Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | true | ||
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 Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | 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 Public Float | $ 1,117,092,455 | ||
Entity Incorporation, State or Country Code | DE | ||
Trading Symbol | RPAY | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Address, State or Province | GA | ||
Entity Address, City or Town | Atlanta | ||
Auditor Name | Grant Thornton LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Atlanta, Georgia | ||
Documents Incorporated by Reference | The registrant has incorporated by reference into Part III of this report certain portions of either an amendment to this Form 10-K or its proxy statement for its 2023 Annual Meeting of Shareholders, which are expected to be filed within 120 days after the end of the registrant’s fiscal year ended December 31, 2022. | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 90,386,224 | ||
Class V Common Stock | |||
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 64,895 | $ 50,049 |
Accounts receivable | 33,544 | 33,236 |
Prepaid expenses and other | 18,213 | 12,427 |
Total current assets | 116,652 | 95,712 |
Property, plant and equipment, net | 4,375 | 3,801 |
Restricted cash | 28,668 | 26,291 |
Intangible assets, net | 500,575 | 577,694 |
Goodwill | 827,813 | 824,081 |
Operating lease right-of-use assets, net | 9,847 | 10,500 |
Deferred tax assets | 136,370 | 145,260 |
Other assets | 2,500 | 2,500 |
Total noncurrent assets | 1,510,148 | 1,590,127 |
Total assets | 1,626,800 | 1,685,839 |
Liabilities | ||
Accounts payable | 21,781 | 20,083 |
Related party payable | 1,000 | 17,394 |
Accrued expenses | 29,016 | 26,819 |
Current operating lease liabilities | 2,263 | 1,990 |
Current tax receivable agreement | 24,454 | 24,495 |
Other current liabilities | 3,593 | 1,566 |
Total current liabilities | 82,107 | 92,347 |
Long-term debt | 451,319 | 448,485 |
Noncurrent operating lease liabilities | 8,295 | 9,091 |
Tax receivable agreement, net of current portion | 154,673 | 221,333 |
Other liabilities | 2,113 | 1,547 |
Total noncurrent liabilities | 616,400 | 680,456 |
Total liabilities | 698,507 | 772,803 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Treasury stock, 1,078,141 and 0 shares as of December 31, 2022 and December 31, 2021, respectively | (10,000) | |
Additional paid-in capital | 1,117,736 | 1,100,012 |
Accumulated other comprehensive loss | (3) | (2) |
Accumulated deficit | (213,180) | (226,016) |
Total Repay stockholders' equity | 894,562 | 874,003 |
Non-controlling interests | 33,731 | 39,033 |
Total equity | 928,293 | 913,036 |
Total liabilities and equity | 1,626,800 | 1,685,839 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock value | $ 9 | $ 9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Treasury Stock, Shares | 1,078,141 | 0 |
Class A Common Stock | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common shares, shares issued | 89,354,754 | 88,502,621 |
Common shares, shares outstanding | 88,276,613 | 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 - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 279,227 | $ 219,258 | $ 155,036 |
Operating Expenses | |||
Costs of services (exclusive of depreciation and amortization shown separately below) | 64,826 | 55,484 | 41,447 |
Selling, general and administrative | 149,061 | 120,053 | 87,302 |
Depreciation and amortization | 107,751 | 89,692 | 60,807 |
Change in fair value of contingent consideration | (3,300) | 5,846 | (2,510) |
Impairment loss | 8,090 | 2,180 | |
Total operating expenses | 326,428 | 273,255 | 187,046 |
Loss from operations | (47,201) | (53,997) | (32,010) |
Other (expense) income | |||
Interest expense | (4,375) | (3,679) | (14,445) |
Loss on extinguishment of debt | (5,941) | ||
Change in fair value of warrant liabilities | (70,827) | ||
Change in fair value of tax receivable liability | 66,871 | (14,109) | (12,439) |
Other income (expense) | (135) | 97 | (3) |
Other loss | (245) | (9,099) | |
Total other income (expense) | 62,116 | (32,731) | (97,714) |
Income (loss) before income tax (expense) benefit | 14,915 | (86,728) | (129,724) |
Income tax (expense) benefit | (6,174) | 30,691 | 12,358 |
Net income (loss) | 8,741 | (56,037) | (117,366) |
Less: Net loss attributable to non-controlling interests | (4,095) | (5,953) | (11,769) |
Net income (loss) attributable to the Company | $ 12,836 | $ (50,084) | $ (105,597) |
Income (loss) per Class A share attributable to the Company: | |||
Basic | $ 0.14 | $ (0.60) | $ (2.02) |
Diluted | $ 0.12 | $ (0.60) | $ (2.02) |
Weighted-average shares outstanding: | |||
Basic | 88,792,453 | 83,318,189 | 52,180,911 |
Diluted | 110,671,731 | 83,318,189 | 52,180,911 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 8,741 | $ (56,037) | $ (117,366) |
Other comprehensive (loss) income, before tax | |||
Change in fair value of cash flow hedges | (9,868) | ||
Reclassification of net unrealized loss on cash flow hedges to other loss | 9,317 | ||
Foreign currency translation adjustments | (2) | (3) | |
Total other comprehensive (loss) income, before tax | (2) | 9,314 | (9,868) |
Income tax related to items of other comprehensive income: | |||
Tax benefit on change in fair value of cash flow hedges | 1,673 | ||
Tax expense on reclassification of net unrealized loss on cash flow hedges to other loss | (1,673) | ||
Tax benefit on foreign currency translation adjustments | 1 | 1 | |
Total income tax benefit (expense) related to items of other comprehensive income | 1 | (1,672) | 1,673 |
Total other comprehensive income (loss), net of tax | (1) | 7,642 | (8,195) |
Total comprehensive income (loss) | 8,740 | (48,395) | (125,561) |
Less: Comprehensive loss attributable to non-controlling interests | (4,095) | (4,745) | (14,668) |
Comprehensive income (loss) attributable to the Company | $ 12,835 | $ (43,650) | $ (110,893) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance at Dec. 31, 2019 | $ 419,699 | $ 4 | $ 283,555 | $ (70,335) | $ 313 | $ 206,162 | ||
Balance, shares at Dec. 31, 2019 | 37,530,568 | 100 | ||||||
Issuance of new shares | 509,900 | $ 2 | 514,451 | (99) | (4,454) | |||
Issuance of new shares, shares | 23,564,816 | |||||||
Exchange of Post-Merger Repay Units | 10,065 | (228) | (9,837) | |||||
Exchange of Post-Merger Repay Units Shares | 1,606,647 | |||||||
Redemption of Post-Merger Repay Units | (435,296) | (311,736) | (2,615) | (120,945) | ||||
Release of share awards vested under Incentive Plan, shares | 516,398 | |||||||
Shares repurchased under Incentive Plan | (1,415) | (1,431) | 16 | |||||
Stock-based compensation | 19,446 | 20,489 | (15) | (1,028) | ||||
Warrant exercise | 86,800 | $ 1 | 92,179 | (125) | (5,255) | |||
Warrant exercise, shares | 8,026,253 | |||||||
Tax distribution from Hawk Parent | (1,497) | (1,497) | ||||||
Valuation allowance on Ceiling Rule DTA | (27,537) | (27,540) | 3 | |||||
Reclassification to warrant liabilities | 111,643 | 111,643 | ||||||
Net income (loss) | (117,366) | (105,597) | (11,769) | |||||
Other comprehensive income (loss) | (8,195) | (3,671) | (4,524) | |||||
Balance at Dec. 31, 2020 | 556,182 | $ 7 | 691,675 | (175,932) | (6,437) | 46,869 | ||
Balance, shares at Dec. 31, 2020 | 71,244,682 | 100 | ||||||
Issuance of new shares | 370,348 | $ 2 | 371,048 | (702) | ||||
Issuance of new shares, shares | 16,295,802 | |||||||
Exchange of Post-Merger Repay Units | (2,498) | (166) | (2,332) | |||||
Exchange of Post-Merger Repay Units Shares | 407,584 | |||||||
Release of share awards vested under Incentive Plan, shares | 554,553 | |||||||
Shares repurchased under Incentive Plan | (4,042) | (4,075) | 33 | |||||
Stock-based compensation | 22,311 | 22,339 | (28) | |||||
Tax distribution from Hawk Parent | (62) | (62) | ||||||
Valuation allowance on Ceiling Rule DTA | 19,191 | 19,191 | ||||||
Net income (loss) | (56,037) | (50,084) | (5,953) | |||||
Other comprehensive income (loss) | 7,643 | 6,435 | 1,208 | |||||
Balance at Dec. 31, 2021 | 913,036 | $ 9 | 1,100,012 | (226,016) | (2) | 39,033 | ||
Balance, shares at Dec. 31, 2021 | 88,502,621 | 100 | ||||||
Exchange of Post-Merger Repay Units | 243 | (243) | ||||||
Exchange of Post-Merger Repay Units Shares | 50,845 | |||||||
Release of share awards vested under Incentive Plan and shares purchased under ESPP, shares | 1,031,737 | |||||||
Shares Repurchased Under Incentive Plan and ESPP | (2,657) | (2,658) | 1 | |||||
Shares repurchased under incentive Plan and ESPP , Shares | (230,449) | |||||||
Treasury shares repurchased | (10,000) | (32) | $ (10,000) | 32 | ||||
Treasury shares repurchased, shares | (1,078,141) | |||||||
Stock-based compensation | 20,256 | 20,302 | (46) | |||||
Tax distribution from Hawk Parent | (951) | (951) | ||||||
Valuation allowance on Ceiling Rule DTA | (131) | (131) | ||||||
Net income (loss) | 8,741 | 12,836 | (4,095) | |||||
Other comprehensive income (loss) | (1) | (1) | ||||||
Balance at Dec. 31, 2022 | $ 928,293 | $ 9 | $ 1,117,736 | $ (10,000) | $ (213,180) | $ (3) | $ 33,731 | |
Balance, shares at Dec. 31, 2022 | 88,276,613 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income (loss) | $ 8,741 | $ (56,037) | $ (117,366) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 107,751 | 89,692 | 60,807 |
Stock based compensation | 20,255 | 22,311 | 19,446 |
Amortization of debt issuance costs | 2,834 | 2,536 | 1,416 |
Loss on disposal of property and equipment | 245 | 19 | |
Loss on extinguishment of debt | 5,941 | ||
Loss on sale of interest rate swaps | 9,316 | ||
Fair value change in warrant liability | 70,827 | ||
Fair value change in tax receivable agreement liability | (66,871) | 14,109 | 12,439 |
Fair value change in contingent consideration | (3,300) | 5,846 | (2,510) |
Impairment loss | 8,090 | 2,180 | |
Payments of contingent consideration in excess of acquisition date fair value | (8,896) | (1,500) | (4,071) |
Deferred tax expense (benefit) | 4,192 | (30,728) | (12,358) |
Change in accounts receivable | 696 | (6,518) | (2,891) |
Change in related party receivable | 563 | ||
Change in prepaid expenses and other | (5,786) | (3,801) | 542 |
Change in operating lease ROU assets | 653 | 2,013 | (10,075) |
Change in accounts payable | 1,698 | 4,771 | 38 |
Change in related party payable | (347) | 1,336 | (309) |
Change in accrued expenses and other | 2,197 | 637 | 371 |
Change in operating lease liabilities | (523) | (1,323) | 10,364 |
Change in other liabilities | 2,594 | (7,470) | 1,254 |
Net cash provided by operating activities | 74,223 | 53,330 | 28,487 |
Cash flows from investing activities | |||
Purchases of property and equipment | (3,176) | (2,863) | (994) |
Purchases of intangible assets | (36,365) | (20,643) | (23,279) |
Purchases of equity investment | (2,500) | ||
Net cash used in investing activities | (39,541) | (397,335) | (145,980) |
Cash flows from financing activities | |||
Payment on line of credit | (10,000) | ||
Issuance of long-term debt | 460,000 | 60,426 | |
Payments on long-term debt | (262,654) | (6,710) | |
Shares repurchased under Incentive Plan and ESPP | (2,657) | (4,042) | (1,415) |
Treasury shares repurchased | (10,000) | ||
Exercise of warrants | 86,800 | ||
Redemption of Post-Merger Repay Units | (435,296) | ||
Distributions to Members | (951) | (62) | (1,496) |
Payment of loan costs | (14,051) | (1,862) | |
Payments of contingent consideration up to acquisition date fair value | (3,851) | (7,449) | (14,250) |
Net cash (used in) provided by financing activities | (17,459) | 313,840 | 186,097 |
Increase (decrease) in cash, cash equivalents and restricted cash | 17,223 | (30,165) | 68,604 |
Cash, cash equivalents and restricted cash at beginning of period | 76,340 | 106,505 | 37,901 |
Cash, cash equivalents and restricted cash at end of period | 93,563 | 76,340 | 106,505 |
Cash paid during the year for: | |||
Interest | $ 1,540 | 1,143 | 11,487 |
Class A Common Stock | |||
Cash flows from financing activities | |||
Public issuance of Class A Common Stock | 142,098 | 509,900 | |
TriSource Solutions, LLC | |||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 1,750 | ||
Ventanex | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (35,460) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 4,800 | ||
cPayPlus | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (7,695) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 6,500 | ||
CPS | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | 11 | (78,087) | |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 4,500 | ||
APS | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (465) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | $ 6,581 | ||
Billing Tree | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (269,003) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for Class A Common Stock | 228,250 | ||
Kontrol | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (7,439) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 500 | ||
Payix | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (94,898) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | $ 2,850 |
Organizational Structure and Co
Organizational Structure and Corporate Information | 12 Months Ended |
Dec. 31, 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. Thunder Bridge issued public warrants and private placement warrants (collectively, the “Warrants”), which were outstanding and recorded on the Company’s consolidated financial statements at the time of the Business Combination. On July 27, 2020, the Company completed the redemption of all outstanding Warrants. The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”). Business Overview The Company provides integrated payment processing solutions to industry-oriented markets in which businesses have specific transaction processing needs. The Company refers to these markets as “vertical markets” or “verticals.” The Company’s proprietary, integrated payment technology platform reduces the complexity of the electronic payments process for business. The Company charges its clients processing fees based on the volume of payment transactions processed and other transaction or service fees. The Company intends to continue to strategically target verticals where the Company believes its ability to tailor payment solutions to its clients’ needs, its deep knowledge of the Company’s vertical markets and the embedded nature of its integrated payment solutions will drive strong growth by attracting new clients and fostering long-term client relationships. The Company provides payment processing solutions to clients primarily operating in the personal loans, automotive loans, receivables management, and business-to-business verticals. The Company’s payment processing solutions enable consumers and businesses in these verticals to make payments using electronic payment methods, rather than cash or check, which have historically been the primary methods of payment in these verticals. The Company believes that a growing number of consumers and businesses prefer the convenience and efficiency of paying with cards and other electronic methods and that the Company is poised to benefit from the significant growth opportunity of electronic payment processing as these verticals continue to shift from cash and check to electronic payments. The personal loans vertical is predominately characterized by installment loans, which are typically utilized by consumers to finance everyday expenses. The automotive loans vertical predominantly includes subprime automotive loans, automotive title loans and automotive buy-here-pay-here loans and also includes near-prime and prime automotive loans. The Company’s receivables management vertical relates to consumer loan collections, which typically enter the receivables management process due to delinquency on credit card bills or as a result of major life events, such as job loss or major medical issues. The business-to-business vertical relates to transactions occurring between a wide variety of enterprise clients, many of which operate in the automotive, field services, healthcare, HOA management and hospitality industries, as well as educational institutions and governments and municipalities. The Company’s go-to-market strategy combines direct sales with integrations with key software providers in its target verticals. The integration of the Company’s technology with key software providers in the verticals that the Company serves, including loan management systems, DMS, collection management systems, and enterprise resource planning software systems, allows the Company to embed its omni-channel payment processing technology into its clients’ critical workflow software and ensure seamless operation of the Company’s solutions within its clients’ enterprise management systems. The Company refers to these software providers as its “software integration partners.” This integration allows the Company’s sales force to readily access new client opportunities or respond to inbound leads because, in many cases, a business will prefer, or in some cases only consider, a payments provider that has already integrated or is able to integrate its solutions with the business’ primary enterprise management system. The Company has successfully integrated its technology solutions with numerous, widely-used enterprise management systems in the verticals that it serves, which makes its platform a more compelling choice for the businesses that use them. Moreover, the Company’s relationships with its partners help it to develop deep industry knowledge regarding trends in client needs. The Company’s integrated model fosters long-term relationships with its clients, which supports its volume retention rates that the Company believes are above industry averages. As of December 31, 2022, the Company maintained approximately 240 integrations with various software providers. The Company has two reportable segments: Consumer Payments and Business Payments. For additional information on segments, see Note 16. Segments to our consolidated financial statements. Consumer Payments The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, ACH processing and other electronic payment acceptance solutions, as well as our loan disbursement product) that enable the Company’s clients to collect payments and disburse funds to consumers and includes the Company’s clearing and settlement solutions (“RCS”) and Blue Cow Software business (“BCS”). RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other ISOs and payment facilitators. BCS provides enterprise resource planning software solutions that are customized to propane and fuel oil dealers. BCS was sold for $ 41.0 million in cash on February 15, 2023. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare, diversified retail and energy related software services. The Consumer Payments segment represented approximately 85 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2022. Business Payments The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable the Company’s clients to collect or send payments to other businesses. The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, HOA management and hospitality. The Business Payments segment represented approximately 15 % of the Company’s total revenue after any intersegment eliminations for the year ended December 31, 2022. The Company continues to closely monitor developments related to COVID-19 pandemic and macroeconomic conditions. The ultimate impacts of the COVID-19 pandemic and related economic conditions on the Company’s results remain uncertain. The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic continue to evolve and in ways that are difficult to fully anticipate. At this time, the Company cannot reasonably estimate the full impact of the pandemic on the Company, given the uncertainty over the duration and severity of the economic crisis. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies 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 (“Blue Cow”), 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 consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States of America (“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. Segment Reporting Effective December 31, 2022, the Company revised the presentation of segment information to reflect changes in the way the Company manages and evaluates the business. Therefore, the Company now reports operating results through two reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 16. Segments. Accordingly, segment information for the comparable prior year periods has been revised. There are no significant concentrations by state or geographical location, nor are there any significant individual client concentrations by balance. