Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Repay Holdings Corporation | |
Entity Central Index Key | 0001720592 | |
Entity Tax Identification Number | 98-1496050 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity File Number | 001-38531 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Address, Address Line One | 3 West Paces Ferry Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 404 | |
Local Phone Number | 504-7472 | |
Entity Incorporation, State or Country Code | DE | |
Trading Symbol | RPAY | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 91,903,958 | |
Class V Common Stock | ||
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 147,092 | $ 118,096 |
Accounts receivable | 39,321 | 36,017 |
Prepaid expenses and other | 15,522 | 15,209 |
Total current assets | 201,935 | 169,322 |
Property, plant and equipment, net | 2,913 | 3,133 |
Restricted cash | 26,944 | 26,049 |
Intangible assets, net | 416,382 | 447,141 |
Goodwill | 716,793 | 716,793 |
Operating lease right-of-use assets, net | 5,653 | 8,023 |
Deferred tax assets | 148,545 | 146,872 |
Other assets | 2,500 | 2,500 |
Total noncurrent assets | 1,319,730 | 1,350,511 |
Total assets | 1,521,665 | 1,519,833 |
Liabilities | ||
Accounts payable | 24,354 | 22,030 |
Accrued expenses | 26,528 | 32,906 |
Current operating lease liabilities | 1,109 | 1,629 |
Current tax receivable agreement | 580 | |
Other current liabilities | 742 | 318 |
Total current liabilities | 52,733 | 57,463 |
Long-term debt | 435,589 | 434,166 |
Noncurrent operating lease liabilities | 5,169 | 7,247 |
Tax receivable agreement, net of current portion | 194,610 | 188,331 |
Other liabilities | 2,839 | 1,838 |
Total noncurrent liabilities | 638,207 | 631,582 |
Total liabilities | 690,940 | 689,045 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity | ||
Treasury stock, 1,416,510 shares as of June 30, 2024 and December 31, 2023 | (12,528) | (12,528) |
Additional paid-in capital | 1,160,879 | 1,151,324 |
Accumulated deficit | (332,953) | (323,670) |
Total Repay stockholders' equity | 815,407 | 815,135 |
Non-controlling interests | 15,318 | 15,653 |
Total equity | 830,725 | 830,788 |
Total liabilities and equity | 1,521,665 | 1,519,833 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock value | $ 9 | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Treasury stock, shares | 1,416,510 | 1,416,510 |
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 | 92,987,543 | 92,220,494 |
Common shares, shares outstanding | 91,571,033 | 90,803,984 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 74,906 | $ 71,783 | $ 155,626 | $ 146,320 |
Operating expenses | ||||
Costs of services (exclusive of depreciation and amortization shown separately below) | 16,321 | 16,840 | 35,496 | 34,805 |
Selling, general and administrative | 35,235 | 38,177 | 72,256 | 76,695 |
Depreciation and amortization | 26,771 | 26,483 | 53,799 | 52,623 |
Loss on business disposition | 149 | 10,027 | ||
Total operating expenses | 78,327 | 81,649 | 161,551 | 174,150 |
Loss from operations | (3,421) | (9,866) | (5,925) | (27,830) |
Other income (expense) | ||||
Interest income (expense), net | 554 | (388) | 934 | (1,311) |
Change in fair value of tax receivable liability | (3,366) | 4,056 | (6,279) | (482) |
Other income (loss), net | 21 | (183) | (5) | (333) |
Total other income (expense) | (2,791) | 3,485 | (5,350) | (2,126) |
Loss before income tax expense | (6,212) | (6,381) | (11,275) | (29,956) |
Income tax benefit (expense) | 1,975 | 1,051 | 1,673 | (3,306) |
Net loss | (4,237) | (5,330) | (9,602) | (33,262) |
Less: Net loss attributable to non-controlling interests | (166) | (687) | (319) | (2,227) |
Net loss attributable to the Company | $ (4,071) | $ (4,643) | $ (9,283) | $ (31,035) |
Loss per Class A share attributable to the Company: | ||||
Basic | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Diluted | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Weighted-average shares outstanding: | ||||
Basic | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Diluted | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Non-controlling Interests |
Balance at Dec. 31, 2022 | $ 928,293 | $ 9 | $ 1,117,733 | $ (10,000) | $ (213,180) | $ 33,731 | |
