Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Repay Holdings Corporation | |
Entity Central Index Key | 0001720592 | |
Entity Tax Identification Number | 98-1496050 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity File Number | 001-38531 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Address, Address Line One | 3 West Paces Ferry Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 404 | |
Local Phone Number | 504-7472 | |
Entity Incorporation, State or Country Code | DE | |
Trading Symbol | RPAY | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 91,333,050 | |
Class V Common Stock | ||
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 60,374,827 | $ 50,048,657 |
Accounts receivable | 32,401,380 | 33,235,745 |
Prepaid expenses and other | 13,598,748 | 12,427,032 |
Total current assets | 106,374,955 | 95,711,434 |
Property, plant and equipment, net | 4,513,877 | 3,801,199 |
Restricted cash | 19,153,955 | 26,291,269 |
Intangible assets, net | 535,796,229 | 577,693,902 |
Goodwill | 827,802,003 | 824,081,632 |
Operating lease right-of-use assets, net | 11,327,015 | 10,499,751 |
Deferred tax assets | 133,813,455 | 145,259,883 |
Other assets | 2,499,996 | 2,499,996 |
Total noncurrent assets | 1,534,906,530 | 1,590,127,632 |
Total assets | 1,641,281,485 | 1,685,839,066 |
Liabilities | ||
Accounts payable | 21,573,426 | 20,082,651 |
Related party payable | 774,543 | 17,394,125 |
Accrued expenses | 21,568,148 | 26,819,083 |
Current operating lease liabilities | 2,206,808 | 1,990,416 |
Current tax receivable agreement | 24,454,088 | 24,495,556 |
Other current liabilities | 91,417 | 1,565,931 |
Total current liabilities | 70,668,430 | 92,347,762 |
Long-term debt | 449,896,069 | 448,484,696 |
Noncurrent operating lease liabilities | 9,765,876 | 9,090,867 |
Tax receivable agreement, net of current portion | 177,469,519 | 221,332,863 |
Other liabilities | 3,266,978 | 1,547,087 |
Total noncurrent liabilities | 640,398,442 | 680,455,513 |
Total liabilities | 711,066,872 | 772,803,275 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Additional paid-in capital | 1,107,431,623 | 1,100,012,082 |
Treasury stock, 100,803 and 0 shares as of June 30, 2022 and December 31, 2021, respectively | (1,151,532) | |
Accumulated other comprehensive loss | (2,205) | (2,205) |
Accumulated deficit | (212,352,930) | (226,015,886) |
Total Repay stockholders' equity | 893,933,845 | 874,002,841 |
Non-controlling interests | 36,280,768 | 39,032,950 |
Total equity | 930,214,613 | 913,035,791 |
Total liabilities and equity | 1,641,281,485 | 1,685,839,066 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock value | $ 8,889 | $ 8,850 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Treasury Stock, Shares | 100,803 | 0 |
Class A Common Stock | ||
Common shares, par value | $ 0.0001 | |
Common shares, shares authorized | 2,000,000,000 | |
Common shares, shares issued | 88,993,722 | 88,502,621 |
Common shares, shares outstanding | 88,892,919 | 88,502,621 |
Class V Common Stock | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 1,000 | 1,000 |
Common shares, shares issued | 100 | 100 |
Common shares, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 67,434,781 | $ 48,411,871 | $ 134,998,836 | $ 95,932,367 |
Operating expenses | ||||
Costs of services (exclusive of depreciation and amortization shown separately below) | 16,731,428 | 12,720,798 | 33,296,384 | 25,195,606 |
Selling, general and administrative | 39,129,912 | 29,542,047 | 71,347,805 | 52,935,414 |
Depreciation and amortization | 29,190,773 | 19,678,980 | 57,779,918 | 37,471,974 |
Change in fair value of contingent consideration | (1,050,000) | (1,200,000) | (3,950,000) | 1,448,786 |
Total operating expenses | 84,002,113 | 60,741,825 | 158,474,107 | 117,051,780 |
Loss from operations | (16,567,332) | (12,329,954) | (23,475,271) | (21,119,413) |
Other income (expense) | ||||
Interest expense | (1,051,197) | (816,621) | (2,039,786) | (1,999,978) |
Loss on extinguishment of debt | (5,940,600) | |||
Change in fair value of tax receivable liability | 19,450,650 | (4,355,183) | 44,070,035 | (3,312,450) |
Other income | 10,764 | 34,389 | 16,824 | 62,536 |
Other loss | (150,234) | (150,234) | (9,080,410) | |
Total other income (expense) | 18,259,983 | (5,137,415) | 41,896,839 | (20,270,902) |
Income (loss) before income tax (expense) benefit | 1,692,651 | (17,467,369) | 18,421,568 | (41,390,315) |
Income tax (expense) benefit | (3,045,392) | 4,117,474 | (6,887,934) | 10,059,247 |
Net income (loss) | (1,352,741) | (13,349,895) | 11,533,634 | (31,331,068) |
Less: Net loss attributable to non-controlling interests | (1,362,153) | (1,080,798) | (2,129,322) | (3,268,070) |
Net income (loss) attributable to the Company | $ 9,412 | $ (12,269,097) | $ 13,662,956 | $ (28,062,998) |
Income (loss) per Class A share attributable to the Company: | ||||
Basic | $ 0 | $ (0.15) | $ 0.15 | $ (0.36) |
Diluted | $ 0 | $ (0.15) | $ 0.12 | $ (0.36) |
Weighted-average shares outstanding: | ||||
Basic | 88,903,674 | 79,781,185 | 88,756,482 | 78,200,752 |
Diluted | 113,250,564 | 79,781,185 | 112,866,991 | 78,200,752 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (1,352,741) | $ (13,349,895) | $ 11,533,634 | $ (31,331,068) |
Other comprehensive income, before tax | ||||
Reclassification of net unrealized loss on cash flow hedges to other loss | 9,317,244 | |||
Total other comprehensive income, before tax | 9,317,244 | |||
Income tax related to items of other comprehensive income: | ||||
Tax expense on reclassification of net unrealized loss on cash flow hedges to other loss | (1,672,743) | |||
Total income tax expense on related to items of other comprehensive income | (1,672,743) | |||
Total other comprehensive income, net of tax | 7,644,501 | |||
Total comprehensive income (loss) | (1,352,741) | (13,349,895) | 11,533,634 | (23,686,567) |
Less: Comprehensive loss attributable to non-controlling interests | (1,362,153) | (1,080,798) | (2,129,322) | (2,060,332) |
Comprehensive income (loss) attributable to the Company | $ 9,412 | $ (12,269,097) | $ 13,662,956 | $ (21,626,235) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Total | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests |
Balance at Dec. 31, 2020 | $ 556,182,071 | $ 7,125 | $ 691,675,072 | $ (175,931,713) | $ (6,436,763) | $ 46,868,350 | ||
Balance, shares at Dec. 31, 2020 | 71,244,682 | 100 | ||||||
Issuance of new shares | 370,348,361 | $ 1,629 | 371,048,331 | (701,599) | ||||
Issuance of new shares, shares | 16,295,802 | |||||||
Exchange of Post-Merger Repay Units | 2 | $ 40 | 2,293,502 | (2,293,540) | ||||
Exchange of Post-Merger Repay Units Shares | 400,267 | |||||||
Release of share awards vested under Incentive Plan | $ 38 | (38) | ||||||
Release of share awards vested under Incentive Plan, shares | 384,217 | |||||||
Shares repurchased under Incentive Plan | 2,520,320 | $ (10) | (2,526,521) | 6,211 | ||||
Shares repurchased under Incentive Plan , Shares | (102,538) | |||||||
Stock-based compensation | 10,656,088 | 10,678,545 | (22,457) | |||||
Valuation allowance on Ceiling Rule DTA | 5,187 | 5,187 | ||||||
Net income (loss) | (31,331,068) | (28,062,998) | (3,268,070) | |||||
Other comprehensive income (loss) | 7,644,501 | 6,436,763 | 1,207,738 | |||||
Balance at Jun. 30, 2021 | 910,974,448 | $ 8,822 | 1,073,163,704 | (203,994,711) | 41,796,633 | |||
Balance, shares at Jun. 30, 2021 | 88,222,430 | 100 | ||||||
Balance at Mar. 31, 2021 | 691,271,348 | $ 7,809 | 839,589,351 | (191,725,614) | 43,399,802 | |||
Balance, shares at Mar. 31, 2021 | 78,084,846 | 100 | ||||||
Issuance of new shares | 228,250,000 | $ 1,005 | 228,636,942 | (387,947) | ||||
Issuance of new shares, shares | 10,051,302 | |||||||
Exchange of Post-Merger Repay Units | $ 2 | 135,128 | (135,128) | |||||
Exchange of Post-Merger Repay Units Shares | 25,267 | |||||||
Release of share awards vested under Incentive Plan | 2 | $ 9 | (9) | |||||
Release of share awards vested under Incentive Plan, shares | 91,136 | |||||||
Shares repurchased under Incentive Plan | 702,373 | $ (3) | (704,586) | 2,216 | ||||
Shares repurchased under Incentive Plan , Shares | (30,121) | |||||||
Stock-based compensation | 5,505,489 | 5,507,001 | (1,512) | |||||
Valuation allowance on Ceiling Rule DTA | 123 | 123 | ||||||
Net income (loss) | (13,349,895) | (12,269,097) | (1,080,798) | |||||
Balance at Jun. 30, 2021 | 910,974,448 | $ 8,822 | 1,073,163,704 | (203,994,711) | 41,796,633 | |||
Balance, shares at Jun. 30, 2021 | 88,222,430 | 100 | ||||||
Balance at Dec. 31, 2021 | 913,035,791 | $ 8,850 | 1,100,012,082 | (226,015,886) | (2,205) | 39,032,950 | ||
Balance, shares at Dec. 31, 2021 | 88,502,621 | 100 | ||||||
Exchange of Post-Merger Repay Units | $ 4 | 209,881 | (209,885) | |||||
Exchange of Post-Merger Repay Units Shares | 43,528 | |||||||
Release of share awards vested under Incentive Plan and shares purchased under ESPP | $ 58 | (58) | ||||||
Release of share awards vested under Incentive Plan and shares purchased under ESPP, shares | 574,370 | |||||||
Shares Repurchased Under Incentive Plan and ESPP | (1,839,847) | $ (13) | (1,842,168) | 2,334 | ||||
Shares repurchased under incentive Plan and ESPP , Shares | 126,797 | |||||||
Treasury shares repurchased | (1,145,348) | $ (10) | $ (1,151,532) | 6,194 | ||||
Treasury shares repurchased, shares | (100,803) | |||||||
Stock-based compensation | 9,016,289 | 9,051,886 | (35,597) | |||||
Tax distribution from Hawk Parent | (385,906) | 385,906 | ||||||
Net income (loss) | 11,533,634 | 13,662,956 | (2,129,322) | |||||
Balance at Jun. 30, 2022 | 930,214,613 | $ 8,889 | 1,107,431,623 | (212,352,930) | (2,205) | 36,280,768 | ||
Balance, shares at Jun. 30, 2022 | 88,892,919 | 100 | (1,151,532) | |||||
Balance at Mar. 31, 2022 | 927,317,568 | $ 8,881 | 1,101,431,734 | (212,362,342) | (2,205) | 38,241,500 | ||
Balance, shares at Mar. 31, 2022 | 88,817,111 | 100 | ||||||
Exchange of Post-Merger Repay Units | $ 4 | 209,881 | (209,885) | |||||
Exchange of Post-Merger Repay Units Shares | 43,528 | |||||||
Release of share awards vested under Incentive Plan and shares purchased under ESPP | $ 15 | (15) | ||||||
Release of share awards vested under Incentive Plan and shares purchased under ESPP, shares | 146,615 | |||||||
Shares Repurchased Under Incentive Plan and ESPP | (141,414) | $ (1) | (139,363) | (2,050) | ||||
Shares repurchased under incentive Plan and ESPP , Shares | 13,532 | |||||||
Treasury shares repurchased | (1,145,348) | $ (10) | $ (1,151,532) | 6,194 | ||||
Treasury shares repurchased, shares | (100,803) | |||||||
Stock-based compensation | 5,922,454 | 5,929,386 | (6,932) | |||||
Tax distribution from Hawk Parent | (385,906) | 385,906 | ||||||
Net income (loss) | (1,352,741) | 9,412 | (1,362,153) | |||||
Balance at Jun. 30, 2022 | $ 930,214,613 | $ 8,889 | $ 1,107,431,623 | $ (212,352,930) | $ (2,205) | $ 36,280,768 | ||
Balance, shares at Jun. 30, 2022 | 88,892,919 | 100 | (1,151,532) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (1,352,741) | $ (13,349,895) | $ 11,533,634 | $ (31,331,068) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 29,190,773 | 19,678,980 | 57,779,918 | 37,471,974 | |
Stock based compensation | 9,016,289 | 10,656,090 | |||
Amortization of debt issuance costs | 1,411,373 | 1,197,917 | |||
Loss on disposal of property and equipment | 54,463 | ||||
Loss on termination of lease | 95,770 | ||||
Loss on extinguishment of debt | 5,940,600 | ||||
Loss on sale of interest rate swaps | 9,317,243 | ||||
Fair value change in tax receivable agreement liability | (44,070,035) | 3,312,450 | |||