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposit accounts, and short‑term investments with original maturities of three months or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Restricted Cash Restricted cash consists of funds required to serve as security for services rendered by a service provider under a service provider agreement. Accounts Receivable Accounts receivable represent amounts due from clients and payment processors for services rendered. The Company has an established process for aging, provisioning and writing-off its uncollectible accounts receivable. Within this process the Company aggregates accounts receivable to the pools of receivables of similar risk characteristics. The allowance for credit losses on accounts receivables is estimated based on how long a receivable has been outstanding (e.g., under 30 days, 30–60 days, etc.). For accounts receivable outstanding more than 90 days, the Company evaluates and assesses whether the loss reserve percentage requires adjustment for reasonable and supportable forecast of relevant economic factors. As of December 31, 2022 , the Company’s estimated credit losses on accounts receivable was immaterial. Concentration of Credit Risk The Company is highly diversified, and no single client represents greater than 10 % of the business on a volume or profit basis. Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to the Company, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements, including the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards, outstanding ESPP (“Employee Stock Purchase Program”) purchase rights, and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”). Property and Equipment Property and equipment is carried at cost less accumulated depreciation and includes expenditures which substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are charged to operations as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any gain or loss on the disposition is credited or charged to operations. The Company provides for depreciation of property and equipment using the straight-line method designed to amortize costs over estimated useful lives as follows: Estimated Useful Life Furniture, fixtures, and office equipment 5 years Computers 3 years Leasehold improvements 5 years The Company evaluates the recoverability of property and equipment at least annually or whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts. If the carrying amount of property and equipment is determined not to be recoverable, a write-down to fair value is recorded. No impairments were recognized for the years ended December 31, 2022, 2021 and 2020 . Intangible Assets Intangible assets consist of internal-use software development costs, purchased software, channel relationships, client relationships, certain key personnel non-compete agreements, and trade names. The Company capitalizes internal-use software development costs when the Company has completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be completed and the project will be used to perform the function intended. The Company is amortizing internal-use software development costs and purchased software on the straight‑line method over a three-year estimated useful life, a ten-year estimated useful life for channel and client relationships, and an estimated useful life for non-compete agreements equal to the term of the agreement. Trade names are determined to have an indefinite useful life. The Company evaluates the recoverability of intangible assets at least annually or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts. During the year ended December 31, 2022 , the Company recognized impairments of $ 8.1 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included BillingTree, Kontrol and Payix. During the year ended December 31, 2021, the Company recognized impairments of $ 2.2 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included TriSource, APS, Ventanex, cPayPlus and CPS. No impairments were recognized for the year ended December 31, 2020 . Goodwill Goodwill represents the excess of purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the operating segment level or one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Relative fair value is estimated using a discounted cash flow analysis. The Company performs a qualitative goodwill assessment at the reporting unit level at least annually, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Factors considered in the Company’s qualitative assessment include financial performance, financial forecasts, macroeconomic conditions, industry and market conditions, cost factors, market capitalization, carrying value, and events affecting the reporting units. If, after considering all relevant events and circumstances, the Company determines it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then it is necessary to perform a quantitative impairment test. If the Company elects to bypass the qualitative analysis, or concludes from the Company’s qualitative analysis that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed by comparing the fair value of each reporting unit with its carrying amount. If the fair value is greater than the carrying amount, then the reporting unit’s goodwill is deemed not to be impaired. If the fair value is less than the carrying amount, an impairment loss is recognized for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. The Company determined that no impairment of goodwill existed as of the last testing date, December 31, 2022. Future impairment reviews may require write downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write downs occur. Revenue Repay provides integrated payment processing solutions to niche markets that have specific transaction processing needs; for example, personal loans, automotive loans, and receivables management. The Company contracts with its clients through contractual agreements that set forth the general terms and conditions of the service relationship, including rights of obligations of each party, line item pricing, payment terms and contract duration. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. The Company’s performance obligation in its contracts with clients is the promise to stand-ready to provide front-end authorization and back-end settlement payment processing services ("processing services") for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the client’s use (e.g., number of transactions submitted and processed) of the related processing services. Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to perform processing services is substantially the same each day and has the same pattern of transfer to the client, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees and other fixed per transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed. Revenues are also derived from transaction or service fees (e.g. chargebacks, gateway) as well as other miscellaneous service fees. These services are considered immaterial in the overall context of our contractual arrangements and, as such, do not represent distinct performance obligations. Instead, the fees associated with these services are bundled with the processing services performance obligation identified. The transaction price for such processing services is determined, based on the judgment of the Company’s management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. The Company follows the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations , in determining the gross versus net revenue presentation for each performance obligation in the contract with a client. Revenue recorded by the Company in the capacity as a principal is reported on a gross basis equal to the full amount of consideration to which the Company expects in exchange for the good or service transferred. Revenue recorded with the Company acting in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction. The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether the Company controls the good or service before it is transferred to the client or whether the Company is acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. When the Company acts as an agent, the fees collected from clients on behalf of the payment networks and card issuer is netted with the gross fees collected so that the net revenue is presented within Revenue in the Consolidated Statements of Operations. Indirect relationships As a result of its past acquisitions, the Company has legacy relationships with Independent Sales Organizations (each an “ISO”), whereby the Company acts as the merchant acquirer for the ISO. The ISO maintains a direct relationship with the sponsor bank and the transaction processor, rather than the Company. Consequently, the Company recognizes revenue for these relationships net of the residual amount remitted to the ISO, based on the fact that the ISO is primarily responsible for providing the transaction processing services to the merchant. The Company is not focused on this sales model, and this relationship will represent an increasingly smaller portion of the business over time. Software Revenue As a result of the acquisition of BillingTree, the Company has acquired a software revenue stream. Software revenue is presented within Revenue in the Consolidated Statements of Operations. Software revenue consists of term license fees related to software products, and software maintenance and support (“PCS”). Clients typically enter into software contracts for contractual terms of three to twelve months. The term license and PCS are each distinct performance obligations. The total consideration in the contract is allocated based on management’s assessment of the relative standalone selling price for each performance obligation. The Company determines the standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by making use of all reasonably available data such as market conditions, type of deliverable, information about the client, current and historical pricing practices and entity-specific factors such as labor hours and standard rates per labor hour. Revenue is recognized when the related performance obligations are satisfied. Revenue from the term license is recognized at a point in time, upon delivery to the client. Revenue from PCS is recognized over the term of the contract. When the Company receives an up-front deposit, the revenue is deferred until such a time that the term license or PCS is provided to the client. Deferred revenue is expected to be recognized as revenue within one year and is classified within Other current liabilities in the Consolidated Balance Sheets. Contract Costs The incremental costs of obtaining a contract are recognized as an asset if the cost is incremental to obtaining a contract, and whether the costs are recoverable from the client. If both criteria are not met, costs are expensed as incurred. If the amortization period of the capitalized commission cost asset is less than one year, the Company may elect a practical expedient per ASC 340-40-25-4 to expense commissions as incurred. The amortization period is consistent with the concept of useful life under other accounting guidance, which is defined as the period over which an asset is expected to contribute directly or indirectly to future cash flows. The Company currently incurs costs to obtain a contract through payments made to external referral partners. Commission payments are made to the external referral partner on a monthly basis based on a percentage of the profit on the contract, for as long as the client and the external referral partner have agreements with the Company. Any capitalized commission cost assets have an amortization period of one year or less, therefore the Company utilizes the practical expedient to expense commissions as incurred. Costs to fulfill contracts with clients either give rise to an asset or are expensed as incurred. If the cost is not already covered by other applicable accounting literature, fulfillment costs are capitalized to the extent they directly relate to a specific contract, are used to generate or enhance resources used in satisfying performance obligations and are expected to be recovered. The Company does not have any costs incurred to fulfill a contract. Practical Expedients The Company has utilized the portfolio approach practical expedient per ASC 606-10-10-4, which allows the application of ASC 606 to a portfolio of contracts with similar characteristics provided the accounting does not differ materially to application of ASC 606 to the individual contract. The Company has also utilized the practical expedient for immaterial goods and services per ASC 606-10-25-16A, which permits the Company not to recognize a promised good or service as a performance obligation if it is considered an immaterial promise in the context of the contract. Transaction Costs The Company expenses all transaction costs associated with a business combination as incurred and such expenses are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020 , the Company incurred $ 13.7 million, $ 9.3 million and $ 4.2 million transaction costs, respectively. Equity Units Awarded The Repay Holdings Corporation 2019 Omnibus Incentive Plan (as amended, the “Incentive Plan”) provides for the grant of various equity-based incentive awards to employees, directors, consultants and advisors to the Company. The types of equity-based awards that may be granted under the Incentive Plan include: stock options, stock appreciation rights (“SARs”), performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards. As of December 31, 2022 , there were 13,826,728 shares of Class A common stock reserved for issuance under the Incentive Plan. The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. PSUs, RSAs and RSUs granted under the Incentive Plan are measured based on the fair value of the awards on the date of the grant. Compensation expense is recognized for those awards over the requisite service period within Selling, general, and administrative in the Consolidated Statements of Operations. Forfeitures are accounted for as they occur. Debt Issuance Costs The Company accounts for debt issuance costs according to the Financial Accounting Standards Board Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs , to present debt issuance costs as a reduction of the carrying amount of the debt. Fair Value of Financial Instruments The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. • Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values as of December 31, 2022, and 2021 , because of the relatively short maturity dates on these instruments. See Note 6. Fair Value of Assets and Liabilities for further discussion. Leases The Company evaluates each of its lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if the Company obtains substantially all of the economic benefits of, and has the right to control the use of, an asset for a period of time. The Company has operating leases for real estate. Operating leases with an original lease term in excess of twelve months are included in Other assets and Other liabilities in the Consolidated Balance Sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to calculate the present value of lease payments. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Lease agreements that contain non-lease components are generally accounted for as a single lease component. Operating lease costs are recorded in Selling, general and administrative in the Consolidated Statements of Operations based on the underlying asset. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index-based rate increases, are expensed as they are incurred. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expenses in Selling, general and administrative in the Consolidated Statements of Operations. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases of all applicable class of underlying assets that have a lease term of twelve months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. ROU assets for operating leases are periodically reduced by impairment losses. As of December 31, 2022 , the Company has not encountered any impairment losses. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in gain or loss in the Consolidated Statements of Operations. Taxation Income taxes are provided for in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Noncontrolling Interest As of December 31, 2022, 2021, and 2020 the Company held an interest of 92.0 %, 91.9 %, and 89.8 % in Hawk Parent, respectively. For the years ended December 31, 2022, 2021, and 2020, the noncontrolling interest in the net loss of subsidiaries was $ 4.1 million , $ 6.0 million, and $ 11.8 million, respectively. Contingent Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations. An increase in the contingent consideration expected to be paid will result in a charge to operations in the period that the anticipated fair value of contingent consideration increases, while a decrease in the contingent consideration expected to be paid will result in a credit to operations in the period that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. Recently Issued Accounting Pronouncements not yet Adopted Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”)”, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by the transition away from LIBOR to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “ Reference Rate Reform (Topic 848): Scope ”, to expand the scope of this guidance to include derivatives. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, “ Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ”, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022, to December 31, 2024. The Company will apply the guidance to impacted transactions during the transition period. The adoption of this standard does not have a material impact on the Company’s Consolidated Financial Statements. Business Combinations In August 2021, the FASB issued ASU 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 | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The Company’s revenue is from two types of relationships: (i) direct relationships and (ii) indirect relationships. The following table presents the Company’s revenue disaggregated by segment and by the type of relationship for the years ended December 31, 2022, 2021, and 2020. Year Ended December 31, 2022 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 234,905 $ 41,610 $ ( 11,564 ) $ 264,951 Indirect relationships 13,286 990 — 14,276 Total Revenue $ 248,191 $ 42,600 $ ( 11,564 ) $ 279,227 Year Ended December 31, 2021 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 189,019 $ 32,837 $ ( 8,604 ) $ 213,252 Indirect relationships 5,025 981 — 6,006 Total Revenue $ 194,044 $ 33,818 $ ( 8,604 ) $ 219,258 Year Ended December 31, 2020 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 138,718 $ 19,957 $ ( 6,428 ) $ 152,247 Indirect relationships 2,126 663 — 2,789 Total Revenue $ 140,844 $ 20,620 $ ( 6,428 ) $ 155,036 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4 . Earnings Per Share During the years ended December 31, 2021 and 2020, basic and diluted net loss per common share is the same since the inclusion of the assumed exchange of all Post-Merger Repay Units, unvested restricted share awards, and 2026 Notes would have been anti-dilutive. The following table summarizes net loss attributable to the Company and the weighted average basic and diluted shares outstanding: Year Ended December 31, ($ in thousands, except per share data) 2022 2021 2020 Income (loss) before income tax expense $ 14,915 $ ( 86,728 ) $ ( 129,724 ) Less: Net loss attributable to non-controlling interests ( 4,095 ) ( 5,953 ) ( 11,769 ) Income tax (expense) benefit ( 6,174 ) 30,691 12,358 Net income (loss) attributable to the Company $ 12,836 $ ( 50,084 ) $ ( 105,597 ) Weighted average shares of Class A common stock outstanding - basic 88,792,453 83,318,189 52,180,911 Add weighted average effect of dilutive common stock equivalent shares: Post-Merger Repay Units exchangeable for Class A common stock 7,892,176 Unvested restricted share awards of Class A common stock 890,309 Outstanding ESPP purchase rights for Class A common stock 1,554 2026 Notes convertible into Class A common stock 13,095,238 Weighted average shares of Class A common stock outstanding - diluted 110,671,731 83,318,189 52,180,911 Income (loss) per share of Class A common stock outstanding - basic $ 0.14 $ ( 0.60 ) $ ( 2.02 ) Income (loss) per share of Class A common stock outstanding - diluted $ 0.12 $ ( 0.60 ) $ ( 2.02 ) For the years ended December 31, 2021 and 2020, 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: Year Ended December 31, 2021 2020 Post-Merger Repay Units exchangeable for Class A common stock 7,926,576 8,334,160 Unvested restricted share awards of Class A common stock 2,515,634 2,209,551 2026 Notes convertible for Class A common stock 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,537,448 10,543,711 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 | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combinations Ventanex On February 10, 2020, the Company acquired all of the ownership interests of Ventanex. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD. (“Ventanex Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 36.0 million in cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout (the “Ventanex Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Ventanex of up to $ 14.0 million. The Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of Ventanex, 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 selling members of Ventanex: ($ in thousands) Cash consideration $ 35,939 Contingent consideration (1) 4,800 Total purchase price $ 40,739 (1) Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent earnout right to receive a payment of up to $ 14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021. In February 2021 and April 2022, the Company paid the Ventanex Earnout Payment of $ 0.9 million and $ 12.7 million, respectively. The Company recorded an allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 51 Accounts receivable 1,377 Prepaid expenses and other current assets 181 Total current assets 1,609 Property, plant and equipment, net 138 Restricted cash 428 Identifiable intangible assets 26,890 Total identifiable assets acquired 29,065 Accounts payable ( 152 ) Accrued expenses ( 373 ) Net identifiable assets acquired 28,540 Goodwill 12,199 Total purchase price $ 40,739 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 $ 0.1 5 Trade names 0.4 Indefinite Developed technology 4.1 3 Merchant relationships 22.3 10 $ 26.9 Goodwill recognized of $ 12.2 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 $ 8.3 million is expected to be deductible for tax purposes. Goodwill was allocated 64 % and 36 % to the Company’s Consumer Payments segment and Business Payments segment, respectively, based on the relative fair value of the Company’s reporting units as of December 31, 2022. 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 Ventanex. cPayPlus On July 23, 2020, the Company acquired all of the ownership interests of cPayPlus. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of cPayPlus (“cPayPlus Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 8.0 million in cash. In addition to the closing consideration, the cPayPlus Purchase Agreement contains a performance-based earnout (the “cPayPlus Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of cPayPlus of up to $ 8.0 million. The cPayPlus acquisition was financed with cash on hand. The cPayPlus Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of cPayPlus, 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 selling members of cPayPlus: ($ in thousands) Cash consideration $ 7,957 Contingent consideration (1) 6,500 Total purchase price $ 14,457 (1) Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earnout right to receive a payment of up to $ 8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. In September, 2021, the Company paid the cPayPlus Earnout Payment of $ 8.0 million. The Company recorded an allocation of the purchase price to cPayPlus’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 262 Accounts receivable 165 Prepaid expenses and other current assets 38 Total current assets 465 Property, plant and equipment, net 21 Identifiable intangible assets 7,720 Total identifiable assets acquired 8,206 Accounts payable ( 99 ) Accrued expenses ( 363 ) Net identifiable assets acquired 7,744 Goodwill 6,713 Total purchase price $ 14,457 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 $ 0.1 5 Trade names 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.8 10 $ 7.7 Goodwill recognized of $ 6.7 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 $ 8.2 million is expected to be deductible for tax purposes. Goodwill was allocated 100 % to the Company’s Business Payments segment. 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 cPayPlus. CPS On November 2, 2020, the Company acquired all of the ownership interests of CPS. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CPS. (“CPS Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $ 83.9 million in cash. In addition to the closing consideration, the CPS Purchase Agreement contains a performance-based earnout (the “CPS Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of CPS of up to $ 15.0 million in two separate earnouts. The CPS acquisition was financed with cash on hand. The CPS Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of CPS, 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 selling members of CPS: ($ in thousands) Cash consideration $ 83,887 Contingent consideration (1) 4,500 Total purchase price $ 88,387 (1) Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $ 15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of December 31, 2022, the fair value of the CPS earnout was $ 1.0 million, which resulted in a $ 0.4 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . The Company recorded an allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) CPS MPI Cash and cash equivalents $ 1,667 $ 2,098 Accounts receivable 2,810 5,557 Prepaid expenses and other current assets 2,616 935 Total current assets 7,093 8,590 Property, plant and equipment, net 19 3 Restricted cash — 35 Identifiable intangible assets 30,830 7,110 Total identifiable assets acquired 37,942 15,738 Accounts payable ( 2,004 ) ( 4,496 ) Accrued expenses ( 2,143 ) — Net identifiable assets acquired 33,795 11,242 Goodwill 40,748 2,602 Total purchase price $ 74,543 $ 13,844 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value (in millions) Useful life Identifiable intangible assets CPS MPI (in years) Non-compete agreements $ 0.1 $ 0.1 4 Trade names 0.5 0.1 Indefinite Developed technology 7.2 0.7 3 Merchant relationships 23.0 6.3 10 $ 30.8 $ 7.2 Goodwill recognized of $ 43.3 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 $ 38.8 million is expected to be deductible for tax purposes. Goodwill was allocated 100 % to the Company’s Business Payments segment. 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 CPS. BillingTree On June 15, 2021, the Company acquired 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: ($ in thousands) Cash consideration $ 277,521 Class A common stock issued 228,250 Total purchase price $ 505,771 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: ($ in thousands) Cash and cash equivalents $ 8,244 Accounts receivable 4,627 Prepaid expenses and other current assets 1,602 Total current assets 14,473 Property, plant and equipment, net 541 Restricted cash 275 Other assets 1,782 Identifiable intangible assets 236,810 Total identifiable assets acquired 253,881 Accounts payable ( 2,552 ) Accrued expenses and other liabilities ( 6,983 ) Deferred tax liability ( 36,095 ) Net identifiable assets acquired 208,251 Goodwill 297,520 Total purchase price $ 505,771 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 recognized 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. Goodwill was allocated 100 % to the Company’s Consumer Payments segment. 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 to be paid by the Company was up to $ 10.5 million, 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: ($ in thousands) Cash consideration $ 7,439 Contingent consideration (1) 500 Total purchase price $ 7,939 (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 Kontr ol Purchase Agreement. As of December 31, 2022 , the fair value of the Kontrol earnout was $ 0 , which resulted in a ($ 0.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . 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: ($ in thousands) Accounts receivable $ 68 Prepaid expenses and other current assets 6 Total current assets 74 Identifiable intangible assets 6,940 Total identifiable assets acquired 7,014 Accounts payable ( 665 ) Net identifiable assets acquired 6,349 Goodwill 1,590 Total purchase price $ 7,939 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. Goodwill was allocated 100 % to the Company’s Business Payments segment. 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. 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 purchase consideration paid to the sellers of Payix: ($ in thousands) Cash consideration $ 95,628 Contingent consideration (1) 2,850 Total purchase price $ 98,478 (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 contingent 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 December 31, 2022 , the fair value of the Payix earnout was $ 0 , which resulted in a ($ 2.9 ) million ad justment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . The Company recorded an 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 purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 703 Accounts receivable 1,715 Prepaid expenses and other current assets 94 Total current assets 2,512 Property, plant and equipment, net 83 Restricted cash 27 Other assets 656 Identifiable intangible assets 33,150 Total identifiable assets acquired 36,428 Accounts payable ( 214 ) Accrued expenses and other liabilities ( 2,023 ) Deferred tax liability ( 6,944 ) Net identifiable assets acquired 27,247 Goodwill 71,231 Total purchase price $ 98,478 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 $ 0.3 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. Goodwill was allocated 100 % to the Company’s Consumer Payments segment. 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. Pro Forma Financial Information (Unaudited) The supplemental consolidated results of the Company on an unaudited pro forma basis give effect to Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix acquisitions as if the transactions had occurred on January 1, 2020. 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. ($ in thousands, except per share data) Pro Forma Year Ended December 31, 2021 Pro Forma Year Ended December 31, 2020 Revenue $ 257,014 $ 234,656 Net loss ( 54,627 ) ( 120,849 ) Net loss attributable to non-controlling interests ( 5,813 ) ( 12,793 ) Net loss attributable to the Company ( 48,814 ) ( 108,056 ) Loss per Class A share - basic $ ( 0.56 ) $ ( 1.74 ) Loss per Class A share - diluted $ ( 0.56 ) $ ( 1.74 ) |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | 6. Fair Value of Assets and Liabilities The following table summarizes, by level within the fair value hierarchy, the estimated fair values of our 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. December 31, 2022 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Other assets — 2,500 — 2,500 Total assets $ — $ 2,500 $ — $ 2,500 Liabilities: Contingent consideration $ — $ — $ 1,000 $ 1,000 Borrowings — 344,280 — 344,280 Tax receivable agreement — — 179,127 179,127 Total liabilities $ — $ 344,280 $ 180,127 $ 524,407 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Other assets — 2,500 — 2,500 Total assets $ — $ 2,500 $ — $ 2,500 Liabilities: Contingent consideration $ — $ — $ 17,047 $ 17,047 Borrowings — 401,876 — 401,876 Tax receivable agreement — — 245,828 245,828 Total liabilities $ — $ 401,876 $ 262,875 $ 664,751 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 actuals or estimates of discounted future cash flows associated with the acquired businesses. 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. 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”). As of December 31, 2022, the present value of contingent consideration reflects the actual anticipated payments. As of December 31, 2021, 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. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5. Business Combinations for more details. Year Ended December 31, ($ in thousands) 2022 2021 Balance at beginning of period $ 17,047 $ 15,800 Measurement period adjustment — Purchases — 4,350 Payments ( 12,747 ) ( 8,949 ) Valuation adjustment ( 3,300 ) 5,846 Balance at end of period $ 1,000 $ 17,047 Borrowings The revolving credit facility, 2026 Notes and term loan are measured at amortized cost, which the carrying value is unpaid principal net of unamortized debt discount and debt issuance costs. The estimated fair value of the 2026 Notes is determined using the quoted prices from over-the-counter markets. The estimated fair value of the Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the market interest rates and quoted prices are generally observable and do not contain a high level of subjectivity. The following table provides the carrying value and estimated fair value of borrowings. See Note 10. Borrowings for further discussion. December 31, 2022 December 31, 2021 ($ in thousands) Carrying value Fair value Carrying value Fair value Revolving credit facility $ 18,177 $ 20,000 $ 19,210 $ 20,000 2026 Notes 433,142 324,280 429,275 381,876 Total $ 451,319 $ 344,280 $ 448,485 $ 401,876 Tax Receivable Agreement Upon the completion of the Business Combination, the Company entered into 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, to determine the present value, based on a risk-free rate plus a spread , pursuant to the TRA. A rate of 6.48 % w as applied to the forecasted TRA payments as of December 31, 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 $ 66.9 million t hrough 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 Business Combination and subsequent acquisition of Post-Merger Repay Units held by Corsair, pursuant to the Unit Purchase Agreements. See Note 15. Taxation for further discussion on the TRA. Year Ended December 31, ($ in thousands) 2022 2021 2020 Balance at beginning of period $ 245,828 $ 229,228 $ 67,176 Purchases 170 2,491 149,613 Accretion expense 7,806 5,065 2,955 Valuation adjustment ( 74,677 ) 9,044 9,484 Balance at end of period $ 179,127 $ 245,828 $ 229,228 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: December 31, December 31, ($ in thousands) 2022 2021 Furniture, fixtures, and office equipment $ 4,014 $ 2,763 Computers 4,889 3,408 Leasehold improvements 659 431 Total 9,562 6,602 Less: Accumulated depreciation and amortization 5,187 2,801 $ 4,375 $ 3,801 Depreciation expense for property and equipment was $ 2.4 million, $ 1.3 million and $ 1.2 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The Company holds definite and indefinite-lived intangible assets. As of December 31, 2022 , the indefinite-lived intangible assets consist of two trade names, arising from the acquisitions of Hawk Parent and MPI. As of 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. During the year ended December 31, 2022 , the Company recorded an impairment loss of $ 8.1 million related to the write-offs of certain trade names, of which $ 8.1 million and $ 0.0 million of the impairment loss related to the Consumer Payments and Business Payments segments, respectively. The impairment loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations. During the year ended December 31, 2021 , the Company recorded an impairment loss of $ 2.2 million related to the write-offs of certain trade names, of which $ 1.0 million and $ 1.2 million of the impairment loss related to the Consumer Payments and Business Payments segments, respectively. The impairment loss was recognized within Impairment loss in the Company’s Consolidated Statements of Operations. Intangible assets consisted of the following: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Client relationships $ 539,850 $ 137,515 $ 402,335 7.40 Channel relationships 16,240 3,168 13,072 8.06 Software costs 196,890 132,322 64,568 0.99 Non-compete agreements 4,580 4,030 550 0.54 Trade name 20,050 — 20,050 — Balance as of December 31, 2022 $ 777,610 $ 277,035 $ 500,575 5.71 Client relationships $ 539,850 $ 83,014 $ 456,836 8.40 Channel relationships 12,550 1,147 11,403 8.65 Software costs 163,958 83,163 80,795 1.48 Non-compete agreements 4,580 4,060 520 0.88 Trade name 28,140 — 28,140 — Balance as of December 31, 2021 $ 749,078 $ 171,384 $ 577,694 6.79 The Company’s amortization expense for intangible assets was $ 105.4 million, $ 88.4 million and $ 59.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: ($ in thousands) Estimated Future Year Ending December 31, Amortization Expense 2023 $ 92,820 2024 78,797 2025 61,868 2026 55,641 2027 55,941 Thereafter 135,458 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill As discussed in Note 16. Segments, management adjusted the Company’s segment reporting to reflect the Company’s new organizational structure effective December 31, 2022. The Company’s reporting units for goodwill impairment evaluation purposes are the same as its reportable segments. As of the December 31, 2022 change in reporting units, the Company performed a quantitative impairment assessment of the Company’s former reporting unit structure and the new reporting unit structure. The Company allocated goodwill to its reporting units using a relative fair value approach. The Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed as of December 31, 2022. The following table presents changes to goodwill by business segment, for the years ended December 31, 2022 and 2021: ($ in thousands) Consumer Payments Business Payments Total Balance at December 31, 2020 $ 378,577 $ 80,393 $ 458,970 Acquisitions 365,031 1,591 366,622 Measurement period adjustment — ( 11 ) ( 11 ) Other — ( 1,500 ) ( 1,500 ) Balance at December 31, 2021 $ 743,608 $ 80,473 $ 824,081 Measurement period adjustment 3,732 — 3,732 Reallocation ( 138,201 ) 138,201 — Balance at December 31, 2022 $ 609,139 $ 218,674 $ 827,813 During the year ended December 31, 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 goodwill reallocation of $ 138.2 million between the Consumer Payments and Business Payments segments resulted from the relative fair value allocation of the new reporting units structure as of December 31, 2022 . |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. Borrowings Successor Credit Agreement The Company entered into a Revolving Credit and Term Loan Agreement (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, Repay entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize its previous credit agreement from $ 230.0 million to $ 346.0 million. The Successor Credit Agreement was collateralized by substantially all of the Company’s assets, and included qualitative and quantitative covenants, as defined in the Successor Credit Agreement. The Successor Credit Agreement provided for a Term Loan of $ 256.0 million, a Delayed Draw Term Loan of $ 60.0 million, and a Revolving Credit Facility of $ 30.0 million. As of December 31, 2020, the Company had $ 14.4 million drawn against the Delayed Draw Term Loan and had $ 0.0 million drawn against the Revolving Credit Facility. 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 such credit facilities. The Company’s interest expense on the Term Loan totaled $ 11.5 million for the year ended December 31, 2020 . The Company’s interest expense on the line of credit totaled $ 0 and $ 0.1 million for the years ended December 31, 2021 and 2020, respectively. 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 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 facilities by $ 60.0 million to a $ 185.0 million revolving credit facility pursuant to an amendment to the Amended Credit Agreement. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at December 31, 2022. As of December 31, 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 paid $ 0.6 million a nd $ 0.4 million in fees related to unused commitments for the years ended December 31, 2022 and 2021, respectively. The Company’s interest expense on the revolving credit facility total ed $ 0.8 million for the year ended December 31, 2022. 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 initial conversion rate of the 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 year ended December 31, 2022, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes: ($ in thousands) December 31, 2022 December 31, 2021 Non-current indebtedness: Revolving Credit Facility (1) $ 20,000 $ 20,000 Convertible Senior Debt 440,000 440,000 Total borrowings 460,000 460,000 Less: Long-term loan debt issuance cost (2) 8,681 11,515 Total non-current borrowings $ 451,319 $ 448,485 (1) The revolving credit facility bears interest at variable rates, which were 6.63 % and 2.35 % as of December 31, 2022 and December 31, 2021 , respectively. (2) The Company incurred $ 2.8 million, $ 2.5 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the years ended December 31, 2022, 2021 and 2020 , respectively. Following is a summary of principal maturities of the Term Loans outstanding as of December 31, 2022 for each of the next five years ending December 31 and in the aggregate: ($ in thousands) 2023 $ — 2024 — 2025 — 2026 460,000 2027 — $ 460,000 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 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 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. Pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense was $ 1.4 million for the year ended December 31, 2020. 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 of February 10, 2025, the Company will make 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 of February 10, 2025, the counterparty will make 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 $ 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 | 12 Months Ended |