Balance, shares at Dec. 31, 2022 | 88,276,613 | 100 | |||||
Exchange of Post-Merger Repay Units | 5,716 | (5,716) | |||||
Exchange of Post-Merger Repay Units Shares | 1,416,578 | ||||||
Release of share awards vested under Incentive Plan and ESPP | 2 | (2) | |||||
Release of share awards vested under Incentive Plan and ESPP, Shares | 778,210 | ||||||
Tax withholding related to shares vesting under Incentive Plan and ESPP | (1,376) | (1,384) | 8 | ||||
Tax withholding related to shares vesting under Incentive Plan and ESPP, Shares | (176,673) | ||||||
Stock-based compensation | 10,570 | 10,650 | (80) | ||||
Tax distribution from Hawk Parent | (609) | (609) | |||||
Net loss | (33,262) | (31,035) | (2,227) | ||||
Balance at Jun. 30, 2023 | 903,616 | $ 9 | 1,132,717 | (10,000) | (244,215) | 25,105 | |
Balance, shares at Jun. 30, 2023 | 90,294,728 | 100 | |||||
Balance at Mar. 31, 2023 | 903,155 | $ 9 | 1,120,718 | (10,000) | (239,572) | 32,000 | |
Balance, shares at Mar. 31, 2023 | 88,672,189 | 100 | |||||
Exchange of Post-Merger Repay Units | 5,655 | (5,655) | |||||
Exchange of Post-Merger Repay Units Shares | 1,402,118 | ||||||
Release of share awards vested under Incentive Plan and ESPP | 2 | (2) | |||||
Release of share awards vested under Incentive Plan and ESPP, Shares | 249,367 | ||||||
Tax withholding related to shares vesting under Incentive Plan and ESPP | (171) | (174) | 3 | ||||
Tax withholding related to shares vesting under Incentive Plan and ESPP, Shares | (28,946) | ||||||
Stock-based compensation | 6,517 | 6,516 | 1 | ||||
Tax distribution from Hawk Parent | (555) | (555) | |||||
Net loss | (5,330) | (4,643) | (687) | ||||
Balance at Jun. 30, 2023 | 903,616 | $ 9 | 1,132,717 | (10,000) | (244,215) | 25,105 | |
Balance, shares at Jun. 30, 2023 | 90,294,728 | 100 | |||||
Balance at Dec. 31, 2023 | 830,788 | $ 9 | 1,151,324 | (12,528) | (323,670) | 15,653 | |
Balance, shares at Dec. 31, 2023 | 90,803,984 | 100 | |||||
Release of share awards vested under Incentive Plan and ESPP | 1 | (1) | |||||
Release of share awards vested under Incentive Plan and ESPP, Shares | 1,025,595 | ||||||
Tax withholding related to shares vesting under Incentive Plan and ESPP | (2,489) | (2,495) | 6 | ||||
Tax withholding related to shares vesting under Incentive Plan and ESPP, Shares | (258,546) | ||||||
Stock-based compensation | 12,028 | 12,049 | (21) | ||||
Net loss | (9,602) | (9,283) | (319) | ||||
Balance at Jun. 30, 2024 | 830,725 | $ 9 | 1,160,879 | (12,528) | (332,953) | 15,318 | |
Balance, shares at Jun. 30, 2024 | 91,571,033 | 100 | |||||
Balance at Mar. 31, 2024 | 829,298 | $ 9 | 1,155,215 | (12,528) | (328,882) | 15,484 | |
Balance, shares at Mar. 31, 2024 | 91,493,792 | 100 | |||||
Release of share awards vested under Incentive Plan and ESPP | 1 | (1) | |||||
Release of share awards vested under Incentive Plan and ESPP, Shares | 90,411 | ||||||
Tax withholding related to shares vesting under Incentive Plan and ESPP | (82) | (83) | 1 | ||||
Tax withholding related to shares vesting under Incentive Plan and ESPP, Shares | (13,170) | ||||||
Stock-based compensation | 5,746 | 5,746 | |||||
Net loss | (4,237) | (4,071) | (166) | ||||
Balance at Jun. 30, 2024 | $ 830,725 | $ 9 | $ 1,160,879 | $ (12,528) | $ (332,953) | $ 15,318 | |
Balance, shares at Jun. 30, 2024 | 91,571,033 | 100 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities | |||||
Net loss | $ (4,237,000) | $ (5,330,000) | $ (9,602,000) | $ (33,262,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 26,771,000 | 26,483,000 | 53,799,000 | 52,623,000 | |
Stock based compensation | 12,028,000 | 10,570,000 | |||
Amortization of debt issuance costs | 1,423,000 | 1,423,000 | |||
Loss on business disposition | 149,000 | 10,027,000 | |||
Other loss | 118,000 | ||||
Fair value change in tax receivable agreement liability | 3,366,000 | (4,056,000) | 6,279,000 | 482,000 | |
Deferred tax expense | (1,673,000) | 3,306,000 | |||
Change in accounts receivable | (3,303,000) | (1,858,000) | |||
Change in prepaid expenses and other | (313,000) | 4,842,000 | |||
Change in operating lease ROU assets | 2,368,000 | 87,000 | |||
Change in accounts payable | 2,325,000 | (3,388,000) | |||
Change in accrued expenses and other | (6,378,000) | (2,957,000) | |||