Fair value change in other assets and liabilities | (3,950,000) | 1,448,786 | |||
Payment of contingent consideration liability in excess of acquisition-date fair value | (8,895,626) | ||||
Deferred tax expense | 6,887,934 | (10,059,247) | |||
Change in accounts receivable | 1,837,711 | (3,603,491) | |||
Change in prepaid expenses and other | (1,171,716) | (702,976) | |||
Change in operating lease ROU assets | (827,264) | 576,505 | |||
Change in accounts payable | 1,490,775 | 3,567,717 | |||
Change in related party payable | (77,258) | 340,132 | |||
Change in accrued expenses and other | (5,346,705) | (2,945,543) | |||
Change in operating lease liabilities | 891,401 | (394,915) | |||
Change in other liabilities | 245,377 | (7,924,883) | |||
Net cash provided by operating activities | 27,060,557 | 16,867,291 | |||
Cash flows from investing activities | |||||
Purchases of property and equipment | (1,824,474) | (985,274) | |||
Purchases of intangible assets | (14,824,912) | (9,738,165) | |||
Net cash used in investing activities | (16,649,386) | (286,509,580) | |||
Cash flows from financing activities | |||||
Issuance of long-term debt | 440,000,000 | ||||
Payments on long-term debt | (262,653,996) | ||||
Shares repurchased under Incentive Plan and ESPP | 1,839,847 | 2,520,320 | |||
Treasury shares repurchased | (1,145,348) | ||||
Distributions to Members | (385,906) | ||||
Payment of loan costs | (13,247,617) | ||||
Payment of contingent consideration liability up to acquisition-date fair value | (3,851,214) | ||||
Net cash (used in) provided by financing activities | (7,222,315) | 303,676,428 | |||
Increase in cash, cash equivalents and restricted cash | 3,188,856 | 34,034,139 | |||
Cash, cash equivalents and restricted cash at beginning of period | 76,339,926 | 106,504,734 | $ 106,504,734 | ||
Cash, cash equivalents and restricted cash at end of period | $ 79,528,782 | $ 140,538,873 | 79,528,782 | 140,538,873 | $ 76,339,926 |
Cash paid during the year for: | |||||
Interest | $ 628,413 | 802,060 | |||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Acquisition in exchange for contingent consideration | 500,000 | ||||
Class A Common Stock | |||||
Cash flows from financing activities | |||||
Public issuance of Class A Common Stock | 142,098,361 | ||||
CPS | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | 1,510,778 | ||||
Billing Tree | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (269,825,725) | ||||
Kontrol | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | $ (7,471,194) |
Organizational Structure and Co
Organizational Structure and Corporate Information | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organizational Structure and Corporate Information | 1. Organizational Structure and Corporate Information Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”). Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. The Company is headquartered in Atlanta, Georgia. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Consolidated Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation and its (i) wholly owned subsidiary, BT Intermediate, LLC, and (ii) majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC ' s wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC (“MPI”), Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC , Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Financial Statement Presentation The accompanying interim consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. Correction of Immaterial Error in Previously Issued Financial Statements During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company identified an error in the presentation of the reclassification of net unrealized loss on cash flow hedges to other loss and its related tax expenses within the Consolidated Statements of Comprehensive Income in previous reporting periods beginning the three months ended March 31, 2021, which resulted in a decrease of Comprehensive loss attributable to the Company from ($ 28.1 ) million to ($ 21.6 ) million for the six months ended June 30, 2021. Comprehensive loss attributable to the Company for the three months ended June 30, 2021 was not impacted. Net income (loss) for the three and six months ended June 30, 2021 and Total equity as of June 30, 2021 were not impacted. The Company assessed the materiality of the misstatement both quantitatively and qualitatively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, as well as SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s previously issued unaudited interim consolidated financial statements for the prior periods and that amendments of previously filed reports were not required. Recently Issued Accounting Pronouncements not yet Adopted Business Combinations In August 2021, the FASB issued Accounting Standards Update No. 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue (Topic 606) , and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. Amendments within ASU No. 2021-08 are required to be applied prospectively to business combinations occurring on or after the effective date of the amendments. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of revenue The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Direct relationships $ 63,845,312 $ 47,286,567 $ 127,483,070 $ 94,042,003 Indirect relationships 3,589,469 1,125,304 7,515,766 1,890,364 Total Revenue $ 67,434,781 $ 48,411,871 $ 134,998,836 $ 95,932,367 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings Per Share During the three and six months ended June 30, 2021, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”) would have been anti-dilutive. The following table summarizes net income (loss) attributable to the Company and the weighted average basic and diluted shares outstanding: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income (loss) before income tax expense $ 1,692,651 $ ( 17,467,369 ) $ 18,421,568 $ ( 41,390,315 ) Less: Net loss attributable to non-controlling interests ( 1,362,153 ) ( 1,080,798 ) ( 2,129,322 ) ( 3,268,070 ) Income tax (expense) benefit ( 3,045,392 ) 4,117,474 ( 6,887,934 ) 10,059,247 Net (loss) income attributable to the Company $ 9,412 $ ( 12,269,097 ) $ 13,662,956 $ ( 28,062,998 ) Weighted average shares of Class A common stock outstanding - basic 88,903,674 79,781,185 88,756,482 78,200,752 Add weighted average effect of dilutive common stock equivalent shares: Post-Merger Repay Units exchangeable for Class A common stock 7,883,048 7,883,048 Unvested restricted share awards of Class A common stock 3,365,729 3,130,785 Outstanding ESPP purchase rights for Class A common stock 2,876 1,438 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 Weighted average shares of Class A common stock outstanding - diluted 113,250,564 112,866,991 Income (loss) per share of Class A common stock outstanding - basic $ 0.00 $ ( 0.15 ) $ 0.15 $ ( 0.36 ) Income (loss) per share of Class A common stock outstanding - diluted $ 0.00 $ ( 0.15 ) $ 0.12 $ ( 0.36 ) For the three and six months ended June 30, 2021, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Post-Merger Repay Units exchangeable for Class A common stock 7,933,893 7,933,893 Unvested restricted share awards of Class A common stock 2,860,945 2,860,945 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 Share equivalents excluded from earnings (loss) per share 23,890,076 23,890,076 Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combinations BillingTree On June 15, 2021, the Company acquired BT Intermediate, LLC (together with its subsidiaries, “BillingTree”). Under the terms of the agreement and plan of merger between BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the owner of BT Intermediate, LLC (“BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 505.8 million , consisting of approximately $ 277.5 million in cash and approximately 10 million shares of Class A common stock. The BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former owner of BillingTree, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the purchase consideration paid to the seller of BillingTree: Cash consideration $ 277,521,139 Class A common stock issued 228,250,000 Total purchase price $ 505,771,139 The Company recorded an allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date. The purchase price allocation is as follows: Cash and cash equivalents $ 8,243,569 Accounts receivable 4,627,240 Prepaid expenses and other current assets 1,601,854 Total current assets 14,472,663 Property, plant and equipment, net 541,244 Restricted cash 274,954 Other assets 1,782,488 Identifiable intangible assets 236,810,000 Total identifiable assets acquired 253,881,349 Accounts payable ( 2,552,251 ) Accrued expenses and other liabilities ( 6,982,918 ) Deferred tax liability ( 36,095,307 ) Net identifiable assets acquired 208,250,873 Goodwill 297,520,266 Total purchase price $ 505,771,139 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.3 2 Trade names 7.8 Indefinite Developed technology 26.2 3 Merchant relationships 202.5 10 $ 236.8 Goodwill of $ 297.5 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $ 66.5 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of BillingTree. Kontrol On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”). Under the terms of the asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration paid at closing by the Company was up to $ 10.5 million in cash, of which $ 7.4 million was paid at closing. The Kontrol Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owner of Kontrol, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the purchase consideration paid to the owner of Kontrol: Cash consideration $ 7,439,373 Contingent consideration (1) 500,000 Total purchase price $ 7,939,373 (1) Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $ 3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of June 30, 2022, the fair value of the Kontrol earnout was $ 0.1 million, which resulted in a ($ 0.2 ) million and ($ 0.8 ) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. The Company recorded an allocation of the purchase price to Kontrol’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 22, 2021 closing date. The purchase price allocation is as follows: Accounts receivable $ 67,510 Prepaid expenses and other current assets 5,572 Total current assets 73,082 Identifiable intangible assets 6,940,000 Total identifiable assets acquired 7,013,082 Accounts payable ( 664,932 ) Net identifiable assets acquired 6,348,150 Goodwill 1,591,223 Total purchase price $ 7,939,373 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Trade names $ 0.0 Indefinite Merchant relationships 6.9 8 $ 6.9 Goodwill of $ 1.6 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $ 1.1 million on a gross basis is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Kontrol. Payix On December 29, 2021, the Company acquired Payix Holdings Incorporated (together with its subsidiary, “Payix”). Under the terms of the merger agreement with Payix (“Payix Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 95.6 million in cash. In addition to the closing consideration, the Payix Purchase Agreement contains a performance-based earnout (the “Payix Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Payix of up to $ 20.0 million. The Payix acquisition was financed with cash on hand and available revolver capacity. The Payix Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Payix, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the sellers of Payix: Cash consideration $ 95,627,972 Contingent consideration (1) 2,850,000 Total purchase price $ 98,477,972 (1) Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contin gent earnout right to receive a payment of up to $ 20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of June 30, 2022, the fair value of the Payix earnout was $ 0 , which resulted in a ($ 0.5 ) million and ($ 2.