Dec. 31, 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 asset and lease liability. The components of lease costs are presented in the following table: Year Ended December 31, ($ in thousands) 2022 2021 2020 Components of total lease costs: Operating lease costs $ 2,678 $ 2,370 $ 1,746 Short-term lease costs 52 101 48 Variable lease costs — — — Total lease costs $ 2,730 $ 2,471 $ 1,794 Amounts reported in the Consolidated Balance Sheets were as follows: ($ in thousands) December 31, 2022 December 31, 2021 Operating Leases: Right-of-use assets $ 9,847 $ 10,500 Lease liability, current 2,263 1,990 Lease liability, long-term 8,295 9,091 Total lease liabilities $ 10,558 $ 11,081 Weighted-average remaining lease term (in years) 4.7 5.2 Weighted-average discount rate (annualized) 4.5 % 4.3 % Other information related to leases are as follows: Year Ended December 31, ($ in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,592 $ 2,169 $ 1,504 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 2,511 2,438 11,430 The following table presents a maturity analysis of the Company’s operating leases liabilities as of December 31, 2022: ($ in thousands) 2023 $ 2,681 2024 2,499 2025 2,328 2026 2,232 2027 1,410 Thereafter 561 Total undiscounted lease payments 11,711 Less: Imputed interest 1,153 Total lease liabilities $ 10,558 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Related party payables consisted of the following: December 31, December 31, ($ in thousands) 2022 2021 Ventanex accrued earnout liability $ — $ 12,747 CPS accrued earnout liability 1,000 600 Kontrol accrued earnout liability — 850 Payix accrued earnout liability — 2,850 Other payables to related parties — 347 $ 1,000 $ 17,394 The Company incurred transaction costs on behalf of related parties of $ 10.6 million, $ 8.2 million and $ 3.1 million for the years ended December 31, 2022, 2021 and 2020, 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 December 31, 2022 and 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 December 31, 2022 and 2021. The Company owed $ 1.0 million and $ 17.4 million to related parties, in the form of contingent consideration payable to the sellers of Ventanex, CPS, Kontrol and Payix, who were employees of Repay, as of December 31, 2022 and 2021 , respectively. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | 14. Share Based Compensation Omnibus Incentive Plan In connection with the Business Combination, Thunder Bridge shareholders considered and approved the Incentive Plan which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The Incentive Plan became effective immediately upon the closing of the Business Combination. On June 8, 2022, the Company’s shareholders approved an amendment and restatement of the Incentive Plan, which, among other modifications, increased the number of shares available for awards by 6,500,000 , so that the total reserved shares for issuance under the Incentive Plan is 13,826,728 . Under this plan, the Company currently has three types of share-based compensation awards outstanding: PSUs, RSAs and RSUs. RSAs and RSUs The grant date fair value of RSAs and RSUs, which is based on the quoted market value of the Company’s Class A common stock on the grant date, is recognized as share-based compensation expense on a graded vesting basis over the requisite service period. Most RSAs vest in equal annual installments over the requisite service period (which is typically a four-year period). In limited cases, RSAs may vest on the grant date with a one-year holding period. RSUs vest at the first anniversary of the grant date. Restricted shares cannot be sold or transferred until they have vested. Activity for RSAs for the year ended December 31, 2022 is as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,971,245 $ 17.80 Granted 1,337,545 14.22 Forfeited (1)(2) 516,530 17.38 Vested 680,625 15.94 Unvested at December 31, 2022 2,111,635 16.23 Activity for RSUs for the year ended December 31, 2022 is 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 December 31, 2022 108,909 13.22 (1) The forfeited shares include employee terminations during the year ended December 31, 2022 ; further, these forfeited shares are added back to the number 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. PSU The grant date fair value of a PSU, which is based on quoted market value of the Company’s Class A common stock on the grant date and the number of shares expected to be earned according to the level of achievement of performance measures, is recognized on a graded vesting basis over the applicable performance or service period. The performance or service period for awards granted is three years. Activity for PSUs for the year ended December 31, 2022 is as follows: Class A Common Stock (1) Weighted Average Grant Date Fair Value Unvested at December 31, 2021 498,363 $ 20.16 Granted 390,227 16.72 Forfeited 254,567 17.32 Vested — — Unvested at December 31, 2022 634,023 19.19 (1) Represent shares to be paid out at target level. The following table summarized share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards: Year Ended December 31, ($ in millions) 2022 2021 2020 Share-based compensation expense $ 20.3 $ 22.3 $ 19.4 Income tax benefit 2.1 3.4 0.5 Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $ 21.0 million as of December 31, 2022 , which is expected to be recognized as expense over the weighted-average period of 1.58 years. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 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 components of loss before income taxes are as follows: Year Ended December 31, ($ in thousands) 2022 2021 2020 Domestic $ 13,305 $ ( 87,353 ) $ ( 129,267 ) Foreign 1,610 625 ( 457 ) Income (loss) before income tax expense (benefit) $ 14,915 $ ( 86,728 ) $ ( 129,724 ) The Company recorded a provision for income tax as follows: Year Ended December 31, ($ in thousands) 2022 2021 2020 Current expense Federal $ 1,300 $ 35 $ — State 263 2 — Foreign 419 — — Total current expense $ 1,982 $ 37 $ — Deferred expense Federal $ 1,421 $ ( 18,113 ) $ ( 10,524 ) State 2,755 ( 12,800 ) ( 1,709 ) Foreign 16 185 ( 125 ) Total deferred expense (benefit) 4,192 ( 30,728 ) ( 12,358 ) Income tax expense (benefit) $ 6,174 $ ( 30,691 ) $ ( 12,358 ) A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2022 2021 2020 Federal income tax expense 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.8 % 5.2 % 1.3 % Income attributable to noncontrolling interest 5.8 % ( 1.4 %) ( 1.8 %) Excess tax benefit related to share-based compensation 5.6 % 0.6 % 0.4 % Change in fair value of warrant liabilities 0.0 % 0.0 % ( 11.5 %) Change in fair value of contingent consideration ( 4.0 %) 0.0 % 0.0 % Foreign rate differential 1.4 % 0.0 % 0.0 % R&D credit - Federal ( 4.8 %) 0.0 % 0.0 % Provision to return - Federal ( 3.8 %) 0.0 % 0.0 % State rate change impact on deferred taxes 19.0 % 9.5 % 0.0 % Other, net 0.5 % 0.5 % 0.1 % Effective tax rate 41.4 % 35.4 % 9.5 % The Company’s effective tax rate was 41.4 %, 35.4 % and 9.5 % for the years ended December 31, 2022, 2021 and 2020, respectively. The comparison of the Company’s effective tax rate to the U.S. statutory tax rate of 21 % was primarily influenced by the fact that the Company is not liable for the income taxes on the portion of Hawk Parent’s earnings that are attributable to noncontrolling interests. Further, the comparison is reflective of the effect of remeasuring net deferred tax assets for state tax rate changes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) December 31, 2022 December 31, 2021 Deferred tax assets Tax Credits $ 3,140 $ 1,547 Section 163(j) Limitation Carryover 354 27 Acquisition Costs 313 348 Federal Net Operating Losses 31,160 25,284 State Net Operating Losses 6,308 4,908 Foreign Net Operating Losses — 17 Other Assets 66 6,795 Partnership basis tax differences 126,806 130,440 Total deferred tax asset 168,147 169,366 Valuation allowance ( 15,468 ) ( 16,394 ) Total deferred tax asset, net of valuation allowance 152,679 152,972 Deferred tax liabilities Other intangibles - Payix ( 6,230 ) ( 7,712 ) Other liabilities ( 10,079 ) — Total deferred tax liabilities ( 16,309 ) ( 7,712 ) Net deferred tax assets $ 136,370 $ 145,260 As a result of the finalization of 2021 income tax returns and Post-Merger Repay Unit exchanges during the year ended December 31, 2022 , the Company recognized a reduction of the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $ 0.9 million, compared to a reduction of $ 19.2 million as a result of equity offerings by the Company, BillingTree acquisition and Post-Merger Repay unit exchanges during the year ended December 31, 2021, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under Internal Revenue Code (the “Code”) sec. 704(c). 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 of December 31, 2022 . As such, a 100 % valuation allowance was recognized. As of December 31, 2022 , the Company had net tax effected federal and state (net of federal benefit) net operating losses (“NOLs”) of $ 37.5 million, of which approximately $ 32.8 million have an indefinite life. NOLs of approximately $ 4.5 million and $ 0.2 million will begin to expire in 2034 and 2028 , respectively. As of December 31, 2022 , the Company had federal and state tax credit carryforwards of $ 2.2 million and $ 0.9 million, respectively, which will begin to expire in 2037 and 2034 . The Company believes as of December 31, 2022 , based on the weight of all positive and negative evidence, it is more likely than not that the results of future operations will generate sufficient taxable income to realize the NOLs and tax credits and, as such, no valuation allowance was recorded. No uncertain tax positions existed as of December 31, 2022. Tax Receivable Agreement Liability Pursuant to our election under Section 754 of the Code, we expect to obtain an increase in our 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 our 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 our 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 Repay. 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 December 31, 2022, the Company had a liability of $ 179.1 million related to its projected obligations under the TRA, which is captioned as the tax receivable agreement liability in the Company’s Consolidated Balance Sheets. The decrease of $ 66.7 million in the TRA liability for the year ended December 31, 2022 , was primarily a result of the change in the Early Termination Rate. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | 16. Segments Effective on December 31, 2022, the Company reorganized its business structure around two operating segments based on review of discrete financial results for each of the operating segments by the Company’s chief operating decision maker (“CODM”), for performance assessment and resource allocation purposes. Each of the Company’s operating segments represents a reportable segment based on ASC 280, Segment Reporting . The Company’s two reportable segments are as follows: (1) Consumer Payments and (2) Business Payments. Prior year amounts have been reclassified to conform to the current presentation. The following table presents revenue and gross profit for each reportable segment. Year Ended December 31, ($ in thousand) 2022 2021 2020 Revenue Consumer Payments $ 248,191 $ 194,044 $ 140,844 Business Payments 42,600 33,818 20,620 Elimination of intersegment revenues (1) ( 11,564 ) ( 8,604 ) ( 6,428 ) Total revenue $ 279,227 $ 219,258 $ 155,036 Gross profit (2) Consumer Payments $ 195,542 $ 148,614 $ 106,016 Business Payments 30,423 23,764 14,001 Elimination of intersegment revenues ( 11,564 ) ( 8,604 ) ( 6,428 ) Total gross profit $ 214,401 $ 163,774 $ 113,589 Total other operating expenses (3) $ 261,602 $ 217,771 $ 145,599 Total other income (expense) 62,116 ( 32,731 ) ( 97,714 ) Income (loss) before income tax (expense) benefit 14,915 ( 86,728 ) ( 129,724 ) Income tax (expense) benefit ( 6,174 ) 30,691 12,358 Net income (loss) $ 8,741 $ ( 56,037 ) $ ( 117,366 ) (1) Represents intercompany eliminations between segments for consolidation purpose. (2) Represents revenue less costs of services. (3) Represents total operating expenses less costs of services. Revenue and costs of services are attributed directly to each segment. There is no significant concentration of revenue or assets in foreign countries as of December 31, 2022. The CODM reporting package does not include discrete asset details of the operating segments as this information is not considered by the CODM for resource allocation or other segment analysis purposes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Management has evaluated subsequent events and their potential effects on these consolidated financial statements. On February 15, 2023, the Company sold Blue Cow Software, LLC for a sale price of $ 41.0 million. On February 28, 2023, the Company repaid in full the entire amount of $ 20.0 million of the outstanding revolving credit facility. The undrawn capacity of the existing revolving credit facility under the Amended Credit Agreement became $ 185.0 million after the repayment. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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 (“Blue Cow”), 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 consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States of America (“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. |
Segment Reporting | Segment Reporting Effective December 31, 2022, the Company revised the presentation of segment information to reflect changes in the way the Company manages and evaluates the business. Therefore, the Company now reports operating results through two reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 16. Segments. Accordingly, segment information for the comparable prior year periods has been revised. There are no significant concentrations by state or geographical location, nor are there any significant individual client concentrations by balance. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposit accounts, and short‑term investments with original maturities of three months or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. |
Restricted Cash | Restricted Cash Restricted cash consists of funds required to serve as security for services rendered by a service provider under a service provider agreement. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts due from clients and payment processors for services rendered. The Company has an established process for aging, provisioning and writing-off its uncollectible accounts receivable. Within this process the Company aggregates accounts receivable to the pools of receivables of similar risk characteristics. The allowance for credit losses on accounts receivables is estimated based on how long a receivable has been outstanding (e.g., under 30 days, 30–60 days, etc.). For accounts receivable outstanding more than 90 days, the Company evaluates and assesses whether the loss reserve percentage requires adjustment for reasonable and supportable forecast of relevant economic factors. As of December 31, 2022 , the Company’s estimated credit losses on accounts receivable was immaterial. |
Concentration of Credit Risk | Concentration of Credit Risk The Company is highly diversified, and no single client represents greater than 10 % of the business on a volume or profit basis. |
Earnings per Share | Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income attributable to the Company, by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements, including the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards, outstanding ESPP (“Employee Stock Purchase Program”) purchase rights, and the Company’s Convertible Senior Notes due 2026 (“2026 Notes”). |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and includes expenditures which substantially increase the useful lives of existing property and equipment. Maintenance, repairs, and minor renovations are charged to operations as incurred. When property and equipment is retired or otherwise disposed of, the related costs and accumulated depreciation are removed from their respective accounts, and any gain or loss on the disposition is credited or charged to operations. The Company provides for depreciation of property and equipment using the straight-line method designed to amortize costs over estimated useful lives as follows: Estimated Useful Life Furniture, fixtures, and office equipment 5 years Computers 3 years Leasehold improvements 5 years The Company evaluates the recoverability of property and equipment at least annually or whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts. If the carrying amount of property and equipment is determined not to be recoverable, a write-down to fair value is recorded. No impairments were recognized for the years ended December 31, 2022, 2021 and 2020 . |
Intangible Assets | Intangible Assets Intangible assets consist of internal-use software development costs, purchased software, channel relationships, client relationships, certain key personnel non-compete agreements, and trade names. The Company capitalizes internal-use software development costs when the Company has completed the preliminary project stage, management authorizes the project, management commits to funding the project, it is probable the project will be completed and the project will be used to perform the function intended. The Company is amortizing internal-use software development costs and purchased software on the straight‑line method over a three-year estimated useful life, a ten-year estimated useful life for channel and client relationships, and an estimated useful life for non-compete agreements equal to the term of the agreement. Trade names are determined to have an indefinite useful life. The Company evaluates the recoverability of intangible assets at least annually or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from assumed and estimated amounts. During the year ended December 31, 2022 , the Company recognized impairments of $ 8.1 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included BillingTree, Kontrol and Payix. During the year ended December 31, 2021, the Company recognized impairments of $ 2.2 million related to write-offs of certain trade names, as the Company strategically phased out the trade names of several acquired business, which included TriSource, APS, Ventanex, cPayPlus and CPS. No impairments were recognized for the year ended December 31, 2020 . |