Change in operating lease liabilities | (2,599,000) | (34,000) | |||
Change in other liabilities | 1,426,000 | (1,195,000) | |||
Net cash provided by operating activities | 55,780,000 | 40,784,000 | |||
Cash flows from investing activities | |||||
Purchases of property and equipment | (571,000) | (114,000) | |||
Capitalized software development costs | (22,249,000) | (23,600,000) | |||
Proceeds from sale of business, net of cash retained | 40,273,000 | ||||
Net cash (used in) provided by investing activities | (22,820,000) | 16,559,000 | |||
Cash flows from financing activities | |||||
Payments on long-term debt | (20,000,000) | ||||
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP | (2,489,000) | (1,376,000) | |||
Distributions to Members | (609,000) | ||||
Payment of Tax Receivable Agreement ("TRA") | (580,000) | ||||
Payment of contingent consideration liability up to acquisition-date fair value | (1,000,000) | ||||
Net cash used in financing activities | (3,069,000) | (22,985,000) | |||
Increase in cash, cash equivalents and restricted cash | 29,891,000 | 34,358,000 | |||
Cash, cash equivalents and restricted cash at beginning of period | 144,145,000 | 93,563,000 | $ 93,563,000 | ||
Cash, cash equivalents and restricted cash at end of period | $ 174,036,000 | $ 127,921,000 | 174,036,000 | 127,921,000 | $ 144,145,000 |
Cash paid during the year for: | |||||
Interest | 397,000 | 647,000 | |||
Income taxes | $ 1,489,000 | $ 797,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (4,071) | $ (4,643) | $ (9,283) | $ (31,035) |
Insider Trading Arrangements
Insider Trading Arrangements - Directors or Officers | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Organizational Structure and Co
Organizational Structure and Corporate Information | 6 Months Ended |
Jun. 30, 2024 | |
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 to Repay Holdings Corporation and its consolidated subsidiaries. The Company is headquartered in Atlanta, Georgia. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Condensed Consolidated Financial Statements These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The 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. The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Principles of Consolidation The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its 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, Custom Payment Systems, LLC, Electronic Payment Providers, 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. 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 Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. Reclassifications The Company changed its presentation for Interest expense to Interest income (expense), net within the Condensed Consolidated Statements of Operations. Prior period amounts have been revised to conform to the current presentation. Segment Reporting The Company reports operating results through two reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 13. Segments. Recently Issued Accounting Pronouncements not yet Adopted Segment Reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)”. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-07 on its Consolidated Financial Statements. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosure s (“ASU 2023-09”)”. ASU 2023-09 requires public business entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-09 on its Consolidated Financial Statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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 periods indicated. Three Months Ended June 30, 2024 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 66,775 $ 10,374 $ ( 4,978 ) $ 72,171 Indirect relationships 2,517 218 — 2,735 Total Revenue $ 69,292 $ 10,592 $ ( 4,978 ) $ 74,906 Three Months Ended June 30, 2023 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 62,899 $ 9,530 $ ( 3,970 ) $ 68,459 Indirect relationships 3,025 299 — 3,324 Total Revenue $ 65,924 $ 9,829 $ ( 3,970 ) $ 71,783 Six Months Ended June 30, 2024 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 140,086 $ 19,845 $ ( 10,071 ) $ 149,860 Indirect relationships 5,342 424 — 5,766 Total Revenue $ 145,428 $ 20,269 $ ( 10,071 ) $ 155,626 Six Months Ended June 30, 2023 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 129,373 $ 17,964 $ ( 8,048 ) $ 139,289 Indirect relationships 6,492 539 — 7,031 Total Revenue $ 135,865 $ 18,503 $ ( 8,048 ) $ 146,320 When the Company’s right to consideration for performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenues the Company has recognized in excess of the amount the Company has billed to the client is recognized as a contract asset. The contract asset balance was $ 1.5 million a nd $ 1.4 million as of June 30, 2024 and December 31, 2023 , respectively, and is included within Prepaid expenses and other in the Consolidated Balance Sheets. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings Per Share During the three and six months ended June 30, 2024 and 2023, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested share-based awards, outstanding stock options and the Company’s Convertible Senior Notes due 2026 (“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: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except per share data) 2024 2023 2024 2023 Loss before income tax expense $ ( 6,212 ) $ ( 6,381 ) $ ( 11,275 ) $ ( 29,956 ) Less: Net loss attributable to non-controlling interests ( 166 ) ( 687 ) ( 319 ) ( 2,227 ) Income tax benefit (expense) 1,975 1,051 1,673 ( 3,306 ) Net loss attributable to the Company $ ( 4,071 ) $ ( 4,643 ) $ ( 9,283 ) $ ( 31,035 ) Weighted average shares of Class A common stock outstanding - basic and diluted 91,821,369 89,170,814 91,519,789 88,894,820 Loss per share of Class A common stock outstanding - basic and diluted $ ( 0.04 ) $ ( 0.05 ) $ ( 0.10 ) $ ( 0.35 ) For the three and six months ended June 30, 2024 and 2023, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Post-Merger Repay Units exchangeable for Class A common stock 5,844,095 6,459,153 5,844,095 6,459,153 Unvested share-based awards of Class A common stock 6,645,141 5,772,187 6,645,141 5,772,187 Outstanding stock options for Class A common stock 1,148,822 1,148,822 1,148,822 1,148,822 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 13,095,238 13,095,238 Share equivalents excluded from loss per share 26,733,296 26,475,400 26,733,296 26,475,400 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. Each share of the Company’s Class V common stock gives the holder the right to vote the number of shares corresponding to the number of Post-Merger Repay Units held by that holder, but shares of Class V common stock have no economic rights. |
Business Disposition
Business Disposition | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Business Disposition | 5. Business Disposition On February 15, 2023, the Company sold Blue Cow Software, LLC and a related entity (“BCS”) within the Consumer Payments segment for cash proceeds of $ 40.3 million, net of cash retained of $ 1.6 million. During the six months ended June 30, 2023, the Company recognized a loss of $ 10.0 million associated with the sale, comprised of the difference between the consideration received and the net carrying amount of the assets and liabilities of the business within Loss on business disposition in the Company’s Condensed Consolidated Statement of Operations. In connection with the disposition of BCS, the Company recognized a reduction in goodwill of $ 35.3 million within the Consumer Payments segment. See Note 8. Goodwill for further discussion. For the six months ended June 30, 2023, BCS contributed $ 1.2 million to the Consumer Payments segment revenue. Transaction Expenses The Company incurred transaction expenses of $ 0.0 million and $ 3.4 million for the three and six months ended June 30, 2023 related to the disposition of BCS. Transaction expenses are included within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 6. Fair Value The following table summarizes, by level within the fair value hierarchy, estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. June 30, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 147,092 $ — $ — $ 147,092 Restricted cash 26,944 — — 26,944 Other assets — 2,500 — 2,500 Total assets $ 174,036 $ 2,500 $ — $ 176,536 Liabilities: Borrowings $ — $ 401,500 $ — $ 401,500 Tax receivable agreement — — 194,610 194,610 Total liabilities $ — $ 401,500 $ 194,610 $ 596,110 