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. The Company recorded a preliminary allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 702,575 Accounts receivable 1,715,292 Prepaid expenses and other current assets 93,891 Total current assets 2,511,758 Property, plant and equipment, net 83,449 Restricted cash 27,177 Other assets 655,588 Identifiable intangible assets 33,150,000 Total identifiable assets acquired 36,427,972 Accounts payable ( 214,195 ) Accrued expenses and other liabilities ( 2,022,846 ) Deferred tax liability ( 6,943,998 ) Net identifiable assets acquired 27,246,933 Goodwill 71,231,039 Total purchase price $ 98,477,972 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Trade names $ 0.3 Indefinite Developed technology 12.4 3 Merchant relationships 20.5 10 $ 33.2 Goodwill recognized of $ 71.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, no ne of which is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Payix. Measurement Period The preliminary purchase price allocation for the acquisition of Payix is based on initial estimates and provisional amounts. The Company continues to refine its inputs and estimates inherent in the valuation of intangible assets, deferred income taxes, property and equipment and the accuracy and completeness of liabilities within the measurement period. Transaction Expenses The Company incurred transaction expenses of $ 1.8 million and $ 4.3 million for the three and six months ended June 30, 2022, respectively, related to the acquisitions of BillingTree, Kontrol, and Payix. The Company incurred transaction expenses of $ 2.7 million and $ 3.7 million for the three and six months ended June 30, 2021, respectively, related to the acquisitions of Ventanex, cPayPlus and CPS Payment Services, LLC (together with its affiliated companies, “CPS”), BillingTree, and Kontrol. Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the BillingTree, Kontrol, and Payix acquisitions as if the transactions had occurred on January 1, 2021. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended June 30, Pro Forma Six Months Ended June 30, 2022 2021 2022 2021 Revenue $ 67,434,781 $ 62,338,919 $ 134,998,836 $ 127,593,664 Net income (loss) ( 1,352,741 ) ( 18,153,420 ) 11,533,634 ( 30,120,131 ) Net loss attributable to non-controlling interests ( 1,362,153 ) ( 1,506,344 ) ( 2,129,322 ) ( 3,158,881 ) Net income (loss) attributable to the Company 9,412 ( 16,647,076 ) 13,662,956 ( 26,961,250 ) Income (loss) per Class A share - basic $ 0.00 $ ( 0.21 ) $ 0.15 $ ( 0.34 ) Income (loss) per Class A share - diluted $ 0.00 $ ( 0.21 ) $ 0.12 $ ( 0.34 ) |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 6. Fair Value The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Other assets $ — $ 2,499,996 $ — $ 2,499,996 Total assets $ — $ 2,499,996 $ — $ 2,499,996 Liabilities: Contingent consideration $ — $ — $ 350,000 $ 350,000 Borrowings — 449,896,069 — 449,896,069 Tax receivable agreement — — 201,923,607 201,923,607 Total liabilities $ — $ 449,896,069 $ 202,273,607 $ 652,169,676 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Other assets $ — $ 2,499,996 $ — $ 2,499,996 Total assets $ — $ 2,499,996 $ — $ 2,499,996 Liabilities: Contingent consideration $ — $ — $ 17,046,840 $ 17,046,840 Borrowings — 448,484,696 — 448,484,696 Tax receivable agreement — — 245,828,419 245,828,419 Total liabilities $ — $ 448,484,696 $ 262,875,259 $ 711,359,955 Other assets Other assets contain a minority equity investment in a privately-held company. The Company elected a measurement alternative for measuring this investment, in which the carrying amount is adjusted based on any observable price changes in orderly transactions. The investment is classified as Level 2 as observable adjustments to value are infrequent and occur in an inactive market. Contingent consideration Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired businesses within Related party payable in the Consolidated Balance Sheets. To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820, Fair Value Measurement (“ASC 820”). The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations (“ASC 805”). The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range o f 8.2 % to 8.2 % and weighted average of 8.20 % was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Six Months Ended June 30, 2022 2021 Balance at beginning of period $ 17,046,840 $ 15,800,000 Purchases — 1,500,000 Payments ( 12,746,840 ) ( 948,786 ) Valuation adjustment ( 3,950,000 ) 1,448,786 Balance at end of period $ 350,000 $ 17,800,000 Borrowings The carrying value of the 2026 Notes, revolving credit facility and term loan is net of unamortized debt discount and debt issuance costs. The carrying amount of the Company’s borrowings approximates fair value because interest rates on these instruments approximate market interest rates. The fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates are generally observable and do not contain a high level of subjectivity. See Note 10 for further discussion on borrowings. Tax Receivable Agreement Upon the completion of the Business Combination, the Company entered into the Tax Receivable Agreement (the “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805. The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 4.62 % was applied to the forecasted TRA payments at June 30, 2022 , in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance was adjusted by $ 44.1 million through accretion expense and a valuation adjustment, related to an increase in the discount rate, which was 1.58 % as of December 31, 2021. The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA. Six Months Ended June 30, 2022 2021 Balance at beginning of period $ 245,828,419 $ 229,228,105 Purchases 165,223 2,424,107 Accretion expense 2,656,847 1,522,939 Valuation adjustment ( 46,726,882 ) 1,789,511 Balance at end of period $ 201,923,607 $ 234,964,662 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: June 30, December 31, 2022 2021 Furniture, fixtures, and office equipment $ 3,362,839 $ 2,763,380 Computers 4,468,782 3,408,336 Leasehold improvements 523,732 430,894 Total 8,355,353 6,602,610 Less: Accumulated depreciation and amortization 3,841,476 2,801,411 $ 4,513,877 $ 3,801,199 Depreciation expense for property and equipment was $ 0.6 million and $ 1.1 million for the three and six months ended June 30, 2022 , respectively. Depreciation expense for property and equipment was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2021 , respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The Company holds definite and indefinite-lived intangible assets. As of June 30, 2022 and December 31, 2021 , the indefinite-lived intangible assets consist of five trade names, arising from the acquisitions of Hawk Parent, MPI, BillingTree, Kontrol and Payix. Intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Client relationships $ 539,850,000 $ 110,214,370 $ 429,635,630 7.90 Channel relationships 13,490,000 2,363,602 11,126,398 8.25 Software costs 177,842,473 111,707,683 66,134,790 0.99 Non-compete agreements 4,580,000 3,820,589 759,411 0.71 Trade name 28,140,000 — 28,140,000 — Balance as of June 30, 2022 $ 763,902,473 $ 228,106,244 $ 535,796,229 6.19 Customer relationships $ 539,850,000 $ 83,014,231 $ 456,835,769 8.40 Channel relationships 12,550,000 1,146,935 11,403,065 8.65 Software costs 163,957,560 83,162,612 80,794,948 1.48 Non-compete agreements 4,580,000 4,059,880 520,120 0.88 Trade name 28,140,000 — 28,140,000 — Balance as of December 31, 2021 $ 749,077,560 $ 171,383,658 $ 577,693,902 6.79 The Company’s amortization expense for intangible assets was $ 28.6 million and $ 56.7 million for the three and six months ended June 30, 2022 , respectively. The Company’s amortization expense for intangible assets was $ 19.1 million and $ 36.6 million for the three and six months ended June 30, 2021, respectively. The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2022 $ 35,146,776 2023 64,956,890 2024 50,937,239 2025 35,462,081 2026 34,365,944 Thereafter 286,787,299 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following table presents changes to goodwill for the six months ended June 30, 2022. Total Balance at December 31, 2021 $ 824,081,632 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment 3,720,371 Balance at June 30, 2022 $ 827,802,003 During the six months ended June 30, 2022 , the Company recognized a $ 3.7 million measurement period adjustment in accordance with the BillingTree acquisition, primarily related to a $ 4.7 million increase in deferred tax liability as a result of the finalization of the tax basis balance sheet. An increase in accounts receivable of $ 1.0 million was also recognized related to updated collection information on the acquired receivables. The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other (“ASC 350”), only one reporting unit that needs to be tested for goodwill impairment. Accordingly, goodwill was reviewed for impairment at the consolidated entity level. The Company concluded that goodwill was no t impaired as of June 30, 2022. As of June 30, 2022 and December 31, 2021 , there were no accumulated impairment losses on the Company’s goodwill. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. Borrowings Successor Credit Agreement The Company entered into a Revolving Credit and Term Loan Agreement (as the “Successor Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate (the “Delayed Draw Term Loan”). The Successor Credit Agreement provided for an aggregate revolving commitment of $ 20.0 million at a variable interest rate. On February 10, 2020, as part of the financing for the acquisition of Ventanex, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize the Successor Credit Agreement from $ 230.0 million to $ 346.0 million. The Successor Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement. On January 20, 2021, the Company used a portion of the proceeds from the 2026 Notes to prepay in full the entire amount of the outstanding Term Loans under the Successor Credit Agreement. The Company also terminated in full all outstanding Delayed Draw Term Loan commitments under the Successor Credit Agreement. Amended Credit Agreement On February 3, 2021, the Company announced the closing of a new undrawn $ 125.0 million senior secured revolving credit facility through Truist Bank (the “Amended Credit Agreement”). The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn $ 30.0 million Revolving Credit Facility. On December 29, 2021, the Company increased its existing senior secured credit facility by $ 60.0 million to provide for a $ 185.0 million revolving credit facility in favor of Hawk Parent pursuant to an amendment to the Amended Credit Agreement. The revolving credit facility is guaranteed by Repay Holdings Corporation and certain of its subsidiaries. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at June 30, 2022. As of June 30, 2022, the Company had $ 20.0 million drawn against the revolving credit facility at a variable interest rate of 2.25 % plus 1-month LIBOR due 2026. The Company pai d $ 0.1 million and $ 0.3 million in fees related to unused commitments for the three and six months ended June 30, 2022 , respectively. The Company paid $ 0.1 million and $ 0.2 million in fees related to unused commitments for the three and six months ended June 30, 2021, respectively. The Company’s interest expense on the revolving credit facility tota led $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2022 , respectively. The Company’s interest expense on the line of credit totaled $ 0 for both the three and six months ended June 30, 2021. Convertible Senior Debt On January 19, 2021, the Company issued $ 440.0 million in aggregate principal amount of 0.00 % Convertible Senior Notes due 2026 in a private placement. The conversion rate of any 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 33.60 per share of Class A common stock). Upon conversion of the 2026 Notes, the Company may choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes will mature on February 1, 2026 , unless earlier converted, repurchased or redeemed. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs. During the six months ended June 30, 2022, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. The shares issuable upon conversion of the 2026 Notes were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive. The following table summarized the total borrowings under the Amended Credit Agreement and 2026 Notes: June 30, 2022 December 31, 2021 Non-current indebtedness: Revolving Credit Facility (1) $ 20,000,000 $ 20,000,000 Convertible Senior Debt 440,000,000 440,000,000 Total borrowings under credit facility and convertible senior debt 460,000,000 460,000,000 Less: Long-term loan debt issuance cost (2) 10,103,931 11,515,304 Total non-current borrowings $ 449,896,069 $ 448,484,696 (1) The revolving credit facility bears interest at variable rates, which were 3.92 % and 2.35 % as of June 30, 2022 and December 31, 2021 , respectively. (2) The Company incurr ed $ 0.7 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2022 , respectively. The Company incurred $ 2.5 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2021. The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: 2022 $ — 2023 — 2024 — 2025 — 2026 460,000,000 $ 460,000,000 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 11. Derivative Instruments The Company does not hold or use derivative instruments for trading purposes. Derivative Instruments Designated as Hedges Interest rate fluctuations expose the Company’s variable-rate term loan to changes in interest expense and cash flows. As part of its risk management strategy, the Company may use interest rate derivatives, such as interest rate swaps, to manage its exposure to interest rate movements. In October 2019, the Company entered into a $ 140.0 million notional, five-year interest rate swap agreement, with Regions Bank, to hedge changes in cash flows attributable to interest rate risk on $ 140.0 million of its variable-rate term loan. This agreement involves the receipt of variable-rate amounts in exchange for fixed interest rate payments over the life of the agreement without an exchange of the underlying notional amount. This interest rate swap was designated for accounting purposes as a cash flow hedge. As such, changes in the interest rate swap’s fair value are deferred in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and are subsequently reclassified into interest expense in each period that a hedged interest payment is made on the Company’s variable-rate term loan. On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date, the Company made fixed payments on a beginning notional amount of $ 30.0 million, then a revised notional amount of $ 65.0 million beginning on September 30, 2020. On a quarterly basis, commencing on February 21, 2020 up to and including the termination date, the counterparty made floating rate payments based on the 3-month LIBOR on the beginning notional amount of $ 30.0 million, then a revised notional amount of $ 65.0 million beginning on September 30, 2020. Both interest rate swaps were settled in January 2021, with a realized loss of $ 6.4 million, net of taxes of $ 1.7 million reclassified from Accumulated other comprehensive loss into Other loss in the Consolidated Statements of Operations for the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Legal Matters The Company is a party to various claims and lawsuits incidental to its business. In the Company’s opinion, the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, are not expected to have a material adverse effect on its financial position, liquidity, results of operations or cash flows. Leases The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. The Company’s leases typically have lease terms between three years and ten years , with the longest lease term having an expiration date in 2029 . Most of these leases include one or more renewal options for six years or less , and certain leases also include lessee termination options . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use (“ROU”) asset and lease liability. The components of lease cost are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Components of total lease costs: Operating lease cost $ 678,528 $ 555,384 $ 1,368,334 $ 1,096,023 Short-term lease cost 21,900 15,841 33,907 27,241 Variable lease cost — — — — Total lease cost $ 700,428 $ 571,225 $ 1,402,241 $ 1,123,264 Amounts reported in the Consolidated Balance Sheets were as follows: June 30, 2022 December 31, 2021 Operating leases: ROU assets $ 11,327,015 $ 10,499,751 Lease liability, current 2,206,808 1,990,416 Lease liability, long-term 9,765,876 9,090,867 Total lease liabilities $ 11,972,684 $ 11,081,283 Weighted-average remaining lease term (in years) 4.5 5.2 Weighted-average discount rate (annualized) 4.5 % 4.3 % Other information related to leases are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 684,020 $ 472,705 1,328,746 $ 931,353 ROU assets obtained in exchange for lease liabilities: Operating leases 979,720 — 2,511,409 — The following table presents a maturity analysis of the Company’s operating leases liabilities as of June 30, 2022: 2022 $ 1,299,115 2023 2,773,614 2024 2,591,509 2025 2,420,774 2026 2,324,416 Thereafter 2,009,075 Total undiscounted lease payments 13,418,503 Less: Imputed interest 1,445,819 Total lease liabilities $ 11,972,684 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Related party payables consisted of the following: June 30, December 31, 2022 2021 Ventanex accrued earnout liability $ — $ 12,746,840 CPS accrued earnout liability 250,000 600,000 Kontrol accrued earnout liability 100,000 850,000 Payix accrued earnout liability — 2,850,000 Other payables to related parties 424,543 347,285 $ 774,543 $ 17,394,125 The Company incurred transaction costs on behalf of related parties of $ 2.7 million and $ 5.9 million for the three and six months ended June 30, 2022 , respectively. The Company incurred transaction costs on behalf of related parties of $ 1.7 million and $ 2.9 million for the three and six months ended June 30, 2021, respectively. These costs consist of retention bonuses and other compensation to employees, associated with the costs resulting from the integration of new businesses. The Company held receivables from related parties of $ 0.3 million as of both June 30, 2022 and December 31, 2021 . These amounts were due from employees, related to tax withholding on vesting of equity compensation. See Note 14. Share Based Compensation for more detail on these restricted share awards. Further, the Company owed employees $ 0.0 million for amounts paid on behalf of the Company as of both June 30, 2022 and December 31, 2021. The Company owed $ 0.8 million and $ 17.4 million to related parties, in the form of contingent consideration payable to the sellers of CPS, Kontrol and Payix, who were employees of REPAY, as of June 30, 2022 and December 31, 2021 , respectively. In April 2022, the Company paid the Ventanex earnout payment of $ 12.7 million. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | 14. Share Based Compensation Omnibus Incentive Plan At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve a total of 13,826,728 shares of Class A common stock for issuance thereunder. Under this plan, the Company currently has three types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). The following table summarized share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2022 2021 2022 2021 Share-based compensation expense $ 5.9 $ 5.5 $ 9.0 $ 10.7 Income tax benefit 1.0 0.5 2.2 2.1 Activities for RSAs for the six months ended June 30, 2022 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,971,245 $ 17.80 Granted 1,091,759 15.78 Forfeited (1)(2) 199,309 17.84 Vested 393,494 15.89 Unvested at June 30, 2022 2,470,201 $ 17.17 Activities for RSUs for the six months ended June 30, 2022 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 46,026 $ 22.16 Granted 108,909 13.22 Forfeited — — Vested 46,026 22.16 Unvested at June 30, 2022 108,909 $ 13.22 Activities for PSUs for the six months ended June 30, 2022 are as follows: Class A Common Stock (3) Weighted Average Grant Date Fair Value Unvested at December 31, 2021 498,363 $ 20.16 Granted 390,227 16.72 Forfeited — — Vested — — Unvested at June 30, 2022 888,590 $ 18.65 (1) The forfeited shares include employee terminations during the six months ended June 30, 2022 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (2) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (3) Represent shares to be paid out at target level. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $ 34.7 million at June 30, 2022 , which is expected to be recognized as expense over the weighted-average period of 2.65 years. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $ 29.9 million at June 30, 2021 , which is expected to be recognized as expense over the weighted-average period of 2.74 years. Employee Stock Purchase Plan On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to purchase shares of our Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long. |
Taxation
