | |||||||||||
C&H Financial Services | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Threshold period (in years) | 3 years | |||||||||||
Certain Residual Portfolio Rights | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration transferred in asset acquisition | $ 42,400 | 51,800 | ||||||||||
Contingent consideration | 24,800 | |||||||||||
Threshold period (in years) | 3 years | |||||||||||
Note payable netted against purchase price | 3,000 | |||||||||||
Advance payments | 2,000 | |||||||||||
Payments for asset acquisition | $ 41,200 | |||||||||||
Amount paid to seller | $ 9,400 | |||||||||||
Finite-lived intangible assets, remaining amortization period | 7 years | |||||||||||
Finxera | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity interest acquired (as a percent) | 100% | |||||||||||
Goodwill | $ 245,104 | |||||||||||
Tax deductible goodwill | 8,700 | |||||||||||
Contingent consideration | 5,800 | $ 5,800 | ||||||||||
Current contingent consideration liability | 2,400 | 2,400 | ||||||||||
Non-current contingent consideration liability | 3,400 | 3,400 | ||||||||||
Cash | 379,220 | |||||||||||
Total consideration transferred | $ 407,010 | |||||||||||
Finxera | Integrated Partners | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill allocation (as a percent) | 100% | |||||||||||
Two Acquired Businesses | Finxera | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of business combinations | business | 2 | |||||||||||
Debt incurred | $ 6,100 | |||||||||||
Earnout opportunity (as a percent) | 50% | |||||||||||
Earnout opportunity payment period (in months) | 6 months | |||||||||||
Payment of contingent consideration | 400 | |||||||||||
Accretion expense | 300 | 300 | ||||||||||
C&H Financial Services | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 13,804 | |||||||||||
Debt incurred | 4,700 | |||||||||||
Contingent consideration | 5,000 | 5,000 | ||||||||||
Current contingent consideration liability | 3,000 | 3,000 | ||||||||||
Non-current contingent consideration liability | 2,000 | 2,000 | ||||||||||
Accretion expense | $ 300 | $ 300 | ||||||||||
Cash | 34,500 | |||||||||||
Total consideration transferred | 39,700 | |||||||||||
Other consideration transferred | 500 | |||||||||||
Cash on hand | 4,500 | |||||||||||
C&H Financial Services | Historically reported | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash | $ 35,000 | |||||||||||
C&H Financial Services | Maximum | Scenario, Forecast | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration transferred | $ 60,000 |
ACQUISITIONS - Schedule of Acqu
ACQUISITIONS - Schedule of Acquisition (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Recognized amounts of assets acquired and liabilities assumed: | |||
Goodwill | $ 365,740 | $ 365,740 | |
Finxera | |||
Business Acquisition [Line Items] | |||
Cash | $ 379,220 | ||
Equity Instruments | 34,388 | ||
Less: cash and restricted cash acquired | (6,598) | ||
Total consideration transferred | 407,010 | ||
Recognized amounts of assets acquired and liabilities assumed: | |||
Accounts receivable | 385 | ||
Prepaid expenses and other current assets | 5,198 | ||
Current portion of notes receivable | 784 | ||
Settlement assets and customer account balances | 498,811 | ||
Property, equipment and software, net | 712 | ||
Goodwill | 245,104 | ||
Intangible assets, net | 211,400 | ||
Other noncurrent assets | 955 | ||
Accounts payable and accrued expenses | (7,837) | ||
Settlement and customer account obligations | (498,811) | ||
Deferred income taxes, net | (44,311) | ||
Other noncurrent liabilities | (5,380) | ||
Total purchase consideration | $ 407,010 | ||
Business acquisition, shares issued (in shares) | 7,551,354 | ||
Finxera | Money Transmitter Licenses | |||
Recognized amounts of assets acquired and liabilities assumed: | |||
Indefinite-lived intangible assets acquired | $ 2,100 | ||
Finxera | Referral Partner Relationships | |||
Recognized amounts of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets acquired | 154,900 | ||
Finxera | Technology-Based Intangible Assets | |||
Recognized amounts of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets acquired | 34,300 | ||
Finxera | Customer relationships | |||
Recognized amounts of assets acquired and liabilities assumed: | |||
Finite-lived intangible assets acquired | $ 20,100 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 25, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 365,740 | $ 365,740 | |
C&H Financial Services | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 214 | ||
Prepaid expenses and other current assets | 209 | ||
Property, equipment and software, net and other current assets | 287 | ||