Goodwill | Goodwill Goodwill represents the excess of purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the operating segment level or one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Relative fair value is estimated using a discounted cash flow analysis. The Company performs a qualitative goodwill assessment at the reporting unit level at least annually, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Factors considered in the Company’s qualitative assessment include financial performance, financial forecasts, macroeconomic conditions, industry and market conditions, cost factors, market capitalization, carrying value, and events affecting the reporting units. If, after considering all relevant events and circumstances, the Company determines it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then it is necessary to perform a quantitative impairment test. If the Company elects to bypass the qualitative analysis, or concludes from the Company’s qualitative analysis that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed by comparing the fair value of each reporting unit with its carrying amount. If the fair value is greater than the carrying amount, then the reporting unit’s goodwill is deemed not to be impaired. If the fair value is less than the carrying amount, an impairment loss is recognized for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. The Company determined that no impairment of goodwill existed as of the last testing date, December 31, 2022. Future impairment reviews may require write downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write downs occur. |
Revenue | Revenue Repay provides integrated payment processing solutions to niche markets that have specific transaction processing needs; for example, personal loans, automotive loans, and receivables management. The Company contracts with its clients through contractual agreements that set forth the general terms and conditions of the service relationship, including rights of obligations of each party, line item pricing, payment terms and contract duration. Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. As our clients process increased volumes of payments, our revenues increase as a result of the fees we charge for processing these payments. The Company’s performance obligation in its contracts with clients is the promise to stand-ready to provide front-end authorization and back-end settlement payment processing services ("processing services") for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the client’s use (e.g., number of transactions submitted and processed) of the related processing services. Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to perform processing services is substantially the same each day and has the same pattern of transfer to the client, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees and other fixed per transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed. Revenues are also derived from transaction or service fees (e.g. chargebacks, gateway) as well as other miscellaneous service fees. These services are considered immaterial in the overall context of our contractual arrangements and, as such, do not represent distinct performance obligations. Instead, the fees associated with these services are bundled with the processing services performance obligation identified. The transaction price for such processing services is determined, based on the judgment of the Company’s management, considering factors such as margin objectives, pricing practices and controls, client segment pricing strategies, the product life cycle and the observable price of the service charged to similarly situated clients. The Company follows the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations , in determining the gross versus net revenue presentation for each performance obligation in the contract with a client. Revenue recorded by the Company in the capacity as a principal is reported on a gross basis equal to the full amount of consideration to which the Company expects in exchange for the good or service transferred. Revenue recorded with the Company acting in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction. The principal versus agent evaluation is matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether the Company controls the good or service before it is transferred to the client or whether the Company is acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. When the Company acts as an agent, the fees collected from clients on behalf of the payment networks and card issuer is netted with the gross fees collected so that the net revenue is presented within Revenue in the Consolidated Statements of Operations. Indirect relationships As a result of its past acquisitions, the Company has legacy relationships with Independent Sales Organizations (each an “ISO”), whereby the Company acts as the merchant acquirer for the ISO. The ISO maintains a direct relationship with the sponsor bank and the transaction processor, rather than the Company. Consequently, the Company recognizes revenue for these relationships net of the residual amount remitted to the ISO, based on the fact that the ISO is primarily responsible for providing the transaction processing services to the merchant. The Company is not focused on this sales model, and this relationship will represent an increasingly smaller portion of the business over time. Software Revenue As a result of the acquisition of BillingTree, the Company has acquired a software revenue stream. Software revenue is presented within Revenue in the Consolidated Statements of Operations. Software revenue consists of term license fees related to software products, and software maintenance and support (“PCS”). Clients typically enter into software contracts for contractual terms of three to twelve months. The term license and PCS are each distinct performance obligations. The total consideration in the contract is allocated based on management’s assessment of the relative standalone selling price for each performance obligation. The Company determines the standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by making use of all reasonably available data such as market conditions, type of deliverable, information about the client, current and historical pricing practices and entity-specific factors such as labor hours and standard rates per labor hour. Revenue is recognized when the related performance obligations are satisfied. Revenue from the term license is recognized at a point in time, upon delivery to the client. Revenue from PCS is recognized over the term of the contract. When the Company receives an up-front deposit, the revenue is deferred until such a time that the term license or PCS is provided to the client. Deferred revenue is expected to be recognized as revenue within one year and is classified within Other current liabilities in the Consolidated Balance Sheets. Contract Costs The incremental costs of obtaining a contract are recognized as an asset if the cost is incremental to obtaining a contract, and whether the costs are recoverable from the client. If both criteria are not met, costs are expensed as incurred. If the amortization period of the capitalized commission cost asset is less than one year, the Company may elect a practical expedient per ASC 340-40-25-4 to expense commissions as incurred. The amortization period is consistent with the concept of useful life under other accounting guidance, which is defined as the period over which an asset is expected to contribute directly or indirectly to future cash flows. The Company currently incurs costs to obtain a contract through payments made to external referral partners. Commission payments are made to the external referral partner on a monthly basis based on a percentage of the profit on the contract, for as long as the client and the external referral partner have agreements with the Company. Any capitalized commission cost assets have an amortization period of one year or less, therefore the Company utilizes the practical expedient to expense commissions as incurred. Costs to fulfill contracts with clients either give rise to an asset or are expensed as incurred. If the cost is not already covered by other applicable accounting literature, fulfillment costs are capitalized to the extent they directly relate to a specific contract, are used to generate or enhance resources used in satisfying performance obligations and are expected to be recovered. The Company does not have any costs incurred to fulfill a contract. Practical Expedients The Company has utilized the portfolio approach practical expedient per ASC 606-10-10-4, which allows the application of ASC 606 to a portfolio of contracts with similar characteristics provided the accounting does not differ materially to application of ASC 606 to the individual contract. The Company has also utilized the practical expedient for immaterial goods and services per ASC 606-10-25-16A, which permits the Company not to recognize a promised good or service as a performance obligation if it is considered an immaterial promise in the context of the contract. |
Transaction Costs | Transaction Costs The Company expenses all transaction costs associated with a business combination as incurred and such expenses are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020 , the Company incurred $ 13.7 million, $ 9.3 million and $ 4.2 million transaction costs, respectively. |
Equity Units Awarded | Equity Units Awarded The Repay Holdings Corporation 2019 Omnibus Incentive Plan (as amended, the “Incentive Plan”) provides for the grant of various equity-based incentive awards to employees, directors, consultants and advisors to the Company. The types of equity-based awards that may be granted under the Incentive Plan include: stock options, stock appreciation rights (“SARs”), performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and other stock-based awards. As of December 31, 2022 , there were 13,826,728 shares of Class A common stock reserved for issuance under the Incentive Plan. The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. PSUs, RSAs and RSUs granted under the Incentive Plan are measured based on the fair value of the awards on the date of the grant. Compensation expense is recognized for those awards over the requisite service period within Selling, general, and administrative in the Consolidated Statements of Operations. Forfeitures are accounted for as they occur. |
Debt Issuance Costs | Debt Issuance Costs The Company accounts for debt issuance costs according to the Financial Accounting Standards Board Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs , to present debt issuance costs as a reduction of the carrying amount of the debt. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures , which defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. • Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets. The carrying value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values as of December 31, 2022, and 2021 , because of the relatively short maturity dates on these instruments. See Note 6. Fair Value of Assets and Liabilities for further discussion. |
Leases | Leases The Company evaluates each of its lease and service arrangements at inception to determine if the arrangement is, or contains, a lease and the appropriate classification of each identified lease. A lease exists if the Company obtains substantially all of the economic benefits of, and has the right to control the use of, an asset for a period of time. The Company has operating leases for real estate. Operating leases with an original lease term in excess of twelve months are included in Other assets and Other liabilities in the Consolidated Balance Sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate to calculate the present value of lease payments. Lease terms consider options to extend or terminate based on the determination of whether such renewal or termination options are deemed reasonably certain. Lease agreements that contain non-lease components are generally accounted for as a single lease component. Operating lease costs are recorded in Selling, general and administrative in the Consolidated Statements of Operations based on the underlying asset. Variable costs, such as maintenance expenses, property and sales taxes, association dues and index-based rate increases, are expensed as they are incurred. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expenses in Selling, general and administrative in the Consolidated Statements of Operations. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases of all applicable class of underlying assets that have a lease term of twelve months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. ROU assets for operating leases are periodically reduced by impairment losses. As of December 31, 2022 , the Company has not encountered any impairment losses. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in gain or loss in the Consolidated Statements of Operations. |
Taxation | Taxation Income taxes are provided for in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to net operating losses, tax credits, and temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reports a liability or a reduction of deferred tax assets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. When applicable, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Noncontrolling Interest | Noncontrolling Interest As of December 31, 2022, 2021, and 2020 the Company held an interest of 92.0 %, 91.9 %, and 89.8 % in Hawk Parent, respectively. For the years ended December 31, 2022, 2021, and 2020, the noncontrolling interest in the net loss of subsidiaries was $ 4.1 million , $ 6.0 million, and $ 11.8 million, respectively. |
Contingent Consideration | Contingent Consideration The Company estimates and records the acquisition date estimated fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration, and any change in fair value is recognized in the Consolidated Statements of Operations. An increase in the contingent consideration expected to be paid will result in a charge to operations in the period that the anticipated fair value of contingent consideration increases, while a decrease in the contingent consideration expected to be paid will result in a credit to operations in the period that the anticipated fair value of contingent consideration decreases. The estimate of the fair value of contingent consideration requires subjective assumptions to be made of future operating results, discount rates, and probabilities assigned to various potential operating result scenarios. |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements not yet Adopted Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”)”, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by the transition away from LIBOR to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “ Reference Rate Reform (Topic 848): Scope ”, to expand the scope of this guidance to include derivatives. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, “ Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ”, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022, to December 31, 2024. The Company will apply the guidance to impacted transactions during the transition period. The adoption of this standard does not have a material impact on the Company’s Consolidated Financial Statements. Business Combinations In August 2021, the FASB issued ASU 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Property and Equipment | The Company provides for depreciation of property and equipment using the straight-line method designed to amortize costs over estimated useful lives as follows: Estimated Useful Life Furniture, fixtures, and office equipment 5 years Computers 3 years Leasehold improvements 5 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents the Company’s revenue disaggregated by segment and by the type of relationship for the years ended December 31, 2022, 2021, and 2020. Year Ended December 31, 2022 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 234,905 $ 41,610 $ ( 11,564 ) $ 264,951 Indirect relationships 13,286 990 — 14,276 Total Revenue $ 248,191 $ 42,600 $ ( 11,564 ) $ 279,227 Year Ended December 31, 2021 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 189,019 $ 32,837 $ ( 8,604 ) $ 213,252 Indirect relationships 5,025 981 — 6,006 Total Revenue $ 194,044 $ 33,818 $ ( 8,604 ) $ 219,258 Year Ended December 31, 2020 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 138,718 $ 19,957 $ ( 6,428 ) $ 152,247 Indirect relationships 2,126 663 — 2,789 Total Revenue $ 140,844 $ 20,620 $ ( 6,428 ) $ 155,036 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding | The following table summarizes net loss attributable to the Company and the weighted average basic and diluted shares outstanding: Year Ended December 31, ($ in thousands, except per share data) 2022 2021 2020 Income (loss) before income tax expense $ 14,915 $ ( 86,728 ) $ ( 129,724 ) Less: Net loss attributable to non-controlling interests ( 4,095 ) ( 5,953 ) ( 11,769 ) Income tax (expense) benefit ( 6,174 ) 30,691 12,358 Net income (loss) attributable to the Company $ 12,836 $ ( 50,084 ) $ ( 105,597 ) Weighted average shares of Class A common stock outstanding - basic 88,792,453 83,318,189 52,180,911 Add weighted average effect of dilutive common stock equivalent shares: Post-Merger Repay Units exchangeable for Class A common stock 7,892,176 Unvested restricted share awards of Class A common stock 890,309 Outstanding ESPP purchase rights for Class A common stock 1,554 2026 Notes convertible into Class A common stock 13,095,238 Weighted average shares of Class A common stock outstanding - diluted 110,671,731 83,318,189 52,180,911 Income (loss) per share of Class A common stock outstanding - basic $ 0.14 $ ( 0.60 ) $ ( 2.02 ) Income (loss) per share of Class A common stock outstanding - diluted $ 0.12 $ ( 0.60 ) $ ( 2.02 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the years ended December 31, 2021 and 2020, 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: Year Ended December 31, 2021 2020 Post-Merger Repay Units exchangeable for Class A common stock 7,926,576 8,334,160 Unvested restricted share awards of Class A common stock 2,515,634 2,209,551 2026 Notes convertible for Class A common stock 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,537,448 10,543,711 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Summary of Pro Forma Financial Information | The supplemental consolidated results of the Company on an unaudited pro forma basis give effect to Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix acquisitions as if the transactions had occurred on January 1, 2020. 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. ($ in thousands, except per share data) Pro Forma Year Ended December 31, 2021 Pro Forma Year Ended December 31, 2020 Revenue $ 257,014 $ 234,656 Net loss ( 54,627 ) ( 120,849 ) Net loss attributable to non-controlling interests ( 5,813 ) ( 12,793 ) Net loss attributable to the Company ( 48,814 ) ( 108,056 ) Loss per Class A share - basic $ ( 0.56 ) $ ( 1.74 ) Loss per Class A share - diluted $ ( 0.56 ) $ ( 1.74 ) |
Ventanex | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the selling members of Ventanex: ($ in thousands) Cash consideration $ 35,939 Contingent consideration (1) 4,800 Total purchase price $ 40,739 (1) Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent earnout right to receive a payment of up to $ 14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021. In February 2021 and April 2022, the Company paid the Ventanex Earnout Payment of $ 0.9 million and $ 12.7 million, respectively. |
Summary of Preliminary and Final Purchase Allocation | The Company recorded an allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 51 Accounts receivable 1,377 Prepaid expenses and other current assets 181 Total current assets 1,609 Property, plant and equipment, net 138 Restricted cash 428 Identifiable intangible assets 26,890 Total identifiable assets acquired 29,065 Accounts payable ( 152 ) Accrued expenses ( 373 ) Net identifiable assets acquired 28,540 Goodwill 12,199 Total purchase price $ 40,739 |
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 $ 0.1 5 Trade names 0.4 Indefinite Developed technology 4.1 3 Merchant relationships 22.3 10 $ 26.9 |
cPayPlus | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the selling members of cPayPlus: ($ in thousands) Cash consideration $ 7,957 Contingent consideration (1) 6,500 Total purchase price $ 14,457 (1) Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earnout right to receive a payment of up to $ 8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. In September, 2021, the Company paid the cPayPlus Earnout Payment of $ 8.0 million. |