Taxation | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxation | 15. Taxation Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income. The Company’s effective tax rate was 181 % and 37.4 % f or the three and six months ended June 30, 2022, respectively. The Company recorded an income tax expense of $ 3.0 million and $ 6.9 million for the three and six months ended June 30, 2022 , respectively. The effective tax rate for the three and six months ended June 30, 2022 includes a stock-based compensation adjustments excess tax shortfall related to restricted stock awards vesting, which is required to be recorded discretely in the interim period in which it occurs. The effective tax rate of the Company differs from the federal statutory rate of 21 % primarily due to the tax structure of the Company, the relative weighting of the noncontrolling interest, and lower income from operations over the current relevant period. The Company’s effective tax rate was 23.6 % and 24.3 % for the three and six months ended June 30, 2021 , respectively. The Company recorded an income tax benefit of $ 4.1 million and $ 10.1 million for the three and six months ended June 30, 2021, respectively. The effective tax rate is dependent on many factors, including the estimated amount of income subject to income tax. As such, the effective tax rate can vary from period to period. The Company recognized $ 3.0 million and $ 6.9 million for the three and six months ended June 30, 2022 , respectively, of deferred tax assets related to the income tax expense derived from the net operating income generated over the same period. The Company recognized $ 4.1 million and $ 10.1 million for the three and six months ended June 30, 2021, respectively, of deferred tax assets related to the income tax benefit derived from the net operating loss over the same period. Deferred tax assets, net of $ 133.8 million as of June 30, 2022, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent purchase of Post-Merger Repay Units by the Company pursuant to the Unit Purchase Agreements entered into in 2020 with CC Payment Holdings, LLC, an entity controlled by Corsair, and the subsequent exchanges of Post-Merger Repay Units for shares of the Company’s Class A common stock in accordance with the Exchange Agreement. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability n et of $ 36.1 million, a s adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date. The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the six months ended June 30, 2022, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a 100 % valuation allowance was recognized. No uncertain tax positions existed as of June 30, 2022. Tax Receivable Agreement Liability Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100 % of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in its share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from its acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. As of June 30, 2022, the Company had a liability of $ 201.9 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Consolidated Balance Sheet. The decrease of $ 43.9 million in the TRA liability for the six months ended June 30, 2022, was primarily a result of the change in the Early Termination Rate. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial statements. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Consolidated Financial Statements | Unaudited Interim Consolidated Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation and its (i) wholly owned subsidiary, BT Intermediate, LLC, and (ii) majority-owned subsidiary, Hawk Parent Holdings LLC, along with Hawk Parent Holdings LLC ' s wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Services LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC, Marlin Acquirer, LLC, REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD (“Ventanex”), Viking GP Holdings, LLC, cPayPlus, LLC (“cPayPlus”), CPS Payment Services, LLC, Media Payments, LLC (“MPI”), Custom Payment Systems, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC, Harbor Acquisition LLC , Payix Holdings Incorporated and Payix Incorporated. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying interim consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. |
Correction of Immaterial Error in Previously Issued Financial Statements | Correction of Immaterial Error in Previously Issued Financial Statements During the preparation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company identified an error in the presentation of the reclassification of net unrealized loss on cash flow hedges to other loss and its related tax expenses within the Consolidated Statements of Comprehensive Income in previous reporting periods beginning the three months ended March 31, 2021, which resulted in a decrease of Comprehensive loss attributable to the Company from ($ 28.1 ) million to ($ 21.6 ) million for the six months ended June 30, 2021. Comprehensive loss attributable to the Company for the three months ended June 30, 2021 was not impacted. Net income (loss) for the three and six months ended June 30, 2021 and Total equity as of June 30, 2021 were not impacted. The Company assessed the materiality of the misstatement both quantitatively and qualitatively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, as well as SEC Staff Accounting Bulletins No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the misstatement was not material to the Company’s previously issued unaudited interim consolidated financial statements for the prior periods and that amendments of previously filed reports were not required. |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements not yet Adopted Business Combinations In August 2021, the FASB issued Accounting Standards Update No. 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue (Topic 606) , and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. Amendments within ASU No. 2021-08 are required to be applied prospectively to business combinations occurring on or after the effective date of the amendments. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Direct relationships $ 63,845,312 $ 47,286,567 $ 127,483,070 $ 94,042,003 Indirect relationships 3,589,469 1,125,304 7,515,766 1,890,364 Total Revenue $ 67,434,781 $ 48,411,871 $ 134,998,836 $ 95,932,367 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Net Income (Loss) and Weighted Average Basic and Diluted Shares Outstanding | The following table summarizes net income (loss) attributable to the Company and the weighted average basic and diluted shares outstanding: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income (loss) before income tax expense $ 1,692,651 $ ( 17,467,369 ) $ 18,421,568 $ ( 41,390,315 ) Less: Net loss attributable to non-controlling interests ( 1,362,153 ) ( 1,080,798 ) ( 2,129,322 ) ( 3,268,070 ) Income tax (expense) benefit ( 3,045,392 ) 4,117,474 ( 6,887,934 ) 10,059,247 Net (loss) income attributable to the Company $ 9,412 $ ( 12,269,097 ) $ 13,662,956 $ ( 28,062,998 ) Weighted average shares of Class A common stock outstanding - basic 88,903,674 79,781,185 88,756,482 78,200,752 Add weighted average effect of dilutive common stock equivalent shares: Post-Merger Repay Units exchangeable for Class A common stock 7,883,048 7,883,048 Unvested restricted share awards of Class A common stock 3,365,729 3,130,785 Outstanding ESPP purchase rights for Class A common stock 2,876 1,438 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 Weighted average shares of Class A common stock outstanding - diluted 113,250,564 112,866,991 Income (loss) per share of Class A common stock outstanding - basic $ 0.00 $ ( 0.15 ) $ 0.15 $ ( 0.36 ) Income (loss) per share of Class A common stock outstanding - diluted $ 0.00 $ ( 0.15 ) $ 0.12 $ ( 0.36 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the three and six months ended June 30, 2021, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2021 Post-Merger Repay Units exchangeable for Class A common stock 7,933,893 7,933,893 Unvested restricted share awards of Class A common stock 2,860,945 2,860,945 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 Share equivalents excluded from earnings (loss) per share 23,890,076 23,890,076 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Pro Forma Financial Information | The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the BillingTree, Kontrol, and Payix acquisitions as if the transactions had occurred on January 1, 2021. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended June 30, Pro Forma Six Months Ended June 30, 2022 2021 2022 2021 Revenue $ 67,434,781 $ 62,338,919 $ 134,998,836 $ 127,593,664 Net income (loss) ( 1,352,741 ) ( 18,153,420 ) 11,533,634 ( 30,120,131 ) Net loss attributable to non-controlling interests ( 1,362,153 ) ( 1,506,344 ) ( 2,129,322 ) ( 3,158,881 ) Net income (loss) attributable to the Company 9,412 ( 16,647,076 ) 13,662,956 ( 26,961,250 ) Income (loss) per Class A share - basic $ 0.00 $ ( 0.21 ) $ 0.15 $ ( 0.34 ) Income (loss) per Class A share - diluted $ 0.00 $ ( 0.21 ) $ 0.12 $ ( 0.34 ) |
Billing Tree | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the seller of BillingTree: Cash consideration $ 277,521,139 Class A common stock issued 228,250,000 Total purchase price $ 505,771,139 |
Summary of Preliminary and Final Purchase Allocation | The Company recorded an allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date. The purchase price allocation is as follows: Cash and cash equivalents $ 8,243,569 Accounts receivable 4,627,240 Prepaid expenses and other current assets 1,601,854 Total current assets 14,472,663 Property, plant and equipment, net 541,244 Restricted cash 274,954 Other assets 1,782,488 Identifiable intangible assets 236,810,000 Total identifiable assets acquired 253,881,349 Accounts payable ( 2,552,251 ) Accrued expenses and other liabilities ( 6,982,918 ) Deferred tax liability ( 36,095,307 ) Net identifiable assets acquired 208,250,873 Goodwill 297,520,266 Total purchase price $ 505,771,139 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.3 2 Trade names 7.8 Indefinite Developed technology 26.2 3 Merchant relationships 202.5 10 $ 236.8 |
Kontrol | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the owner of Kontrol: Cash consideration $ 7,439,373 Contingent consideration (1) 500,000 Total purchase price $ 7,939,373 (1) Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $ 3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of June 30, 2022, the fair value of the Kontrol earnout was $ 0.1 million, which resulted in a ($ 0.2 ) million and ($ 0.8 ) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. |
Summary of Preliminary and Final Purchase Allocation | The purchase price allocation is as follows: Accounts receivable $ 67,510 Prepaid expenses and other current assets 5,572 Total current assets 73,082 Identifiable intangible assets 6,940,000 Total identifiable assets acquired 7,013,082 Accounts payable ( 664,932 ) Net identifiable assets acquired 6,348,150 Goodwill 1,591,223 Total purchase price $ 7,939,373 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Trade names $ 0.0 Indefinite Merchant relationships 6.9 8 $ 6.9 |
Payix | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the sellers of Payix: Cash consideration $ 95,627,972 Contingent consideration (1) 2,850,000 Total purchase price $ 98,477,972 (1) Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contin gent earnout right to receive a payment of up to $ 20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of June 30, 2022, the fair value of the Payix earnout was $ 0 , which resulted in a ($ 0.5 ) million and ($ 2.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. |
Summary of Preliminary and Final Purchase Allocation | The Company recorded a preliminary allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 702,575 Accounts receivable 1,715,292 Prepaid expenses and other current assets 93,891 Total current assets 2,511,758 Property, plant and equipment, net 83,449 Restricted cash 27,177 Other assets 655,588 Identifiable intangible assets 33,150,000 Total identifiable assets acquired 36,427,972 Accounts payable ( 214,195 ) Accrued expenses and other liabilities ( 2,022,846 ) Deferred tax liability ( 6,943,998 ) Net identifiable assets acquired 27,246,933 Goodwill 71,231,039 Total purchase price $ 98,477,972 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Trade names $ 0.3 Indefinite Developed technology 12.4 3 Merchant relationships 20.5 10 $ 33.2 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value | The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Other assets $ — $ 2,499,996 $ — $ 2,499,996 Total assets $ — $ 2,499,996 $ — $ 2,499,996 Liabilities: Contingent consideration $ — $ — $ 350,000 $ 350,000 Borrowings — 449,896,069 — 449,896,069 Tax receivable agreement — — 201,923,607 201,923,607 Total liabilities $ — $ 449,896,069 $ 202,273,607 $ 652,169,676 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Other assets $ — $ 2,499,996 $ — $ 2,499,996 Total assets $ — $ 2,499,996 $ — $ 2,499,996 Liabilities: Contingent consideration $ — $ — $ 17,046,840 $ 17,046,840 Borrowings — 448,484,696 — 448,484,696 Tax receivable agreement — — 245,828,419 245,828,419 Total liabilities $ — $ 448,484,696 $ 262,875,259 $ 711,359,955 |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Six Months Ended June 30, 2022 2021 Balance at beginning of period $ 17,046,840 $ 15,800,000 Purchases — 1,500,000 Payments ( 12,746,840 ) ( 948,786 ) Valuation adjustment ( 3,950,000 ) 1,448,786 Balance at end of period $ 350,000 $ 17,800,000 |