Goodwill | 13,804 | ||
Intangible assets, net | 25,400 | ||
Other noncurrent liabilities | (214) | ||
Total purchase consideration | 39,700 | ||
C&H Financial Services | Merchant Portfolio | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 20,200 | ||
Useful life (in years) | 10 years | ||
C&H Financial Services | ISO Partner Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 5,200 | ||
Useful life (in years) | 12 years |
SETTLEMENT ASSETS AND CUSTOME_3
SETTLEMENT ASSETS AND CUSTOMER ACCOUNT BALANCES AND RELATED OBLIGATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Merchant reserves held by sponsor banks | $ 115,500 | $ 102,100 | |||
Provision for merchant losses | $ 1,000 | $ 600 | 2,100 | $ 1,000 | |
Settlement and customer account obligations | 506,691 | 506,691 | 500,291 | ||
Due To ACH Payees | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Settlement and customer account obligations | 4,400 | 4,400 | 21,400 | ||
Due To ACH Payees | Bank | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Settlement and customer account obligations | $ 83,100 | $ 83,100 | $ 45,500 |
SETTLEMENT ASSETS AND CUSTOME_4
SETTLEMENT ASSETS AND CUSTOMER ACCOUNT BALANCES AND RELATED OBLIGATIONS - Schedule of Settlement Assets and Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Settlement Assets: | ||
Settlement assets and customer account balances | $ 504,132 | $ 479,471 |
Settlement Obligations: | ||
Settlement and customer account obligations | 506,691 | 500,291 |
Customer account obligations | ||
Settlement Obligations: | ||
Settlement and customer account obligations | 502,375 | 478,935 |
Due to customer payees | ||
Settlement Obligations: | ||
Settlement and customer account obligations | 4,316 | 21,356 |
Card settlements due from merchants, net of estimated losses | ||
Settlement Assets: | ||
Settlement assets and customer account balances | 1,757 | 537 |
Cash and cash equivalents | ||
Settlement Assets: | ||
Settlement assets and customer account balances | 502,375 | 468,934 |
Time deposits | ||
Settlement Assets: | ||
Settlement assets and customer account balances | $ 0 | $ 10,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 365,740 | $ 365,740 |
SMB Payments | ||
Goodwill [Line Items] | ||
Goodwill | 120,636 | 120,636 |
Enterprise Payments | ||
Goodwill [Line Items] | ||
Goodwill | $ 245,104 | $ 245,104 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (220,266) | $ (189,946) |
Weighted-average Useful Life | 9 years 10 months 24 days | 9 years 8 months 12 days |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 537,230 | $ 530,157 |
Net Carrying Value | 316,964 | 340,211 |
Money Transmitter Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Money Transmitter Licenses | 2,100 | 2,100 |
ISO and referral partner relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 175,300 | 175,300 |
Accumulated Amortization | (17,858) | (11,679) |
Net Carrying Value | $ 157,442 | $ 163,621 |
Weighted-average Useful Life | 14 years 10 months 24 days | 14 years 9 months 18 days |
Residual buyouts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 132,891 | $ 126,225 |
Accumulated Amortization | (66,032) | (56,186) |
Net Carrying Value | $ 66,859 | $ 70,039 |
Weighted-average Useful Life | 6 years 2 months 12 days | 6 years 4 months 24 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 95,566 | $ 95,566 |
Accumulated Amortization | (77,170) | (70,883) |
Net Carrying Value | $ 18,396 | $ 24,683 |
Weighted-average Useful Life | 8 years | 8 years 1 month 6 days |
Merchant portfolios | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 76,423 | $ 76,016 |
Accumulated Amortization | (37,004) | (30,879) |
Net Carrying Value | $ 39,419 | $ 45,137 |
Weighted-average Useful Life | 7 years | 6 years 8 months 12 days |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 48,690 | $ 48,690 |
Accumulated Amortization | (16,803) | (15,039) |
Net Carrying Value | $ 31,887 | $ 33,651 |
Weighted-average Useful Life | 9 years 10 months 24 days | 9 years 10 months 24 days |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,390 | $ 3,390 |
Accumulated Amortization | (3,390) | (3,390) |
Net Carrying Value | $ 0 | $ 0 |
Weighted-average Useful Life | 0 years | 0 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,870 | $ 2,870 |
Accumulated Amortization | (2,009) | (1,890) |
Net Carrying Value | $ 861 | $ 980 |
Weighted-average Useful Life | 11 years 8 months 12 days | 11 years 7 months 6 days |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 15,194 | $ 8,673 | $ 30,321 | $ 15,667 |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | $ 80,264 | $ 80,264 | $ 74,256 | ||