Summary of Preliminary and Final Purchase Allocation | The Company recorded an allocation of the purchase price to cPayPlus’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 262 Accounts receivable 165 Prepaid expenses and other current assets 38 Total current assets 465 Property, plant and equipment, net 21 Identifiable intangible assets 7,720 Total identifiable assets acquired 8,206 Accounts payable ( 99 ) Accrued expenses ( 363 ) Net identifiable assets acquired 7,744 Goodwill 6,713 Total purchase price $ 14,457 |
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 $ 0.1 5 Trade names 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.8 10 $ 7.7 |
CPS Payment Services | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the selling members of CPS: ($ in thousands) Cash consideration $ 83,887 Contingent consideration (1) 4,500 Total purchase price $ 88,387 (1) Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $ 15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of December 31, 2022, the fair value of the CPS earnout was $ 1.0 million, which resulted in a $ 0.4 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . |
CPS Payment Services LLC and Media Payments, LLC | |
Business Acquisition [Line Items] | |
Summary of Preliminary and Final Purchase Allocation | The Company recorded an allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The purchase price allocation is as follows: ($ in thousands) CPS MPI Cash and cash equivalents $ 1,667 $ 2,098 Accounts receivable 2,810 5,557 Prepaid expenses and other current assets 2,616 935 Total current assets 7,093 8,590 Property, plant and equipment, net 19 3 Restricted cash — 35 Identifiable intangible assets 30,830 7,110 Total identifiable assets acquired 37,942 15,738 Accounts payable ( 2,004 ) ( 4,496 ) Accrued expenses ( 2,143 ) — Net identifiable assets acquired 33,795 11,242 Goodwill 40,748 2,602 Total purchase price $ 74,543 $ 13,844 |
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 (in millions) Useful life Identifiable intangible assets CPS MPI (in years) Non-compete agreements $ 0.1 $ 0.1 4 Trade names 0.5 0.1 Indefinite Developed technology 7.2 0.7 3 Merchant relationships 23.0 6.3 10 $ 30.8 $ 7.2 |
Billing Tree | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the seller of BillingTree: ($ in thousands) Cash consideration $ 277,521 Class A common stock issued 228,250 Total purchase price $ 505,771 |
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: ($ in thousands) Cash and cash equivalents $ 8,244 Accounts receivable 4,627 Prepaid expenses and other current assets 1,602 Total current assets 14,473 Property, plant and equipment, net 541 Restricted cash 275 Other assets 1,782 Identifiable intangible assets 236,810 Total identifiable assets acquired 253,881 Accounts payable ( 2,552 ) Accrued expenses and other liabilities ( 6,983 ) Deferred tax liability ( 36,095 ) Net identifiable assets acquired 208,251 Goodwill 297,520 Total purchase price $ 505,771 |
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: ($ in thousands) Cash consideration $ 7,439 Contingent consideration (1) 500 Total purchase price $ 7,939 (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 Kontr ol Purchase Agreement. As of December 31, 2022 , the fair value of the Kontrol earnout was $ 0 , which resulted in a ($ 0.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . |
Summary of Preliminary and Final Purchase Allocation | 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: ($ in thousands) Accounts receivable $ 68 Prepaid expenses and other current assets 6 Total current assets 74 Identifiable intangible assets 6,940 Total identifiable assets acquired 7,014 Accounts payable ( 665 ) Net identifiable assets acquired 6,349 Goodwill 1,590 Total purchase price $ 7,939 |
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 purchase consideration paid to the sellers of Payix: ($ in thousands) Cash consideration $ 95,628 Contingent consideration (1) 2,850 Total purchase price $ 98,478 (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 contingent 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 December 31, 2022 , the fair value of the Payix earnout was $ 0 , which resulted in a ($ 2.9 ) million ad justment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . |
Summary of Preliminary and Final Purchase Allocation | The Company recorded an 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 purchase price allocation is as follows: ($ in thousands) Cash and cash equivalents $ 703 Accounts receivable 1,715 Prepaid expenses and other current assets 94 Total current assets 2,512 Property, plant and equipment, net 83 Restricted cash 27 Other assets 656 Identifiable intangible assets 33,150 Total identifiable assets acquired 36,428 Accounts payable ( 214 ) Accrued expenses and other liabilities ( 2,023 ) Deferred tax liability ( 6,944 ) Net identifiable assets acquired 27,247 Goodwill 71,231 Total purchase price $ 98,478 |
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 $ 0.3 Indefinite Developed technology 12.4 3 Merchant relationships 20.5 10 $ 33.2 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 estimated fair values of our 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. December 31, 2022 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Other assets — 2,500 — 2,500 Total assets $ — $ 2,500 $ — $ 2,500 Liabilities: Contingent consideration $ — $ — $ 1,000 $ 1,000 Borrowings — 344,280 — 344,280 Tax receivable agreement — — 179,127 179,127 Total liabilities $ — $ 344,280 $ 180,127 $ 524,407 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Other assets — 2,500 — 2,500 Total assets $ — $ 2,500 $ — $ 2,500 Liabilities: Contingent consideration $ — $ — $ 17,047 $ 17,047 Borrowings — 401,876 — 401,876 Tax receivable agreement — — 245,828 245,828 Total liabilities $ — $ 401,876 $ 262,875 $ 664,751 |
Schedule of Carrying Value and Estimated Fair Value of Borrowings | The following table provides the carrying value and estimated fair value of borrowings. See Note 10. Borrowings for further discussion. December 31, 2022 December 31, 2021 ($ in thousands) Carrying value Fair value Carrying value Fair value Revolving credit facility $ 18,177 $ 20,000 $ 19,210 $ 20,000 2026 Notes 433,142 324,280 429,275 381,876 Total $ 451,319 $ 344,280 $ 448,485 $ 401,876 |
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. Business Combinations for more details. Year Ended December 31, ($ in thousands) 2022 2021 Balance at beginning of period $ 17,047 $ 15,800 Measurement period adjustment — Purchases — 4,350 Payments ( 12,747 ) ( 8,949 ) Valuation adjustment ( 3,300 ) 5,846 Balance at end of period $ 1,000 $ 17,047 |
Tax Receivable Agreement | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition of Post-Merger Repay Units held by Corsair, pursuant to the Unit Purchase Agreements. See Note 15. Taxation for further discussion on the TRA. Year Ended December 31, ($ in thousands) 2022 2021 2020 Balance at beginning of period $ 245,828 $ 229,228 $ 67,176 Purchases 170 2,491 149,613 Accretion expense 7,806 5,065 2,955 Valuation adjustment ( 74,677 ) 9,044 9,484 Balance at end of period $ 179,127 $ 245,828 $ 229,228 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, December 31, ($ in thousands) 2022 2021 Furniture, fixtures, and office equipment $ 4,014 $ 2,763 Computers 4,889 3,408 Leasehold improvements 659 431 Total 9,562 6,602 Less: Accumulated depreciation and amortization 5,187 2,801 $ 4,375 $ 3,801 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Assets | Intangible assets consisted of the following: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Client relationships $ 539,850 $ 137,515 $ 402,335 7.40 Channel relationships 16,240 3,168 13,072 8.06 Software costs 196,890 132,322 64,568 0.99 Non-compete agreements 4,580 4,030 550 0.54 Trade name 20,050 — 20,050 — Balance as of December 31, 2022 $ 777,610 $ 277,035 $ 500,575 5.71 Client relationships $ 539,850 $ 83,014 $ 456,836 8.40 Channel relationships 12,550 1,147 11,403 8.65 Software costs 163,958 83,163 80,795 1.48 Non-compete agreements 4,580 4,060 520 0.88 Trade name 28,140 — 28,140 — Balance as of December 31, 2021 $ 749,078 $ 171,384 $ 577,694 6.79 |
Schedule of Estimated Amortization Expense | The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: ($ in thousands) Estimated Future Year Ending December 31, Amortization Expense 2023 $ 92,820 2024 78,797 2025 61,868 2026 55,641 2027 55,941 Thereafter 135,458 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents changes to goodwill by business segment, for the years ended December 31, 2022 and 2021: ($ in thousands) Consumer Payments Business Payments Total Balance at December 31, 2020 $ 378,577 $ 80,393 $ 458,970 Acquisitions 365,031 1,591 366,622 Measurement period adjustment — ( 11 ) ( 11 ) Other — ( 1,500 ) ( 1,500 ) Balance at December 31, 2021 $ 743,608 $ 80,473 $ 824,081 Measurement period adjustment 3,732 — 3,732 Reallocation ( 138,201 ) 138,201 — Balance at December 31, 2022 $ 609,139 $ 218,674 $ 827,813 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | The following table summarizes the total borrowings under the Amended Credit Agreement and 2026 Notes: ($ in thousands) December 31, 2022 December 31, 2021 Non-current indebtedness: Revolving Credit Facility (1) $ 20,000 $ 20,000 Convertible Senior Debt 440,000 440,000 Total borrowings 460,000 460,000 Less: Long-term loan debt issuance cost (2) 8,681 11,515 Total non-current borrowings $ 451,319 $ 448,485 (1) The revolving credit facility bears interest at variable rates, which were 6.63 % and 2.35 % as of December 31, 2022 and December 31, 2021 , respectively. (2) The Company incurred $ 2.8 million, $ 2.5 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Summary of Principal Maturities of Long-term Debt | Following is a summary of principal maturities of the Term Loans outstanding as of December 31, 2022 for each of the next five years ending December 31 and in the aggregate: ($ in thousands) 2023 $ — 2024 — 2025 — 2026 460,000 2027 — $ 460,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Components of Lease Cost | The components of lease costs are presented in the following table: Year Ended December 31, ($ in thousands) 2022 2021 2020 Components of total lease costs: Operating lease costs $ 2,678 $ 2,370 $ 1,746 Short-term lease costs 52 101 48 Variable lease costs — — — Total lease costs $ 2,730 $ 2,471 $ 1,794 |
Schedule of Operating Lease and Supplemental Information | Amounts reported in the Consolidated Balance Sheets were as follows: ($ in thousands) December 31, 2022 December 31, 2021 Operating Leases: Right-of-use assets $ 9,847 $ 10,500 Lease liability, current 2,263 1,990 Lease liability, long-term 8,295 9,091 Total lease liabilities $ 10,558 $ 11,081 Weighted-average remaining lease term (in years) 4.7 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: Year Ended December 31, ($ in thousands) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,592 $ 2,169 $ 1,504 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 2,511 2,438 11,430 |
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 December 31, 2022: ($ in thousands) 2023 $ 2,681 2024 2,499 2025 2,328 2026 2,232 2027 1,410 Thereafter 561 Total undiscounted lease payments 11,711 Less: Imputed interest 1,153 Total lease liabilities $ 10,558 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following: December 31, December 31, ($ in thousands) 2022 2021 Ventanex accrued earnout liability $ — $ 12,747 CPS accrued earnout liability 1,000 600 Kontrol accrued earnout liability — 850 Payix accrued earnout liability — 2,850 Other payables to related parties — 347 $ 1,000 $ 17,394 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Outstanding Performance Stock Units Activity, Restricted Stock Awards and Restricted Stock Units | Activity for RSAs for the year ended December 31, 2022 is as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2021 1,971,245 $ 17.80 Granted 1,337,545 14.22 Forfeited (1)(2) 516,530 17.38 Vested 680,625 15.94 Unvested at December 31, 2022 2,111,635 16.23 Activity for RSUs for the year ended December 31, 2022 is 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 December 31, 2022 108,909 13.22 (1) The forfeited shares include employee terminations during the year ended December 31, 2022 ; further, these forfeited shares are added back to the number 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. PSU The grant date fair value of a PSU, which is based on quoted market value of the Company’s Class A common stock on the grant date and the number of shares expected to be earned according to the level of achievement of performance measures, is recognized on a graded vesting basis over the applicable performance or service period. The performance or service period for awards granted is three years. Activity for PSUs for the year ended December 31, 2022 is as follows: Class A Common Stock (1) Weighted Average Grant Date Fair Value Unvested at December 31, 2021 498,363 $ 20.16 Granted 390,227 16.72 Forfeited 254,567 17.32 Vested — — Unvested at December 31, 2022 634,023 19.19 (1) Represent shares to be paid out at target level. |
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: Year Ended December 31, ($ in millions) 2022 2021 2020 Share-based compensation expense $ 20.3 $ 22.3 $ 19.4 Income tax benefit 2.1 3.4 0.5 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | The components of loss before income taxes are as follows: Year Ended December 31, ($ in thousands) 2022 2021 2020 Domestic $ 13,305 $ ( 87,353 ) $ ( 129,267 ) Foreign 1,610 625 ( 457 ) Income (loss) before income tax expense (benefit) $ 14,915 $ ( 86,728 ) $ ( 129,724 ) |
Schedule of Provision for Income Tax | The Company recorded a provision for income tax as follows: Year Ended December 31, ($ in thousands) 2022 2021 2020 Current expense Federal $ 1,300 $ 35 $ — State 263 2 — Foreign 419 — — Total current expense $ 1,982 $ 37 $ — Deferred expense Federal $ 1,421 $ ( 18,113 ) $ ( 10,524 ) State 2,755 ( 12,800 ) ( 1,709 ) Foreign 16 185 ( 125 ) Total deferred expense (benefit) 4,192 ( 30,728 ) ( 12,358 ) Income tax expense (benefit) $ 6,174 $ ( 30,691 ) $ ( 12,358 ) |
Schedule of Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2022 2021 2020 Federal income tax expense 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.8 % 5.2 % 1.3 % Income attributable to noncontrolling interest 5.8 % ( 1.4 %) ( 1.8 %) Excess tax benefit related to share-based compensation 5.6 % 0.6 % 0.4 % Change in fair value of warrant liabilities 0.0 % 0.0 % ( 11.5 %) Change in fair value of contingent consideration ( 4.0 %) 0.0 % 0.0 % Foreign rate differential 1.4 % 0.0 % 0.0 % R&D credit - Federal ( 4.8 %) 0.0 % 0.0 % Provision to return - Federal ( 3.8 %) 0.0 % 0.0 % State rate change impact on deferred taxes 19.0 % 9.5 % 0.0 % Other, net 0.5 % 0.5 % 0.1 % Effective tax rate 41.4 % 35.4 % 9.5 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) December 31, 2022 December 31, 2021 Deferred tax assets Tax Credits $ 3,140 $ 1,547 Section 163(j) Limitation Carryover 354 27 Acquisition Costs 313 348 Federal Net Operating Losses 31,160 25,284 State Net Operating Losses 6,308 4,908 Foreign Net Operating Losses — 17 Other Assets 66 6,795 Partnership basis tax differences 126,806 130,440 Total deferred tax asset 168,147 169,366 Valuation allowance ( 15,468 ) ( 16,394 ) Total deferred tax asset, net of valuation allowance 152,679 152,972 Deferred tax liabilities Other intangibles - Payix ( 6,230 ) ( 7,712 ) Other liabilities ( 10,079 ) — Total deferred tax liabilities ( 16,309 ) ( 7,712 ) Net deferred tax assets $ 136,370 $ 145,260 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Gross Profit for Each Reportable Segment | The following table presents revenue and gross profit for each reportable segment. Year Ended December 31, ($ in thousand) 2022 2021 2020 Revenue Consumer Payments $ 248,191 $ 194,044 $ 140,844 Business Payments 42,600 33,818 20,620 Elimination of intersegment revenues (1) ( 11,564 ) ( 8,604 ) ( 6,428 ) Total revenue $ 279,227 $ 219,258 $ 155,036 Gross profit (2) Consumer Payments $ 195,542 $ 148,614 $ 106,016 Business Payments 30,423 23,764 14,001 Elimination of intersegment revenues ( 11,564 ) ( 8,604 ) ( 6,428 ) Total gross profit $ 214,401 $ 163,774 $ 113,589 Total other operating expenses (3) $ 261,602 $ 217,771 $ 145,599 Total other income (expense) 62,116 ( 32,731 ) ( 97,714 ) Income (loss) before income tax (expense) benefit 14,915 ( 86,728 ) ( 129,724 ) Income tax (expense) benefit ( 6,174 ) 30,691 12,358 Net income (loss) $ 8,741 $ ( 56,037 ) $ ( 117,366 ) (1) Represents intercompany eliminations between segments for consolidation purpose. (2) Represents revenue less costs of services. (3) Represents total operating expenses less costs of services. |
Organizational Structure and _2
Organizational Structure and Corporate Information - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Feb. 15, 2023 USD ($) | Dec. 01, 2022 Segment | Dec. 31, 2022 Segment | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segments | Segment | 2 | 2 | |
Consumer payments segments percentage of revenue | 85% | ||
Business payments segments percentage of revenue | 15% | ||
Blue Cow Software | Subsequent Event | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash proceeds from sale of business | $ | $ 41 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||||
Dec. 01, 2022 Segment | Dec. 31, 2022 USD ($) Merchant Segment shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 08, 2022 shares | Jul. 11, 2019 shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of operating segment | Segment | 2 | |||||
Number of reportable segments | Segment | 2 | 2 | ||||
Number of merchant represents greater than 10% of volume or profit basis | Merchant | 0 | |||||
Intangible assets, estimated useful life | 5 years 8 months 15 days | 6 years 9 months 14 days | ||||
Impairment of intangible assets | $ 0 | |||||
Impairment of goodwill | 0 | |||||
Net loss attributable to noncontrolling interest | $ 4,095,000 | $ 5,953,000 | $ 11,769,000 | |||
Hawk Parent Holdings LLC | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Noncontrolling interest, ownership percentage | 92% | 91.90% | 89.80% | |||
Net loss attributable to noncontrolling interest | $ 4,100,000 | $ 6,000,000 | $ 11,800,000 | |||
Incentive Plan | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock reserved for issuance | shares | 13,826,728 | 7,326,728 | ||||
Incentive Plan | Class A Common Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock reserved for issuance | shares | 13,826,728 | |||||
Selling, General and Administrative Expenses | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Transaction costs | $ 13,700,000 | $ 9,300,000 | $ 4,200,000 | |||
Purchased Software | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 11 months 26 days | 1 year 5 months 23 days | ||||
Channel Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 8 years 21 days | 8 years 7 months 24 days | ||||
Client Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 7 years 4 months 24 days | 8 years 4 months 24 days | ||||
Trade Names | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | $ 8,100,000 | $ 2,200,000 | ||||
Trade Names | Consumer Payments | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | 8,100,000 | 1,000,000 | ||||
Trade Names | TriSource, APS, Ventanex, cPayPlus and CPS | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | $ 2,200,000 | |||||
Trade Names | BillingTree, Kontrol and Payix | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of intangible assets | $ 8,100,000 | |||||
Maximum | Software Development Costs | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 3 years | |||||
Maximum | Purchased Software | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 3 years | |||||
Maximum | Channel Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 10 years | |||||
Maximum | Client Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible assets, estimated useful life | 10 years | |||||
Volume or Profit Basis | Customer Concentration Risk | Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture, Fixtures, and Office Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 5 years |