Tax Receivable Agreement | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA. Six Months Ended June 30, 2022 2021 Balance at beginning of period $ 245,828,419 $ 229,228,105 Purchases 165,223 2,424,107 Accretion expense 2,656,847 1,522,939 Valuation adjustment ( 46,726,882 ) 1,789,511 Balance at end of period $ 201,923,607 $ 234,964,662 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: June 30, December 31, 2022 2021 Furniture, fixtures, and office equipment $ 3,362,839 $ 2,763,380 Computers 4,468,782 3,408,336 Leasehold improvements 523,732 430,894 Total 8,355,353 6,602,610 Less: Accumulated depreciation and amortization 3,841,476 2,801,411 $ 4,513,877 $ 3,801,199 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Client relationships $ 539,850,000 $ 110,214,370 $ 429,635,630 7.90 Channel relationships 13,490,000 2,363,602 11,126,398 8.25 Software costs 177,842,473 111,707,683 66,134,790 0.99 Non-compete agreements 4,580,000 3,820,589 759,411 0.71 Trade name 28,140,000 — 28,140,000 — Balance as of June 30, 2022 $ 763,902,473 $ 228,106,244 $ 535,796,229 6.19 Customer relationships $ 539,850,000 $ 83,014,231 $ 456,835,769 8.40 Channel relationships 12,550,000 1,146,935 11,403,065 8.65 Software costs 163,957,560 83,162,612 80,794,948 1.48 Non-compete agreements 4,580,000 4,059,880 520,120 0.88 Trade name 28,140,000 — 28,140,000 — Balance as of December 31, 2021 $ 749,077,560 $ 171,383,658 $ 577,693,902 6.79 |
Schedule of Estimated Amortization Expense | The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2022 $ 35,146,776 2023 64,956,890 2024 50,937,239 2025 35,462,081 2026 34,365,944 Thereafter 286,787,299 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents changes to goodwill for the six months ended June 30, 2022. Total Balance at December 31, 2021 $ 824,081,632 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment 3,720,371 Balance at June 30, 2022 $ 827,802,003 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | The following table summarized the total borrowings under the Amended Credit Agreement and 2026 Notes: June 30, 2022 December 31, 2021 Non-current indebtedness: Revolving Credit Facility (1) $ 20,000,000 $ 20,000,000 Convertible Senior Debt 440,000,000 440,000,000 Total borrowings under credit facility and convertible senior debt 460,000,000 460,000,000 Less: Long-term loan debt issuance cost (2) 10,103,931 11,515,304 Total non-current borrowings $ 449,896,069 $ 448,484,696 (1) The revolving credit facility bears interest at variable rates, which were 3.92 % and 2.35 % as of June 30, 2022 and December 31, 2021 , respectively. (2) The Company incurr ed $ 0.7 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2022 , respectively. The Company incurred $ 2.5 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2021. |
Summary of Principal Maturities of Long-term Debt | The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: 2022 $ — 2023 — 2024 — 2025 — 2026 460,000,000 $ 460,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Components of Lease Cost | The components of lease cost are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Components of total lease costs: Operating lease cost $ 678,528 $ 555,384 $ 1,368,334 $ 1,096,023 Short-term lease cost 21,900 15,841 33,907 27,241 Variable lease cost — — — — Total lease cost $ 700,428 $ 571,225 $ 1,402,241 $ 1,123,264 |
Schedule of Operating Lease and Supplemental Information | Amounts reported in the Consolidated Balance Sheets were as follows: June 30, 2022 December 31, 2021 Operating leases: ROU assets $ 11,327,015 $ 10,499,751 Lease liability, current 2,206,808 1,990,416 Lease liability, long-term 9,765,876 9,090,867 Total lease liabilities $ 11,972,684 $ 11,081,283 Weighted-average remaining lease term (in years) 4.5 5.2 Weighted-average discount rate (annualized) 4.5 % 4.3 % |
Summary of Other Information Related to Lease | Other information related to leases are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 684,020 $ 472,705 1,328,746 $ 931,353 ROU assets obtained in exchange for lease liabilities: Operating leases 979,720 — 2,511,409 — |
Schedule of Maturity Analysis of the Company's Operating Leases Liabilities | The following table presents a maturity analysis of the Company’s operating leases liabilities as of June 30, 2022: 2022 $ 1,299,115 2023 2,773,614 2024 2,591,509 2025 2,420,774 2026 2,324,416 Thereafter 2,009,075 Total undiscounted lease payments 13,418,503 Less: Imputed interest 1,445,819 Total lease liabilities $ 11,972,684 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following: June 30, December 31, 2022 2021 Ventanex accrued earnout liability $ — $ 12,746,840 CPS accrued earnout liability 250,000 600,000 Kontrol accrued earnout liability 100,000 850,000 Payix accrued earnout liability — 2,850,000 Other payables to related parties 424,543 347,285 $ 774,543 $ 17,394,125 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share Based Compensation Expense and Related Income Tax Benefit | The following table summarized share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards: Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2022 2021 2022 2021 Share-based compensation expense $ 5.9 $ 5.5 $ 9.0 $ 10.7 Income tax benefit 1.0 0.5 2.2 2.1 |
Schedule of Outstanding Performance Stock Units Activity, Restricted Stock Awards and Restricted Stock Units | Activities for RSAs for the six months ended June 30, 2022 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,971,245 $ 17.80 Granted 1,091,759 15.78 Forfeited (1)(2) 199,309 17.84 Vested 393,494 15.89 Unvested at June 30, 2022 2,470,201 $ 17.17 Activities for RSUs for the six months ended June 30, 2022 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 46,026 $ 22.16 Granted 108,909 13.22 Forfeited — — Vested 46,026 22.16 Unvested at June 30, 2022 108,909 $ 13.22 Activities for PSUs for the six months ended June 30, 2022 are as follows: Class A Common Stock (3) Weighted Average Grant Date Fair Value Unvested at December 31, 2021 498,363 $ 20.16 Granted 390,227 16.72 Forfeited — — Vested — — Unvested at June 30, 2022 888,590 $ 18.65 (1) The forfeited shares include employee terminations during the six months ended June 30, 2022 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (2) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (3) Represent shares to be paid out at target level. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Decrease of comprehensive loss attributable to the company | $ 9,412 | $ (12,269,097) | $ 13,662,956 | $ (21,626,235) |
Revision of Prior Period, Error Correction, Adjustment | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Decrease of comprehensive loss attributable to the company | $ (28,100,000) |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Total Revenue | $ 67,434,781 | $ 48,411,871 | $ 134,998,836 | $ 95,932,367 |
Direct Relationships | ||||
Revenue | ||||
Total Revenue | 63,845,312 | 47,286,567 | 127,483,070 | 94,042,003 |
Indirect Relationship | ||||
Revenue | ||||
Total Revenue | $ 3,589,469 | $ 1,125,304 | $ 7,515,766 | $ 1,890,364 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Net Income (Loss) and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income (loss) before income tax expense | $ 1,692,651 | $ (17,467,369) | $ 18,421,568 | $ (41,390,315) |
Less: Net loss attributable to non-controlling interests | (1,362,153) | (1,080,798) | (2,129,322) | (3,268,070) |
Income tax (expense) benefit | (3,045,392) | 4,117,474 | (6,887,934) | 10,059,247 |
Net income (loss) attributable to the Company | $ 9,412 | $ (12,269,097) | $ 13,662,956 | $ (28,062,998) |
Basic | 88,903,674 | 79,781,185 | 88,756,482 | 78,200,752 |
Add dilutive common stock equivalent shares: | ||||
Weighted average shares of Class A common stock outstanding - diluted | 113,250,564 | 79,781,185 | 112,866,991 | 78,200,752 |
Basic | $ 0 | $ (0.15) | $ 0.15 | $ (0.36) |
Diluted | $ 0 | $ (0.15) | $ 0.12 | $ (0.36) |
Class A Common Stock | ||||
Basic | 88,903,674 | 79,781,185 | 88,756,482 | 78,200,752 |
Add dilutive common stock equivalent shares: | ||||
Post-Merger Repay Units exchangeable for Class A common stock | 7,883,048 | 7,883,048 | ||
Unvested restricted share awards of Class A common stock | 3,365,729 | 3,130,785 | ||
Outstanding ESPP purchase rights for Class A common stock | 2,876 | 1,438 | ||
2026 Notes convertible into Class A common stock | 13,095,238 | 13,095,238 | ||
Weighted average shares of Class A common stock outstanding - diluted | 113,250,564 | 112,866,991 | ||
Basic | $ 0 | $ (0.15) | $ 0.15 | $ (0.36) |
Diluted | $ 0 | $ (0.15) | $ 0.12 | $ (0.36) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 23,890,076 | 23,890,076 |
Class A Common Stock | Post-Merger Repay Units Exchangeable | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 7,933,893 | 7,933,893 |
Class A Common Stock | Unvested Restricted Share Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 2,860,945 | 2,860,945 |
Class A Common Stock | 2026 Notes Convertible | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 13,095,238 | 13,095,238 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Payments made to acquire business | $ 8,895,626 | |||||||
Goodwill | $ 827,802,003 | 827,802,003 | $ 824,081,632 | |||||
Billing Tree | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments made to acquire business | $ 505,771,139 | |||||||
Cash consideration | 277,521,139 | |||||||
Goodwill | 297,520,266 | |||||||
Goodwill expected to be deductible for tax purposes | 66,500,000 | |||||||
Transaction expenses related to the business combination | 1,800,000 | 4,300,000 | ||||||
Billing Tree | Class A Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, stock transaction | $ 10,000,000 | |||||||
Kontrol | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments made to acquire business | $ 7,939,373 | |||||||
Cash consideration | 7,439,373 | |||||||
Goodwill | 1,591,223 | |||||||
Goodwill expected to be deductible for tax purposes | 1,100,000 | |||||||
Contingent earn-out right to be received | 3,000,000 | |||||||
Transaction expenses related to the business combination | 1,800,000 | 4,300,000 | ||||||
Kontrol | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent earn-out right to be received | $ 10,500,000 | |||||||
Payix | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments made to acquire business | $ 98,477,972 | |||||||
Cash consideration | 95,627,972 | |||||||
Goodwill | 71,231,039 | |||||||
Goodwill expected to be deductible for tax purposes | 0 | |||||||
Contingent earn-out right to be received | 20,000,000 | |||||||
Transaction expenses related to the business combination | $ 1,800,000 | $ 4,300,000 | ||||||
Payix | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent earn-out right to be received | $ 20,000,000 | |||||||
Ventanex | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction expenses related to the business combination | $ 2,700,000 | $ 3,700,000 | ||||||
cPayPlus | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction expenses related to the business combination | 2,700,000 | 3,700,000 | ||||||