Less: accumulated depreciation | (53,515) | (53,515) | (49,023) | ||
Property, equipment and software, net | 26,749 | 26,749 | 25,233 | ||
Depreciation expense | 2,311 | $ 2,050 | 4,537 | $ 4,126 | |
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | 58,286 | 58,286 | 52,715 | ||
Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | 12,650 | 12,650 | 12,255 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | 6,447 | 6,447 | 6,467 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, equipment and software | $ 2,881 | $ 2,881 | $ 2,819 |
NOTES RECEIVABLE - Narrative (D
NOTES RECEIVABLE - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Notes receivable | $ 2.8 | $ 0.4 |
Notes receivable, average interest rate | 14.60% | 13.80% |
Notes receivable allowance for credit loss | $ 0 | $ 0 |
NOTES RECEIVABLE - Schedule of
NOTES RECEIVABLE - Schedule of Principal Payments to be Received (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Receivables [Abstract] | |
2023 | $ 781 |
2024 | 672 |
2025 | 567 |
2026 | 487 |
2027 | 323 |
After 2027 | 0 |
Total | $ 2,830 |
DEBT OBLIGATIONS - Schedule of
DEBT OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 628,300,000 | $ 631,900,000 |
Less: current portion of long-term debt | (6,200,000) | (6,200,000) |
Less: unamortized debt discounts and deferred financing costs | (19,876,000) | (21,595,000) |
Long-term debt, net | 602,224,000 | 604,105,000 |
Credit Agreement | Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 613,800,000 | $ 616,900,000 |
Interest rate during period | 6.81% | 6.75% |
Credit Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 14,500,000 | $ 15,000,000 |
Interest rate during period | 5.81% | 5.75% |
Maximum borrowing capacity | $ 40,000,000 |
DEBT OBLIGATIONS - Narrative (D
DEBT OBLIGATIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 27, 2021 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest Expense | $ 12,335 | $ 7,285 | $ 23,870 | $ 16,453 | |
Amortization of debt discount (premium) and debt issuance costs | 900 | 600 | 1,700 | 1,200 | |
Debt extinguishment and modification costs | $ 0 | (8,322) | $ 0 | (8,322) | |
Net leverage ratio, period one | 6.50 | 6.50 | |||
Net leverage ratio, period two | 6 | 6 | |||
Net leverage ratio, period three | 5.50 | 5.50 | |||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Expense | $ 12,400 | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum percentage of credit outstanding (as a percent) | 35% | ||||
Credit Agreement | Line of Credit | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, LIBOR floor | 1% | ||||
Credit Agreement | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Unused commitment fee percentage | 0.50% | ||||
Senior Term Loan, Maturing January 3, 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt extinguishment and modification costs | $ 8,300 | $ 8,300 |
FAIR VALUE - Contingent Conside
FAIR VALUE - Contingent Consideration Current and Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total contingent consideration | $ 10,825 | $ 10,686 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current contingent consideration liability | 5,367 | 4,006 |
Non-current contingent consideration liability | $ 5,458 | $ 6,680 |
FAIR VALUE - Contingent Consi_2
FAIR VALUE - Contingent Consideration Liability Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Contingent consideration for business combinations and asset acquisitions | $ (1,863) | $ 0 | ||||
Contingent Consideration | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | $ 10,271 | $ 10,686 | $ 0 | $ 0 | 10,686 | 0 |
Contingent consideration for business combinations and asset acquisitions | (415) | 0 | 0 | |||
Accretion of discount on contingent consideration | 602 | |||||
Fair value adjustments due to resolution of contingencies related to future payments | (48) | |||||
Addition of contingent consideration due to acquisition | 4,700 | |||||
Ending balance | $ 10,825 | $ 10,271 | $ 4,700 | $ 0 | $ 10,825 | $ 4,700 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes receivable, fair value | $ 2.8 | $ 0.4 |
Senior Notes | Senior Term Loan, Maturing January 3, 2023 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 587.7 | $ 613.8 |
REDEEMABLE SENIOR PREFERRED S_3
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS - Reconciliation of Temporary Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Beginning balance (in shares) | 225,000 | 225,000 | 225,000 | ||
Beginning balance | $ 215,053 | $ 210,158 | $ 210,158 | ||
Unpaid dividend on redeemable senior preferred stock | 4,161 | 4,090 | $ 1,838 | $ 8,251 | $ 1,838 |
Accretion of discounts and issuance cost | $ 817 | $ 805 | |||