Computers | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 3 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 5 years |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue | ||||
Total Revenue | $ 279,227 | $ 219,258 | $ 155,036 | |
Consumer Payments | ||||
Revenue | ||||
Total Revenue | 248,191 | 194,044 | 140,844 | |
Business Payments | ||||
Revenue | ||||
Total Revenue | 42,600 | 33,818 | 20,620 | |
Elimination of Intersegment Revenues | ||||
Revenue | ||||
Total Revenue | [1] | (11,564) | (8,604) | (6,428) |
Direct Relationships | ||||
Revenue | ||||
Total Revenue | 264,951 | 213,252 | 152,247 | |
Direct Relationships | Consumer Payments | ||||
Revenue | ||||
Total Revenue | 234,905 | 189,019 | 138,718 | |
Direct Relationships | Business Payments | ||||
Revenue | ||||
Total Revenue | 41,610 | 32,837 | 19,957 | |
Direct Relationships | Elimination of Intersegment Revenues | ||||
Revenue | ||||
Total Revenue | (11,564) | (8,604) | (6,428) | |
Indirect Relationships | ||||
Revenue | ||||
Total Revenue | 14,276 | 6,006 | 2,789 | |
Indirect Relationships | Consumer Payments | ||||
Revenue | ||||
Total Revenue | 13,286 | 5,025 | 2,126 | |
Indirect Relationships | Business Payments | ||||
Revenue | ||||
Total Revenue | $ 990 | $ 981 | $ 663 | |
[1] Represents intercompany eliminations between segments for consolidation purpose. |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) before income tax expense | $ 14,915 | $ (86,728) | $ (129,724) |
Less: Net loss attributable to non-controlling interests | (4,095) | (5,953) | (11,769) |
Income tax (expense) benefit | (6,174) | 30,691 | 12,358 |
Net income (loss) attributable to the Company | $ 12,836 | $ (50,084) | $ (105,597) |
Weighted average shares of Class A common stock outstanding - basic | 88,792,453,000 | 83,318,189,000 | 52,180,911,000 |
Add weighted average effect of dilutive common stock equivalent shares: | |||
Weighted average shares of Class A common stock outstanding - diluted | 110,671,731,000 | 83,318,189,000 | 52,180,911,000 |
Income (loss) per share of Class A common stock outstanding - basic | $ 0.14 | $ (0.60) | $ (2.02) |
Income (loss) per share of Class A common stock outstanding - diluted | $ 0.12 | $ (0.60) | $ (2.02) |
Class A Common Stock | |||
Weighted average shares of Class A common stock outstanding - basic | 88,792,453 | 83,318,189 | 52,180,911 |
Add weighted average effect of dilutive common stock equivalent shares: | |||
Post-Merger Repay Units exchangeable for Class A common stock | 7,892,176 | ||
Unvested restricted share awards of Class A common stock | 890,309 | ||
Outstanding ESPP purchase rights for Class A common stock | 1,554 | ||
2026 Notes convertible into Class A common stock | 13,095,238 | ||
Weighted average shares of Class A common stock outstanding - diluted | 110,671,731 | 83,318,189 | 52,180,911 |
Income (loss) per share of Class A common stock outstanding - basic | $ 0.14 | $ (0.60) | $ (2.02) |
Income (loss) per share of Class A common stock outstanding - diluted | $ 0.12 | $ (0.60) | $ (2.02) |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 23,537,448 | 10,543,711 |
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 | 7,926,576 | 8,334,160 |
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 | 2,515,634 | 2,209,551 |
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 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | 12 Months Ended | ||||||||
Dec. 29, 2021 USD ($) | Jun. 22, 2021 USD ($) | Jun. 15, 2021 USD ($) | Nov. 02, 2020 USD ($) Earnoutpayment | Jul. 23, 2020 USD ($) | Feb. 10, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 827,813,000 | $ 824,081,000 | $ 458,970,000 | ||||||
Payments made to acquire business | $ 8,896,000 | $ 1,500,000 | $ 4,071,000 | ||||||
Ventanex | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 12,199,000 | ||||||||
Goodwill expected to be deductible for tax purposes | 8,300,000 | ||||||||
Cash consideration | 35,939,000 | ||||||||
Payments made to acquire business | 40,739,000 | ||||||||
Ventanex | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 14,000,000 | ||||||||
Ventanex | Consumer Payments Segment | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill allocation percentage | 64% | ||||||||
Ventanex | Business Payments Segment | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill allocation percentage | 36% | ||||||||
cPayPlus | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 6,713,000 | ||||||||
Goodwill expected to be deductible for tax purposes | $ 8,200,000 | ||||||||
Goodwill allocation percentage | 100% | ||||||||
Cash consideration | $ 7,957,000 | ||||||||
Payments made to acquire business | 14,457,000 | ||||||||
cPayPlus | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 8,000,000 | ||||||||
CPS Payment Services LLC and Media Payments, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 43,300,000 | ||||||||
Goodwill expected to be deductible for tax purposes | $ 38,800,000 | ||||||||
Goodwill allocation percentage | 100% | ||||||||
Cash consideration | $ 83,900,000 | ||||||||
Number of cash earn-out payments | Earnoutpayment | 2 | ||||||||
CPS Payment Services LLC and Media Payments, LLC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 15,000,000 | ||||||||
Billing Tree | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 297,520,000 | ||||||||
Goodwill expected to be deductible for tax purposes | 66,500,000 | ||||||||
Cash consideration | 277,521,000 | ||||||||
Payments made to acquire business | $ 505,771,000 | ||||||||
Billing Tree | Consumer Payments Segment | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill allocation percentage | 100% | ||||||||
Kontrol | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 1,590,000 | ||||||||
Goodwill expected to be deductible for tax purposes | 1,100,000 | ||||||||
Cash consideration | 7,439,000 | ||||||||
Contingent earn-out right to be received | 3,000,000 | ||||||||
Payments made to acquire business | 7,939,000 | ||||||||
Kontrol | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 10,500,000 | ||||||||
Kontrol | Business Payments Segment | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill allocation percentage | 100% | ||||||||
Payix | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 71,231,000 | ||||||||
Goodwill expected to be deductible for tax purposes | 0 | ||||||||
Cash consideration | 95,628,000 | ||||||||
Contingent earn-out right to be received | 20,000,000 | ||||||||
Payments made to acquire business | 98,478,000 | ||||||||
Payix | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 20,000,000 | ||||||||
Payix | Consumer Payments Segment | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill allocation percentage | 100% | ||||||||
Class A Common Stock | Billing Tree | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, stock transaction | $ 10,000,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | ||||||||||
Total purchase price | $ 8,896 | $ 1,500 | $ 4,071 | |||||||
Ventanex | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 35,939 | |||||||||
Contingent consideration | [1] | 4,800 | ||||||||
Total purchase price | $ 40,739 | |||||||||
cPayPlus | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 7,957 | |||||||||
Contingent consideration | [2] | 6,500 | ||||||||
Total purchase price | $ 14,457 | |||||||||
CPS Payment Services | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 83,887 | |||||||||
Contingent consideration | [3] | 4,500 | ||||||||
Total purchase price | $ 88,387 | |||||||||
Billing Tree | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 277,521 | |||||||||
Class A common stock issued | 228,250 | |||||||||
Total purchase price | $ 505,771 | |||||||||
Kontrol | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 7,439 | |||||||||
Contingent consideration | [4] | 500 | ||||||||
Total purchase price | $ 7,939 | |||||||||
Payix | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 95,628 | |||||||||
Contingent consideration | [5] | 2,850 | ||||||||
Total purchase price | $ 98,478 | |||||||||
[1] Reflects the fair value of the Ventanex Earnout Payment, the contingent consideration to be paid to the selling members of Ventanex, pursuant to the Ventanex Purchase Agreement as of February 10, 2020. The selling partners of Ventanex will have the contingent earnout right to receive a payment of up to $ 14.0 million dependent upon the Gross Profit, as defined in the Ventanex Purchase Agreement, for the years ended December 31, 2020 and 2021. In February 2021 and April 2022, the Company paid the Ventanex Earnout Payment of $ 0.9 million and $ 12.7 million, respectively. Reflects the fair value of the cPayPlus Earnout Payment, the contingent consideration to be paid to the selling members of cPayPlus, pursuant to the cPayPlus Purchase Agreement as of July 23, 2020. The selling partners of cPayPlus will have the contingent earnout right to receive a payment of up to $ 8.0 million dependent upon the Gross Profit, as defined in the cPayPlus Purchase Agreement, in the third quarter of 2021. In September, 2021, the Company paid the cPayPlus Earnout Payment of $ 8.0 million. Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $ 15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of December 31, 2022, the fair value of the CPS earnout was $ 1.0 million, which resulted in a $ 0.4 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . 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 Kontr ol Purchase Agreement. As of December 31, 2022 , the fair value of the Kontrol earnout was $ 0 , which resulted in a ($ 0.9 ) million a djustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . 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 contingent 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 December 31, 2022 , the fair value of the Payix earnout was $ 0 , which resulted in a ($ 2.9 ) million ad justment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the year ended December 31, 2022 . |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 02, 2020 USD ($) Earnoutpayment | Apr. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 29, 2021 USD ($) | Jun. 22, 2021 USD ($) | Jul. 23, 2020 USD ($) | Feb. 10, 2020 USD ($) | |
Ventanex | |||||||||
Business Acquisition [Line Items] | |||||||||
Earnout payment | $ 12,700,000 | $ 900,000 | |||||||
Ventanex | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 14,000,000 | ||||||||
cPayPlus | |||||||||
Business Acquisition [Line Items] | |||||||||
Earnout payment | $ 8,000,000 | ||||||||
cPayPlus | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 8,000,000 | ||||||||
CPS Payment Services | |||||||||
Business Acquisition [Line Items] | |||||||||
Earnout payment | $ 1,000,000 | ||||||||
Adjustment included in change in fair value of contingent consideration | (400,000) | ||||||||
Number of cash earn-out payments | Earnoutpayment | 2 | ||||||||
CPS Payment Services | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 15,000,000 | ||||||||
Kontrol | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 3,000,000 | ||||||||
Earnout payment | 0 | ||||||||
Adjustment included in change in fair value of contingent consideration | (900,000) | ||||||||
Kontrol | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 10,500,000 | ||||||||
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 | $ (2,900,000) | ||||||||
Payix | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent earn-out right to be received | $ 20,000,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary and Final Purchase Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 827,813 | $ 824,081 | $ 458,970 | ||||||
Ventanex | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 51 | ||||||||
Accounts receivable | 1,377 | ||||||||
Prepaid expenses and other current assets | 181 | ||||||||
Total current assets | 1,609 | ||||||||
Property, plant and equipment, net | 138 | ||||||||
Restricted cash | 428 | ||||||||
Identifiable intangible assets | 26,890 | ||||||||
Total identifiable assets acquired | 29,065 | ||||||||
Accounts payable | (152) | ||||||||
Accrued expenses | (373) | ||||||||
Net identifiable assets acquired | 28,540 | ||||||||
Goodwill | 12,199 | ||||||||
Total purchase price | $ 40,739 | ||||||||
cPayPlus | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 262 | ||||||||
Accounts receivable | 165 | ||||||||
Prepaid expenses and other current assets | 38 | ||||||||
Total current assets | 465 | ||||||||
Property, plant and equipment, net | 21 | ||||||||
Identifiable intangible assets | 7,720 | ||||||||
Total identifiable assets acquired | 8,206 | ||||||||
Accounts payable | (99) | ||||||||
Accrued expenses | (363) | ||||||||
Net identifiable assets acquired | 7,744 | ||||||||
Goodwill | 6,713 | ||||||||
Total purchase price | $ 14,457 | ||||||||
CPS | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 1,667 | ||||||||
Accounts receivable | 2,810 | ||||||||
Prepaid expenses and other current assets | 2,616 | ||||||||
Total current assets | 7,093 | ||||||||
Property, plant and equipment, net | 19 | ||||||||
Identifiable intangible assets | 30,830 | ||||||||
Total identifiable assets acquired | 37,942 | ||||||||
Accounts payable | (2,004) | ||||||||
Accrued expenses | (2,143) | ||||||||
Net identifiable assets acquired | 33,795 | ||||||||
Goodwill | 40,748 | ||||||||
Total purchase price | 74,543 | ||||||||
Billing Tree | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 8,244 | ||||||||
Accounts receivable | 4,627 | ||||||||
Prepaid expenses and other current assets | 1,602 | ||||||||
Total current assets | 14,473 | ||||||||
Property, plant and equipment, net | 541 | ||||||||
Restricted cash | 275 | ||||||||
Other assets | 1,782 | ||||||||
Identifiable intangible assets | 236,810 | ||||||||
Total identifiable assets acquired | 253,881 | ||||||||
Accounts payable | (2,552) | ||||||||
Accrued expenses and other liabilities | (6,983) | ||||||||
Deferred tax liability | (36,095) | ||||||||
Net identifiable assets acquired | 208,251 | ||||||||
Goodwill | 297,520 | ||||||||
Total purchase price | $ 505,771 | ||||||||
MPI | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | 2,098 | ||||||||
Accounts receivable | 5,557 | ||||||||
Prepaid expenses and other current assets | 935 | ||||||||
Total current assets | 8,590 | ||||||||
Property, plant and equipment, net | 3 | ||||||||
Restricted cash | 35 | ||||||||
Identifiable intangible assets | 7,110 | ||||||||
Total identifiable assets acquired | 15,738 | ||||||||
Accounts payable | (4,496) | ||||||||
Net identifiable assets acquired | 11,242 | ||||||||
Goodwill | 2,602 | ||||||||
Total purchase price | $ 13,844 | ||||||||
Kontrol | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | $ 68 | ||||||||
Prepaid expenses and other current assets | 6 | ||||||||
Total current assets | 74 | ||||||||
Identifiable intangible assets | 6,940 | ||||||||
Total identifiable assets acquired | 7,014 | ||||||||
Accounts payable | (665) | ||||||||
Net identifiable assets acquired | 6,349 | ||||||||
Goodwill | 1,590 | ||||||||
Total purchase price | $ 7,939 | ||||||||
Payix | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 703 | ||||||||
Accounts receivable | 1,715 | ||||||||
Prepaid expenses and other current assets | 94 | ||||||||
Total current assets | 2,512 | ||||||||
Property, plant and equipment, net | 83 | ||||||||
Restricted cash | 27 | ||||||||
Other assets | 656 | ||||||||
Identifiable intangible assets | 33,150 | ||||||||
Total identifiable assets acquired | 36,428 | ||||||||
Accounts payable | (214) | ||||||||
Accrued expenses and other liabilities | (2,023) | ||||||||
Deferred tax liability | (6,944) | ||||||||
Net identifiable assets acquired | 27,247 | ||||||||
Goodwill | 71,231 | ||||||||
Total purchase price | $ 98,478 |
Business Combinations - Summa_4
Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 29, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 | Dec. 31, 2022 | |
Ventanex | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 26,890 | ||||||
Ventanex | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 400 | ||||||
Ventanex | Non-Complete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 5 years | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
Ventanex | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 4,100 | ||||||
Ventanex | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 22,300 | ||||||
cPayPlus | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 7,720 | ||||||
cPayPlus | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
cPayPlus | Non-Complete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 5 years | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
cPayPlus | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 6,700 | ||||||
cPayPlus | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 800 | ||||||
CPS | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 30,830 | ||||||
CPS | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 500 | ||||||
CPS | Non-Complete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 4 years | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
CPS | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 7,200 | ||||||
CPS | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 23,000 | ||||||
MPI | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | 7,110 | ||||||
MPI | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
MPI | Non-Complete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 4 years | ||||||
Identifiable intangible assets, fair value | $ 100 | ||||||
MPI | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 700 | ||||||
MPI | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 6,300 | ||||||
Billing Tree | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 236,810 | ||||||
Billing Tree | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 7,800 | ||||||
Billing Tree | Non-Complete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 2 years | ||||||
Identifiable intangible assets, fair value | $ 300 | ||||||
Billing Tree | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 26,200 | ||||||
Billing Tree | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 202,500 | ||||||
Kontrol | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 6,940 | ||||||
Kontrol | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 0 | ||||||
Kontrol | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 8 years | ||||||
Identifiable intangible assets, fair value | $ 6,900 | ||||||
Payix | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, fair value | $ 33,150 | ||||||
Payix | Trade Names | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life, description | Indefinite | ||||||
Identifiable intangible assets, fair value | $ 300 | ||||||
Payix | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Identifiable intangible assets, fair value | $ 12,400 | ||||||
Payix | Merchant Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 10 years | ||||||
Identifiable intangible assets, fair value | $ 20,500 |
Business Combinations - Summa_5
Business Combinations - Summary of Pro Forma Financial Information (Details) - Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix Acquisitions - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 257,014 | $ 234,656 |
Net loss | (54,627) | (120,849) |
Net loss attributable to non-controlling interests | (5,813) | (12,793) |
Net loss attributable to the Company | $ (48,814) | $ (108,056) |
Class A Share | ||
Business Acquisition [Line Items] | ||
Loss per Class A share - basic | $ (0.56) | $ (1.74) |
Loss per Class A share - diluted | $ (0.56) | $ (1.74) |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Other assets | $ 2,500 | $ 2,500 |
Total assets | 2,500 | 2,500 |
Liabilities: | ||
Contingent consideration | 1,000 | 17,047 |
Borrowings | 344,280 | 401,876 |
Tax receivable agreement | 179,127 | 245,828 |
Total liabilities | 524,407 | 664,751 |
Level 2 | ||
Assets: | ||
Other assets | 2,500 | 2,500 |
Total assets | 2,500 | 2,500 |
Liabilities: | ||
Borrowings | 344,280 | 401,876 |
Total liabilities | 344,280 | 401,876 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 1,000 | 17,047 |
Tax receivable agreement | 179,127 | 245,828 |
Total liabilities | $ 180,127 | $ 262,875 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent Consideration | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance at beginning of period | $ 17,047 | $ 15,800 | |
Purchases | 4,350 | ||
Payments | (12,747) | (8,949) | |
Valuation adjustment | (3,300) | 5,846 | |
Balance at end of period | 1,000 | 17,047 | $ 15,800 |