CPS Payment Services LLC and Media Payments, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction expenses related to the business combination | $ 2,700,000 | $ 3,700,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($) | 6 Months Ended | ||||
Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Jun. 30, 2022 | ||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 8,895,626 | ||||
Billing Tree | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 277,521,139 | ||||
Class A common stock issued | 228,250,000 | ||||
Total purchase price | $ 505,771,139 | ||||
Kontrol | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 7,439,373 | ||||
Total purchase price | 7,939,373 | ||||
Contingent consideration | [1] | $ 500,000 | |||
Payix | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 95,627,972 | ||||
Total purchase price | 98,477,972 | ||||
Contingent consideration | [2] | $ 2,850,000 | |||
[1] Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $ 3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of June 30, 2022, the fair value of the Kontrol earnout was $ 0.1 million, which resulted in a ($ 0.2 ) million and ($ 0.8 ) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contin gent earnout right to receive a payment of up to $ 20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of June 30, 2022, the fair value of the Payix earnout was $ 0 , which resulted in a ($ 0.5 ) million and ($ 2.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 , respectively. |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 29, 2021 | Jun. 22, 2021 | |
Kontrol | ||||
Business Acquisition [Line Items] | ||||
Contingent earn-out right to be received | $ 3,000,000 | |||
Earnout payment | $ 100,000 | |||
Adjustment included in change in fair value of contingent consideration | $ 200,000 | (800,000) | ||
Payix | ||||
Business Acquisition [Line Items] | ||||
Contingent earn-out right to be received | $ 20,000,000 | |||
Earnout payment | 0 | |||
Adjustment included in change in fair value of contingent consideration | $ (500,000) | $ (2,900,000) |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary and Final Purchase Allocation (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 827,802,003 | $ 824,081,632 | |||
Billing Tree | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 8,243,569 | ||||
Accounts receivable | 4,627,240 | ||||
Prepaid expenses and other current assets | 1,601,854 | ||||
Total current assets | 14,472,663 | ||||
Property, plant and equipment, net | 541,244 | ||||
Restricted cash | 274,954 | ||||
Other assets | 1,782,488 | ||||
Identifiable intangible assets | 236,810,000 | ||||
Total identifiable assets acquired | 253,881,349 | ||||
Accounts payable | (2,552,251) | ||||
Accrued expenses and other liabilities | (6,982,918) | ||||
Deferred tax liability | (36,095,307) | ||||
Net identifiable assets acquired | 208,250,873 | ||||
Goodwill | 297,520,266 | ||||
Total purchase price | $ 505,771,139 | ||||
Kontrol | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 67,510 | ||||
Prepaid expenses and other current assets | 5,572 | ||||
Total current assets | 73,082 | ||||
Identifiable intangible assets | 6,940,000 | ||||
Total identifiable assets acquired | 7,013,082 | ||||
Accounts payable | (664,932) | ||||
Net identifiable assets acquired | 6,348,150 | ||||
Goodwill | 1,591,223 | ||||
Total purchase price | $ 7,939,373 | ||||
Payix | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 702,575 | ||||
Accounts receivable | 1,715,292 | ||||
Prepaid expenses and other current assets | 93,891 | ||||
Total current assets | 2,511,758 | ||||
Property, plant and equipment, net | 83,449 | ||||
Restricted cash | 27,177 | ||||
Other assets | 655,588 | ||||
Identifiable intangible assets | 33,150,000 | ||||
Total identifiable assets acquired | 36,427,972 | ||||
Accounts payable | (214,195) | ||||
Accrued expenses and other liabilities | (2,022,846) | ||||
Deferred tax liability | (6,943,998) | ||||
Net identifiable assets acquired | 27,246,933 | ||||
Goodwill | 71,231,039 | ||||
Total purchase price | $ 98,477,972 |
Business Combinations - Summa_4
Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) | 6 Months Ended | |||
Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Jun. 30, 2022 | |
Billing Tree | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 236,810,000 | |||
Billing Tree | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 7,800,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
Billing Tree | Non-Complete Agreements | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 300,000 | |||
Identifiable intangible assets, useful life | 2 years | |||
Billing Tree | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 26,200,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
Billing Tree | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 202,500,000 | |||
Identifiable intangible assets, useful life | 10 years | |||
Kontrol | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 6,940,000 | |||
Kontrol | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 0 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
Kontrol | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 6,900,000 | |||
Identifiable intangible assets, useful life | 8 years | |||
Payix | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 33,150,000 | |||
Payix | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 300,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
Payix | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 12,400,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
Payix | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 20,500,000 | |||
Identifiable intangible assets, useful life | 10 years |
Business Combinations - Summa_5
Business Combinations - Summary of Pro Forma Financial Information (Details) - BillingTree, Kontrol, and Payix Acquisitions - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 67,434,781 | $ 62,338,919 | $ 134,998,836 | $ 127,593,664 |
Net income (loss) | 1,352,741 | (18,153,420) | 11,533,634 | (30,120,131) |
Net loss attributable to non-controlling interests | (1,362,153) | (1,506,344) | (2,129,322) | (3,158,881) |
Net income (loss) attributable to the Company | $ 9,412 | $ (16,647,076) | $ 13,662,956 | $ (26,961,250) |
Class A Share | ||||
Business Acquisition [Line Items] | ||||
Income (loss) per Class A share - basic | $ 0 | $ (0.21) | $ 0.15 | $ (0.34) |
Income (loss) per Class A share - diluted | $ 0 | $ (0.21) | $ 0.12 | $ (0.34) |
Fair Value - Summary of Carryin
Fair Value - Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Other assets | $ 2,499,996 | $ 2,499,996 |
Total assets | 2,499,996 | 2,499,996 |
Liabilities: | ||
Contingent consideration | 350,000 | 17,046,840 |
Borrowings | 449,896,069 | 448,484,696 |
Tax receivable agreement | 201,923,607 | 245,828,419 |
Total liabilities | 652,169,676 | 711,359,955 |
Level 2 | ||
Assets: | ||
Other assets | 2,499,996 | 2,499,996 |
Total assets | 2,499,996 | 2,499,996 |
Liabilities: | ||
Borrowings | 449,896,069 | 448,484,696 |
Total liabilities | 449,896,069 | 448,484,696 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 350,000 | 17,046,840 |
Tax receivable agreement | 201,923,607 | 245,828,419 |
Total liabilities | $ 202,273,607 | $ 262,875,259 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 USD ($) | Jun. 30, 2022 | |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
TRA, balance adjusted through accretion expense and valuation adjustment | $ 44.1 | |
TRA, measurement input | 1.58 | 4.62 |
Alternative Investment, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Alternative Investment, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 8.2 | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 8.2 | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | |
Weighted Average | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 8.20 | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember |
Fair Value - Schedule of Contin
Fair Value - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 17,046,840 | $ 15,800,000 |
Purchases | 1,500,000 | |
Payments | (12,746,840) | (948,786) |
Valuation adjustment | (3,950,000) | 1,448,786 |
Balance at end of period | 350,000 | 17,800,000 |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | 245,828,419 | 229,228,105 |
Purchases | 165,223 | 2,424,107 |
Accretion expense | 2,656,847 | 1,522,939 |
Valuation adjustment | (46,726,882) | 1,789,511 |
Balance at end of period | $ 201,923,607 | $ 234,964,662 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 8,355,353 | $ 6,602,610 |
Less: Accumulated depreciation and amortization | 3,841,476 | 2,801,411 |
Property, plant and equipment, net | 4,513,877 | 3,801,199 |
Furniture, Fixtures, and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 3,362,839 | 2,763,380 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 4,468,782 | 3,408,336 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 523,732 | $ 430,894 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 0.6 | $ 0.3 | $ 1.1 | $ 0.6 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) TradeName | Jun. 30, 2021 USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Number of trade names | TradeName | 5 | |||
Amortization of Intangible Assets | $ | $ 28.6 | $ 19.1 | $ 56.7 | $ 36.6 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 763,902,473 | $ 749,077,560 |
Accumulated Amortization | 228,106,244 | 171,383,658 |
Net Carrying Value | $ 535,796,229 | $ 577,693,902 |
Weighted Average Useful Life (Years) | 6 years 2 months 8 days | 6 years 9 months 14 days |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 539,850,000 | |
Accumulated Amortization | 110,214,370 | |
Net Carrying Value | $ 429,635,630 | |
Weighted Average Useful Life (Years) | 7 years 10 months 24 days | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 539,850,000 | |
Accumulated Amortization | 83,014,231 | |
Net Carrying Value | $ 456,835,769 | |
Weighted Average Useful Life (Years) | 8 years 4 months 24 days | |
Channel Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 13,490,000 | $ 12,550,000 |
Accumulated Amortization | 2,363,602 | 1,146,935 |
Net Carrying Value | $ 11,126,398 | $ 11,403,065 |
Weighted Average Useful Life (Years) | 8 years 3 months | 8 years 7 months 24 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 177,842,473 | $ 163,957,560 |
Accumulated Amortization | 111,707,683 | 83,162,612 |
Net Carrying Value | $ 66,134,790 | $ 80,794,948 |
Weighted Average Useful Life (Years) | 11 months 26 days | 1 year 5 months 23 days |
Non-Complete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,580,000 | $ 4,580,000 |
Accumulated Amortization | 3,820,589 | 4,059,880 |
Net Carrying Value | $ 759,411 | $ 520,120 |
Weighted Average Useful Life (Years) | 8 months 15 days | 10 months 17 days |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 28,140,000 | $ 28,140,000 |
Net Carrying Value | $ 28,140,000 | $ 28,140,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) | Jun. 30, 2022 USD ($) |
Estimated Future Amortization Expense | |
2022 | $ 35,146,776 |
2023 | 64,956,890 |
2024 | 50,937,239 |
2025 | 35,462,081 |
2026 | 34,365,944 |
Thereafter | $ 286,787,299 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes to Goodwill (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 824,081,632 |
Acquisitions | 0 |
Dispositions | 0 |
Impairment Loss | 0 |
Measurement period adjustment | 3,720,371 |
Ending balance | $ 827,802,003 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) Segment Unit | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | ||