Ending balance (in shares) | 225,000 | 225,000 | 225,000 | ||
Ending balance | $ 220,031 | $ 215,053 | $ 220,031 |
REDEEMABLE SENIOR PREFERRED S_4
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS - Schedule of Dividends (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Dividends paid in cash | $ 3,571 | $ 1,575 | $ 7,076 | $ 1,575 | |
Accumulated dividends accrued as part of the carrying value of redeemable senior preferred stock | 4,161 | $ 4,090 | 1,838 | $ 8,251 | 1,838 |
Dividend rate (as a percent) | 13% | ||||
Dividends declared at the rate of 13.0% per year | $ 7,732 | $ 3,413 | $ 15,327 | $ 3,413 |
REDEEMABLE SENIOR PREFERRED S_5
REDEEMABLE SENIOR PREFERRED STOCK AND WARRANTS - Narrative (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 27, 2021 |
Investments, Debt and Equity Securities [Abstract] | |||
Warrants and rights, number of shares allowed to purchase (in shares) | 1,803,841 | ||
Temporary equity par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Warrants, exercise price (in dollars per share) | $ 11.50 | $ 0.001 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 61.90% | (18.70%) | 147.90% | 5.70% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 15, 2019 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||||
Purchase obligation current year | $ 15,700 | $ 15,700 | ||
Purchase obligation year two and three | 16,600 | 16,600 | ||
Payments for asset acquisition | 2,100 | |||
Asset acquisition, contingent liability | 1,000 | 1,000 | $ 2,400 | |
Accumulated costs and estimated remaining consideration | 11,500 | 11,500 | 11,100 | |
Accumulated amortization | 220,266 | 220,266 | 189,946 | |
Merchant Portfolio | ||||
Other Commitments [Line Items] | ||||
Accumulated amortization | $ 6,100 | $ 6,100 | $ 5,000 | |
Finite-lived intangible assets, remaining amortization period | 2 years 3 months | |||
Maximum | ||||
Other Commitments [Line Items] | ||||
Contingent consideration | $ 6,400 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2020 | Nov. 12, 2020 | Jan. 31, 2019 | May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Due from related parties, noncurrent | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | |||||||
Annual interest rate | 4% | ||||||||||
Automatic renewal period until company requires payment | 1 year | ||||||||||
Purchase price | $ 4,800,000 | ||||||||||
Share price (in USD per share) | $ 7.75 | ||||||||||
Income tax expense (benefit) | $ 467,000 | $ 1,490,000 | $ 142,000 | $ (741,000) | |||||||
Share Exchange | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price | $ 800,000 | $ 10,800,000 | |||||||||
Volume of days | 20 days | ||||||||||
Exercise price (USD per share) | $ 2.78 | ||||||||||
Number of shares issued in transaction (in shares) | 1,428,358 | ||||||||||
Appreciated common stock value (in USD per share) | $ 6.975 | ||||||||||
Liquidity discount (as a percent) | 10% | ||||||||||
Liquidity discount (in USD per share) | $ 0.775 | ||||||||||
Income tax expense (benefit) | $ (2,800,000) | ||||||||||
Net impact to equity | 8,000,000 | ||||||||||
Share Exchange, Cash Consideration | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price | 10,000,000 | ||||||||||
Share Exchange, Stock Consideration | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price | $ 800,000 | ||||||||||
Executive Vice President of M&A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of ownership after transaction | 24.10% | ||||||||||
Executive Vice President of M&A | Share Exchange | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 413,081 | ||||||||||
Chief Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of ownership after transaction | 35.30% | ||||||||||
Chief Executive Officer | Share Exchange | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | 605,623 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,542 | $ 821 | $ 3,100 | $ 1,379 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) | 1 Months Ended | 6 Months Ended | |||
Mar. 17, 2022 shares | Apr. 16, 2021 hour shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jul. 31, 2018 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation expense capitalized | $ | $ 0 | ||||
Maximum hours per week | hour | 20 | ||||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares available for purchase (in shares) | 200,000 | ||||
Minimum number of days employed to be eligible for plan | 30 days | ||||
Purchase price (as a percent) | 95% | ||||
2018 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Liability-classified stock-based compensation converted to equity-classified | $ | $ 300,000 | ||||
Maximum number of shares available for purchase (in shares) | 9,185,696 | 6,685,696 | |||