Tax Receivable Agreement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance at beginning of period | 245,828 | 229,228 | 67,176 |
Purchases | 170 | 2,491 | 149,613 |
Accretion expense | 7,806 | 5,065 | 2,955 |
Valuation adjustment | (74,677) | 9,044 | 9,484 |
Balance at end of period | $ 179,127 | $ 245,828 | $ 229,228 |
Fair Value of Assets and Liab_5
Fair Value of Assets and Liabilities - Schedule of Carrying Value and Estimated Fair Value of Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | $ 344,280 | $ 401,876 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 451,319 | 448,485 |
Carrying Value | 2026 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 433,142 | 429,275 |
Carrying Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 18,177 | 19,210 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 344,280 | 401,876 |
Fair Value | 2026 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 324,280 | 381,876 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | $ 20,000 | $ 20,000 |
Fair Value of Assets and Liab_6
Fair Value of Assets and Liabilities - Additional Information (Details) - Tax Receivable Agreement $ in Millions | 12 Months Ended | |
Dec. 31, 2021 USD ($) | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
TRA, balance adjusted through accretion expense and valuation adjustment | $ (66.9) | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Change In Tax Receivable Liability | |
TRA, measurement input | 1.58 | 6.48 |
Alternative Investment, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Alternative Investment, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 9,562 | $ 6,602 |
Less: Accumulated depreciation and amortization | 5,187 | 2,801 |
Property, plant and equipment, net | 4,375 | 3,801 |
Furniture, Fixtures, and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 4,014 | 2,763 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 4,889 | 3,408 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 659 | $ 431 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2.4 | $ 1.3 | $ 1.2 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) TradeName | Dec. 31, 2021 USD ($) TradeName | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Number of trade names | TradeName | 2 | 5 | |
Amortization of Intangible Assets | $ 105,400,000 | $ 88,400,000 | $ 59,700,000 |
Impairment of intangible assets | 0 | ||
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 8,100,000 | 2,200,000 | |
Consumer Payments | Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | 8,100,000 | 1,000,000 | |
Business Payments | Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 1,200,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 777,610 | $ 749,078 |
Accumulated Amortization | 277,035 | 171,384 |
Net Carrying Value | $ 500,575 | $ 577,694 |
Weighted Average Useful Life (Years) | 5 years 8 months 15 days | 6 years 9 months 14 days |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 539,850 | $ 539,850 |
Accumulated Amortization | 137,515 | 83,014 |
Net Carrying Value | $ 402,335 | $ 456,836 |
Weighted Average Useful Life (Years) | 7 years 4 months 24 days | 8 years 4 months 24 days |
Channel Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 16,240 | $ 12,550 |
Accumulated Amortization | 3,168 | 1,147 |
Net Carrying Value | $ 13,072 | $ 11,403 |
Weighted Average Useful Life (Years) | 8 years 21 days | 8 years 7 months 24 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 196,890 | $ 163,958 |
Accumulated Amortization | 132,322 | 83,163 |
Net Carrying Value | $ 64,568 | $ 80,795 |
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 | $ 4,580 |
Accumulated Amortization | 4,030 | 4,060 |
Net Carrying Value | $ 550 | $ 520 |
Weighted Average Useful Life (Years) | 6 months 14 days | 10 months 17 days |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 20,050 | $ 28,140 |
Net Carrying Value | $ 20,050 | $ 28,140 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Estimated Future Amortization Expense | |
2023 | $ 92,820 |
2024 | 78,797 |
2025 | 61,868 |
2026 | 55,641 |
2027 | 55,941 |
Thereafter | $ 135,458 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill impairment loss | $ 0 | |
Measurement period adjustment | 3,732,000 | $ (11,000) |
Goodwill reallocation between Consumer payments and business payments segments | 0 | |
Billing Tree | ||
Goodwill [Line Items] | ||
Measurement period adjustment | 3,700,000 | |
Measurement period adjustment due to change in deferred tax liability | 4,700,000 | |
Measurement period adjustment due to change in accounts receivables | 1,000,000 | |
Goodwill reallocation between Consumer payments and business payments segments | 138,200,000 | |
Consumer Payments | ||
Goodwill [Line Items] | ||
Measurement period adjustment | 3,732,000 | $ 0 |
Goodwill reallocation between Consumer payments and business payments segments | $ (138,201,000) |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes to Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Beginning balance | $ 824,081 | $ 458,970 |
Acquisitions | 366,622 | |
Measurement period adjustment | 3,732 | (11) |
Other | (1,500) | |
Reallocation | 0 | |
Ending balance | 827,813 | 824,081 |
Consumer Payments | ||
Goodwill [Line Items] | ||
Beginning balance | 743,608 | 378,577 |
Acquisitions | 365,031 | |
Measurement period adjustment | 3,732 | 0 |
Other | 0 | |
Reallocation | (138,201) | |
Ending balance | 609,139 | 743,608 |
Business Payments | ||
Goodwill [Line Items] | ||
Beginning balance | 80,473 | 80,393 |
Acquisitions | 1,591 | |
Measurement period adjustment | 0 | (11) |
Other | (1,500) | |
Reallocation | 138,201 | |
Ending balance | $ 218,674 | $ 80,473 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | 12 Months Ended | ||||||||||
Jan. 19, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 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 ($) | Jul. 11, 2019 USD ($) | |
2026 Notes | Notes Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 440,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 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 | ||||||||||
Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 346,000,000 | $ 230,000,000 | |||||||||
Successor Credit Agreement | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit Interest expense | $ 11,500,000 | ||||||||||
Successor Credit Agreement | Delayed Draw Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | 14,400,000 | ||||||||||
Line of credit maximum borrowing capacity | 60,000,000 | ||||||||||
Successor Credit Agreement | Senior Secured Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Undrawn line of credit | $ 30,000,000 | ||||||||||
New Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit Interest expense | $ 800,000 | ||||||||||
Line of credit | $ 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 | $ 600,000 | $ 400,000 | |||||||||
New Credit Agreement | Senior Secured Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 185,000,000 | $ 60,000,000 | |||||||||
New Credit Agreement | Senior Secured Revolving Credit Facility | Truist Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Undrawn line of credit | $ 125,000,000 | ||||||||||
Revolving Loan | Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | 0 | ||||||||||
Line of credit maximum borrowing capacity | $ 20,000,000 | $ 30,000,000 | $ 256,000,000 | ||||||||
Line of Credit | Successor Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit Interest expense | $ 0 | $ 100,000 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total borrowings | $ 460,000 | $ 460,000 | |
Less: Long-term loan debt issuance cost | [1] | 8,681 | 11,515 |
Total non-current borrowings | 451,319 | 448,485 | |
Convertible Senior Debt | |||
Debt Instrument [Line Items] | |||
Total borrowings | 440,000 | 440,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total borrowings | [2] | $ 20,000 | $ 20,000 |
[1] The Company incurred $ 2.8 million, $ 2.5 million and $ 1.4 million of interest expense for the amortization of deferred debt issuance costs for the years ended December 31, 2022, 2021 and 2020 , respectively. The revolving credit facility bears interest at variable rates, which were 6.63 % and 2.35 % as of December 31, 2022 and December 31, 2021 , respectively. |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Interest expense for the amortization of deferred debt issuance costs | $ 2,834 | $ 2,536 | $ 1,416 |
Interest Expense | |||
Debt Instrument [Line Items] | |||
Interest expense for the amortization of deferred debt issuance costs | $ 2,800 | $ 2,500 | $ 1,400 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 6.63% | 2.35% |
Borrowings - Summary of Princip
Borrowings - Summary of Principal Maturities of Term Loans Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2026 | $ 460,000 | |
Total borrowings | $ 460,000 | $ 460,000 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 21, 2020 | Oct. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2020 | |
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 65,000,000 | |||||
Interest Rate Swap Agreement | Regions Bank | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 140,000,000 | |||||
Variable-rate term loan | $ 140,000,000 | |||||
Term of agreement | 5 years | |||||
Interest Rate Swap Agreement | Pre-tax Gain (Loss) | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Reclassified from accumulated other comprehensive income (loss) | $ 1,400,000 | |||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Nonoperating, Net | |||||
Interest Rate Swap at 1.331% | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 30,000,000 | |||||
Interest Rate Swap at 1.331% | Regions Bank | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Reclassified from accumulated other comprehensive income (loss) | $ 1,700,000 | |||||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Expense | |||||
Swap transaction inception date | Mar. 31, 2020 | |||||
Derivative, Notional Amount | $ 6,400,000 | |||||
Interest Rate Swap at 1.331% | Regions Bank | LIBOR | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 30,000,000 | $ 65,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of total lease costs: | |||
Operating lease costs | $ 2,678 | $ 2,370 | $ 1,746 |
Short-term lease costs | 52 | 101 | 48 |
Total lease costs | $ 2,730 | $ 2,471 | $ 1,794 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases: | ||
Right-of-use assets | $ 9,847 | $ 10,500 |
Lease liability, current | 2,263 | 1,990 |
Lease liability, long-term | 8,295 | 9,091 |
Total lease liabilities | $ 10,558 | $ 11,081 |
Weighted-average remaining lease term (in years) | 4 years 8 months 12 days | 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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 2,592 | $ 2,169 | $ 1,504 |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | $ 2,511 | $ 2,438 | $ 11,430 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 2,681 | |
2024 | 2,499 | |
2025 | 2,328 | |
2026 | 2,232 | |
2027 | 1,410 | |
Thereafter | 561 | |
Total undiscounted lease payments | 11,711 | |
Less: Imputed interest | 1,153 | |
Total lease liabilities | $ 10,558 | $ 11,081 |
Schedule of Related Party Payab
Schedule of Related Party Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Related party payables | $ 1,000 | $ 17,394 |
Ventanex | ||
Related Party Transaction [Line Items] | ||
Related party payables | 12,747 | |
CPS | ||
Related Party Transaction [Line Items] | ||
Related party payables | $ 1,000 | 600 |
Kontrol | ||
Related Party Transaction [Line Items] | ||
Related party payables | 850 | |
Payix | ||
Related Party Transaction [Line Items] | ||
Related party payables | 2,850 | |
Other Payables to Related Parties | ||
Related Party Transaction [Line Items] | ||
Related party payables | $ 347 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Transaction costs incurred on behalf of related parties | $ 10.6 | $ 8.2 | $ 3.1 |
Receivables from related parties | 0.3 | 0.3 | |
Related party owed to employees | 0 | 0 | |
Ventanex, CPS, Kontrol and Payix | |||
Related Party Transaction [Line Items] | |||
Contingent consideration payable to related parties | $ 1 | $ 17.4 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jun. 08, 2022 | Jul. 11, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs | $ 21 | ||
Weighted-average period related to unvested PSUs, RSAs and RSUs | 1 year 6 months 29 days | ||
Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 13,826,728 | 7,326,728 | |
Increased number of shares available for awards under incentive plan | 6,500,000 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Outstanding Restricted Stock Awards Activity (Details) - Unvested Restricted Share Awards | 12 Months Ended | |
Dec. 31, 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 | 14.22 | |
Weighted average grant date fair value, Forfeited | $ / shares | 17.38 | [1],[2] |
Weighted average grant date fair value, Vested | $ / shares | 15.94 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 16.23 | |
Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 1,971,245 | |
Granted | shares | 1,337,545 | |
Forfeited | shares | 516,530 | [1],[2] |
Vested | shares | 680,625 | |
Unvested, Ending Balance | shares | 2,111,635 | |
[1] The forfeited shares include employee terminations during the year ended December 31, 2022 ; further, these forfeited shares are added back to the number 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. |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Outstanding Restricted Stock Units Activity (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 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_3
Share Based Compensation - Schedule of Outstanding Performance Stock Units Activity (Details) - Performance Stock Units | 12 Months Ended | |
Dec. 31, 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 | |
Weighted average grant date fair value, Forfeited | $ / shares | 17.32 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 19.19 | |
Class A Share | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 498,363 | [1] |
Granted | shares | 390,227 | [1] |
Forfeited | shares | 254,567 | [1] |
Unvested, Ending Balance | shares | 634,023 | [1] |
[1] Represent shares to be paid out at target level. |
Share Based Compensation - Sc_4
Share Based Compensation - Schedule of Share Based Compensation Expense and Related Income Tax Benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Share-based compensation expense | $ 20.3 | $ 22.3 | $ 19.4 |
Income tax benefit | $ 2.1 | $ 3.4 | $ 0.5 |
Taxation - Schedule of Loss Bef
Taxation - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 13,305 | $ (87,353) | $ (129,267) |
Foreign | 1,610 | 625 | (457) |
Income (loss) before income tax (expense) benefit | $ 14,915 | $ (86,728) | $ (129,724) |
Taxation - Schedule of Provisio
Taxation - Schedule of Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current expense | |||
Federal | $ 1,300 | $ 35 | |
State | 263 | 2 | |
Foreign | 419 | ||
Total current expense | 1,982 | 37 | |
Deferred expense | |||
Federal | 1,421 | (18,113) | $ (10,524) |
State | 2,755 | (12,800) | (1,709) |
Foreign | 16 | 185 | (125) |
Total deferred expense (benefit) | 4,192 | (30,728) | (12,358) |
Income tax expense (benefit) | $ 6,174 | $ (30,691) | $ (12,358) |
Taxation - Schedule of Reconcil
Taxation - Schedule of Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense | 21% | 21% | 21% |
State taxes, net of federal benefit | 0.80% | 5.20% | 1.30% |
Income attributable to noncontrolling interest | 5.80% | (1.40%) | (1.80%) |
Excess tax benefit related to share-based compensation | 5.60% | 0.60% | 0.40% |
Change in fair value of warrant liabilities | 0% | 0% | (11.50%) |
Change in fair value of contingent consideration | (4.00%) | 0% | 0% |
Foreign rate differential | 1.40% | 0% | 0% |
R&D credit - Federal | (4.80%) | 0% | 0% |
Provision to return - Federal | (3.80%) | 0% | 0% |
State rate change impact on deferred taxes | 19% | 9.50% | 0% |
Other, net | 0.50% | 0.50% | 0.10% |
Effective tax rate | 41.40% | 35.40% | 9.50% |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jul. 11, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation [Line Items] | ||||
Effective tax rate | 41.40% | 35.40% | 9.50% | |
U.S. statutory tax rate | 21% | 21% | 21% | |
Reduction of deferred tax asset (DTA) and offsetting deferred tax liability (DTL) amount | $ 900,000 | $ 19,200,000 | ||
Deferred tax asset and offsetting deferred tax liability | $ 136,370,000 | $ 145,260,000 | ||
Valuation allowance recognized, percentage | 100% | |||
Federal net operating loss carryforwards expiration year | 2037 | |||
State net operating loss carryforwards expiration year | 2034 | |||
Valuation allowance recorded | $ 0 | |||
Uncertain tax positions | 0 | |||
Percentage of tax benefits payable under Tax Receivable Agreement | 100% | |||
Liability related to projected obligations under Tax Receivable Agreement | 179,100,000 | |||
Decrease in TRA Liability | (66,700,000) | |||
Expiration Year 1 | ||||
Taxation [Line Items] | ||||
Net operating loss carryforwards with finite life | $ 4,500,000 | |||
Net operating loss carryforwards expiration year | 2034 | |||
Expiration Year 2 | ||||
Taxation [Line Items] | ||||
Net operating loss carryforwards with finite life | $ 200,000 | |||
Net operating loss carryforwards expiration year | 2028 | |||
Federal and State | ||||
Taxation [Line Items] | ||||
Net operating loss carryforwards | $ 37,500,000 | |||
Operating loss carryforwards with indefinite life | 32,800,000 | |||
Federal | ||||
Taxation [Line Items] | ||||
Net operating loss carryforwards | 2,200,000 | |||
State | ||||
Taxation [Line Items] | ||||
Net operating loss carryforwards | $ 900,000 |
Taxation - Schedule of Deferred
Taxation - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Tax Credits | $ 3,140 | $ 1,547 |
Section 163(j) Limitation Carryover | 354 | 27 |
Acquisition Costs | 313 | 348 |
Federal Net Operating Losses | 31,160 | 25,284 |
State Net Operating Losses | 6,308 | 4,908 |
Foreign Net Operating Losses | 17 | |
Other Assets | 66 | 6,795 |
Partnership basis tax differences | 126,806 | 130,440 |
Total deferred tax asset | 168,147 | 169,366 |
Valuation allowance | (15,468) | (16,394) |
Total deferred tax asset, net of valuation allowance | 152,679 | 152,972 |
Deferred tax liabilities | ||
Other liabilities | (10,079) | |
Total deferred tax liabilities | (16,309) | (7,712) |
Net deferred tax assets | 136,370 | 145,260 |
Payix | ||
Deferred tax liabilities | ||
Other intangibles - Payix | $ (6,230) | $ (7,712) |
Segments - Additional Informati
Segments - Additional Information (Details) - Segment | 12 Months Ended | |
Dec. 01, 2022 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Number of operating segment | 2 | |
Number of reportable segments | 2 | 2 |
Segments - Schedule of Revenue
Segments - Schedule of Revenue and Gross Profit for Each Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 279,227 | $ 219,258 | $ 155,036 | |
Total gross profit | [1] | 214,401 | 163,774 | 113,589 |
Total other operating expenses | [2] | 261,602 | 217,771 | 145,599 |
Total other income (expense) | 62,116 | (32,731) | (97,714) | |
Income (loss) before income tax (expense) benefit | 14,915 | (86,728) | (129,724) | |
Income tax (expense) benefit | (6,174) | 30,691 | 12,358 | |
Net income (loss) | 8,741 | (56,037) | (117,366) | |
Intersegment Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | [3] | (11,564) | (8,604) | (6,428) |
Total gross profit | [1] | (11,564) | (8,604) | (6,428) |
Consumer Payments | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 248,191 | 194,044 | 140,844 | |
Consumer Payments | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 248,191 | 194,044 | 140,844 | |
Total gross profit | [1] | 195,542 | 148,614 | 106,016 |
Business Payments | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 42,600 | 33,818 | 20,620 | |
Business Payments | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | 42,600 | 33,818 | 20,620 | |
Total gross profit | [1] | $ 30,423 | $ 23,764 | $ 14,001 |
[1] Represents revenue less costs of services. Represents total operating expenses less costs of services. Represents intercompany eliminations between segments for consolidation purpose. |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 28, 2023 | Feb. 15, 2023 |
Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Line of credit facility repaid amount | $ 20 | |
Undrawn line of credit | $ 185 | |
Blue Cow Software | ||
Subsequent Event [Line Items] | ||
Sale price | $ 41 |