Measurement period adjustment | $ 3,720,371 | |
Number of operating segment | Segment | 1 | |
Number of reporting unit | Unit | 1 | |
Goodwill impairment loss | $ 0 | |
Accumulated impairment losses | 0 | $ 0 |
Billing Tree | ||
Goodwill [Line Items] | ||
Measurement period adjustment | 3,700,000 | |
Measurement period adjustment due to change in accounts receivables | 1,000,000 | |
Measurement period adjustment due to change in deferred tax liability | $ 4,700,000 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||||||
Jan. 19, 2021 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 29, 2021 USD ($) | Dec. 28, 2021 USD ($) | Feb. 03, 2021 USD ($) | Feb. 02, 2021 USD ($) | Feb. 10, 2020 USD ($) | Feb. 09, 2020 USD ($) | |
Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 346,000,000 | $ 230,000,000 | |||||||||
New Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 20,000,000 | $ 20,000,000 | |||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||
Debt instrument, description of variable rate basis | 1-month LIBOR | ||||||||||
Line of credit unused commitments fee | 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | |||||||
Line of credit Interest expense | 200,000 | $ 0 | 300,000 | $ 0 | |||||||
Revolving Credit And Term Loan | Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 20,000,000 | $ 20,000,000 | |||||||||
Senior Secured Revolving Credit Facility | Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Undrawn line of credit | $ 30,000,000 | ||||||||||
Senior Secured Revolving Credit Facility | New Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 185,000,000 | $ 60,000,000 | |||||||||
Senior Secured Revolving Credit Facility | New Credit Agreement | Truist Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Undrawn line of credit | $ 125,000,000 | ||||||||||
2026 Notes | Notes Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 440,000,000 | ||||||||||
Debt instrument interest rate | 0% | ||||||||||
Debt instrument, maturity date | Feb. 01, 2026 | ||||||||||
2026 Notes | Notes Offering | Class A Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible notes, conversion rate | 29.7619 | ||||||||||
Debt instrument, convertible notes, conversion price per share | $ / shares | $ 33.60 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total borrowings under credit facility and convertible senior debt | $ 460,000,000 | $ 460,000,000 | |
Less: Long-term loan debt issuance cost | [1] | 10,103,931 | 11,515,304 |
Total non-current borrowings | 449,896,069 | 448,484,696 | |
Convertible Senior Debt | |||
Debt Instrument [Line Items] | |||
Total borrowings under credit facility and convertible senior debt | 440,000,000 | 440,000,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total borrowings under credit facility and convertible senior debt | [2] | $ 20,000,000 | $ 20,000,000 |
[1] The Company incurr ed $ 0.7 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2022 , respectively. The Company incurred $ 2.5 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2021. The revolving credit facility bears interest at variable rates, which were 3.92 % and 2.35 % as of June 30, 2022 and December 31, 2021 , respectively. |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Interest expense for the amortization of deferred debt issuance costs | $ 1,411,373 | $ 1,197,917 | ||
Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Interest expense for the amortization of deferred debt issuance costs | $ 700,000 | $ 1,400,000 | $ 2,500,000 | |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.92% | 2.35% |
Borrowings - Summary of Princip
Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2026 | $ 460,000,000 | |
Total borrowings under credit facility and convertible senior debt | $ 460,000,000 | $ 460,000,000 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 21, 2020 | Oct. 31, 2019 | Dec. 31, 2021 | Sep. 30, 2020 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 65 | |||
Swap Transaction | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30 | |||
Regions Bank | Interest Rate Swap | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 140,000,000 | |||
Variable-rate term loan | $ 140,000,000 | |||
Term of agreement | 5 years | |||
Regions Bank | Swap Transaction | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30,000,000 | 65,000,000 | ||
Swap transaction inception date | Mar. 31, 2020 | |||
Regions Bank | Swap Transaction | Net of Taxes | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Reclassified from Accumulated other comprehensive loss into Consolidated Statements of Operations, | $ 1,700,000 | |||
Regions Bank | Swap Transaction | Other Loss | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative, Notional Amount | $ 6,400,000 | |||
Regions Bank | Swap Transaction | LIBOR | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30,000,000 | $ 65,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Lease [Line Items] | |
Operating lease expiration year | 2029 |
Lessee, operating lease, existence of option to extend [true false] | true |
Operating lease, option to extend | Most of these leases include one or more renewal options for six years or less |
Operating lease, existence of option to terminate [true false] | true |
Operating lease, option to terminate | certain leases also include lessee termination options |
Minimum | |
Lease [Line Items] | |
Operating lease, term of contract | 3 years |
Maximum | |
Lease [Line Items] | |
Operating lease, term of contract | 10 years |
Operating lease, renewal term | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Components of total lease costs: | ||||
Operating lease cost | $ 678,528 | $ 555,384 | $ 1,368,334 | $ 1,096,023 |
Short-term lease cost | 21,900 | 15,841 | 33,907 | 27,241 |
Total lease cost | $ 700,428 | $ 571,225 | $ 1,402,241 | $ 1,123,264 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Operating leases: | ||
ROU assets | $ 11,327,015 | $ 10,499,751 |
Lease liability, current | 2,206,808 | 1,990,416 |
Lease liability, long-term | 9,765,876 | 9,090,867 |
Total lease liabilities | $ 11,972,684 | $ 11,081,283 |
Weighted-average remaining lease term (in years) | 4 years 6 months | 5 years 2 months 12 days |
Weighted-average discount rate (annualized) | 4.50% | 4.30% |
Commitments and Contingencies_4
Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 684,020 | $ 472,705 | $ 1,328,746 | $ 931,353 |
ROU assets obtained in exchange for lease liabilities: | ||||
Operating leases | $ 979,720 | $ 2,511,409 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2022 | $ 1,299,115 | |
2023 | 2,773,614 | |
2024 | 2,591,509 | |
2025 | 2,420,774 | |
2026 | 2,324,416 | |
Thereafter | 2,009,075 | |
Total undiscounted lease payments | 13,418,503 | |
Less: Imputed interest | 1,445,819 | |
Total lease liabilities | $ 11,972,684 | $ 11,081,283 |
Schedule of Related Party Payab
Schedule of Related Party Payables (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Related party payables | $ 774,543 | $ 17,394,125 |
Ventanex | ||
Related Party Transaction [Line Items] | ||
Related party payables | 12,746,840 | |
CPS | ||
Related Party Transaction [Line Items] | ||
Related party payables | 250,000 | 600,000 |
Kontrol | ||
Related Party Transaction [Line Items] | ||
Related party payables | 100,000 | 850,000 |
Payix | ||
Related Party Transaction [Line Items] | ||
Related party payables | 2,850,000 | |
Other Payables to Related Parties | ||
Related Party Transaction [Line Items] | ||
Related party payables | $ 424,543 | $ 347,285 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Transaction costs incurred on behalf of related parties | $ 2.7 | $ 1.7 | $ 5.9 | $ 2.9 | ||
Receivables from related parties | 0.3 | 0.3 | $ 0.3 | |||
Related party owed to employees | 0 | 0 | 0 | |||
Ventanex | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 12.7 | |||||
C P S Kontrol and Payix | ||||||
Related Party Transaction [Line Items] | ||||||
Contingent consideration payable to related parties | $ 0.8 | $ 0.8 | $ 17.4 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Aug. 18, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs | $ 34.7 | $ 29.9 | |
Weighted-average period related to unvested PSUs, RSAs and RSUs | 2 years 7 months 24 days | 2 years 8 months 26 days | |
2019 Plan | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 7,326,728 | ||
2019 Amended Plan | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 13,826,728 | ||
2021 Employee Stock Purchase Plan | Class A Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 1,000,000 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Share Based Compensation Expense and Related Income Tax Benefit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Share-based compensation expense | $ 5.9 | $ 5.5 | $ 9 | $ 10.7 |
Income tax benefit | $ 1 | $ 0.5 | $ 2.2 | $ 2.1 |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Outstanding Restricted Stock Awards Activity (Details) - Unvested Restricted Share Awards | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 17.80 | |
Weighted average grant date fair value, Granted | $ / shares | 15.78 | |
Weighted average grant date fair value, Forfeited | $ / shares | 17.84 | [1],[2] |
Weighted average grant date fair value, Vested | $ / shares | 15.89 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 17.17 | |
Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 1,971,245 | |
Granted | shares | 1,091,759 | |
Forfeited | shares | 199,309 | [1],[2] |
Vested | shares | 393,494 | |
Unvested, Ending Balance | shares | 2,470,201 | |
[1] The forfeited shares include employee terminations during the six months ended June 30, 2022 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Outstanding Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 22.16 |
Weighted average grant date fair value, Granted | $ / shares | 13.22 |
Weighted average grant date fair value, Vested | $ / shares | 22.16 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 13.22 |
Class A Common Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Beginning Balance | shares | 46,026 |
Granted | shares | 108,909 |
Vested | shares | 46,026 |
Unvested, Ending Balance | shares | 108,909 |
Share Based Compensation - Sc_4
Share Based Compensation - Schedule of Outstanding Performance Stock Units Activity (Details) - Performance Stock Units | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 20.16 | |
Weighted average grant date fair value, Granted | $ / shares | 16.72 | [1] |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 18.65 | |
Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 498,363 | |
Granted | shares | 390,227 | [1] |
Unvested, Ending Balance | shares | 888,590 | |
[1] Represent shares to be paid out at target level. |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 11, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 15, 2021 | |
Income Tax Disclosure [Abstract] | |||||||
Effective tax rate | 181% | 23.60% | 37.40% | 24.30% | |||
Income tax (expense) benefit | $ (3,045,392) | $ 4,117,474 | $ (6,887,934) | $ 10,059,247 | |||
Federal statutory rate | 21% | ||||||
Deferred tax liabilities, net | $ 36,100,000 | ||||||
Deferred tax assets, net | $ 133,813,455 | $ 133,813,455 | $ 145,259,883 | ||||
Percentage of valuation allowance recognized | 100% | 100% | |||||
Uncertain tax positions | $ 0 | $ 0 | |||||
Percentage of tax benefits payable under Tax Receivable Agreement | 100% | ||||||
Liability related to projected obligations under Tax Receivable Agreement | $ 201,900,000 | 201,900,000 | |||||
Decrease in TRA Liability | $ 43,900,000 |