Additional number of shares available for purchase (in shares) | 2,500,000 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Authorized amount to be repurchased (in shares) | 2,000,000 | |
Authorized amount to be repurchased | $ 10,000,000 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Revenues | $ 166,430 | $ 125,014 | $ 319,669 | $ 238,311 |
Depreciation and amortization: | ||||
Depreciation and amortization | 17,505 | 10,723 | 34,858 | 19,793 |
Operating income (loss): | ||||
Operating Income (Loss) | 13,060 | 7,405 | 23,886 | 11,932 |
SMB Payments | ||||
Revenues: | ||||
Revenues | 142,506 | 120,311 | 272,465 | 229,412 |
Commercial Payments | ||||
Revenues: | ||||
Revenues | 5,295 | 4,041 | 11,220 | 7,541 |
Enterprise Payments | ||||
Revenues: | ||||
Revenues | 18,629 | 662 | 35,984 | 1,358 |
Operating Segments | ||||
Operating income (loss): | ||||
Operating Income (Loss) | 20,356 | 14,636 | 37,745 | 27,680 |
Operating Segments | SMB Payments | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | 10,980 | 10,373 | 21,804 | 19,081 |
Operating income (loss): | ||||
Operating Income (Loss) | 13,995 | 14,444 | 26,481 | 27,733 |
Operating Segments | Commercial Payments | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | 73 | 73 | 146 | 147 |
Operating income (loss): | ||||
Operating Income (Loss) | 663 | 21 | 1,072 | (388) |
Operating Segments | Enterprise Payments | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | 6,199 | 0 | 12,396 | 0 |
Operating income (loss): | ||||
Operating Income (Loss) | 5,698 | 171 | 10,192 | 335 |
Corporate | ||||
Depreciation and amortization: | ||||
Depreciation and amortization | 253 | 277 | 512 | 565 |
Operating income (loss): | ||||
Operating Income (Loss) | $ (7,296) | $ (7,231) | $ (13,859) | $ (15,748) |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Total Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total operating income of reportable segments | $ 13,060 | $ 7,405 | $ 23,886 | $ 11,932 |
Interest expense | (12,335) | (7,285) | (23,870) | (16,453) |
Debt extinguishment and modification costs | 0 | (8,322) | 0 | (8,322) |
Other income (expense), net | 29 | 215 | 80 | (54) |
Income tax expense (benefit) | 467 | 1,490 | 142 | (741) |
Net income (loss) | 287 | (9,477) | (46) | (12,156) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total operating income of reportable segments | 20,356 | 14,636 | 37,745 | 27,680 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total operating income of reportable segments | $ (7,296) | $ (7,231) | $ (13,859) | $ (15,748) |
LOSS PER COMMON SHARE - Schedul
LOSS PER COMMON SHARE - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 27, 2021 | |
Numerator: | |||||
Net income (loss) | $ 287 | $ (9,477) | $ (46) | $ (12,156) | |
Less: Dividends and accretion attributable to redeemable senior preferred stockholders | (8,549) | (3,911) | (16,949) | (3,911) | |
Less: Non-controlling interest preferred unit redemptions | 0 | (10,777) | 0 | (10,777) | |
Net (loss) income available to common stockholders | $ (8,262) | $ (24,165) | $ (16,995) | $ (26,844) | |
Basic weighted-average common stock shares outstanding (in shares) | 78,603,000 | 69,496,000 | 78,600,000 | 68,525,000 | |
Diluted weighted-average common stock shares outstanding (in shares) | 78,603,000 | 69,496,000 | 78,600,000 | 68,525,000 | |
Basic earnings (loss) per common share (in dollars per share) | $ (0.11) | $ (0.35) | $ (0.22) | $ (0.39) | |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.11) | $ (0.35) | $ (0.22) | $ (0.39) | |
Warrants and rights, number of shares allowed to purchase (in shares) | 1,803,841 |
LOSS PER COMMON SHARE - Sched_2
LOSS PER COMMON SHARE - Schedule of Antidilutive Securities (Details) - $ / shares shares in Thousands | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Apr. 27, 2021 | Jul. 24, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 7,374 | 6,764 | ||
Warrants, exercise price (in dollars per share) | $ 11.50 | $ 0.001 | ||
MI Acquisitions Purchase Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants, exercise price (in dollars per share) | $ 12 | |||
Outstanding warrants on common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 3,557 | 3,557 | ||
Outstanding options and warrants issued to adviser | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 600 | 600 | ||
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 2,045 | 1,188 | ||
Liability-classified restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 0 | 118 | ||
Outstanding stock option awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities that were excluded from EPS (in shares) | 1,172 | 1,301 |