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 118,096 $ — $ — $ 118,096 Restricted cash 26,049 — — 26,049 Other assets — 2,500 — 2,500 Total assets $ 144,145 $ 2,500 $ — $ 146,645 Liabilities: Borrowings $ — $ 375,650 $ — $ 375,650 Tax receivable agreement — — 188,911 188,911 Total liabilities $ — $ 375,650 $ 188,911 $ 564,561 Cash and cash equivalents Cash and cash equivalents contains cash on hand, demand deposit accounts, money market accounts and short term investments with original maturities of three months or less. They are classified within Level 1 of the fair value hierarchy, under Accounting Standard Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), as the price is obtained from quoted market prices in an active market. The carrying amounts of the Company’s cash and cash equivalents approximate their fair values due to the short maturities and highly liquid nature of these accounts. Restricted Cash Restricted cash is classified within Level 1 of the fair value hierarchy under ASC 820, as the primary component is cash that is used as collateral for debts. The carrying amounts of the Company’s restricted cash approximate their fair values due to the highly liquid nature. 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. Borrowings The revolving credit facility and 2026 Notes 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 revolving credit facility approximates the unpaid principal because its interest rate approximates market interest rates. 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. As of June 30, 2024 and December 31, 2023 , the Company had $ 0 drawn against the revolving credit facility. The following table provides the carrying value and estimated fair value of borrowings. See Note 9. Borrowings for further discussion on borrowings. June 30, 2024 December 31, 2023 ($ in thousands) Carrying value Fair value Carrying value Fair value 2026 Notes $ 435,589 $ 401,500 $ 434,166 $ 375,650 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 condensed 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, Business Combinations , which is recorded within Change in fair value of tax receivable liability in the Company’s Condensed Consolidated Statements of Operations. The Company used a discount rate, also referred to as the Early Termination Rate, as defined in the TRA, to determine the prese nt value, based on a risk-free rate plus a spread , pursuant to the TRA. A rate of 7.05 % was applied to the forecasted TRA payments at June 30, 2024, 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. During the six months ended June 30, 2024, t he TRA balance was adjusted by $ 5.7 million thr ough a payment, accretion expense and a valuation adjustment, related to a decrease in the income tax rate used to measure the TRA as of the Early Termination Date and a decrease in the discount rate, which was 7.10 % as of December 31, 2023. The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 12. Taxation for further discussion on the TRA. Six Months Ended June 30, ($ in thousands) 2024 2023 Balance at beginning of period $ 188,911 $ 179,127 Purchases — 1,987 Payments ( 580 ) — Accretion expense 6,617 — Valuation adjustment ( 338 ) 482 Balance at end of period $ 194,610 $ 181,596 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The Company holds definite and indefinite-lived intangible assets. As of June 30, 2024 and December 31, 2023 , the indefinite-lived intangible assets consist of one trade name, arising from the acquisition of Hawk Parent. Intangible assets consisted of the following: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Client relationships $ 523,850 $ 216,949 $ 306,901 5.82 Channel relationships 29,885 6,402 23,483 7.86 Software costs 269,465 203,551 65,914 0.73 Non-compete agreements 4,580 4,496 84 0.09 Trade name 20,000 — 20,000 — Balance as of June 30, 2024 $ 847,780 $ 431,398 $ 416,382 4.21 Client relationships $ 523,850 $ 190,591 $ 333,259 6.32 Channel relationships 29,785 4,792 24,993 8.39 Software costs 246,996 178,323 68,673 0.83 Non-compete agreements 4,580 4,364 216 0.23 Trade name 20,000 — 20,000 — Balance as of December 31, 2023 $ 825,211 $ 378,070 $ 447,141 4.68 The Company’s amortization expense for intangible assets was $ 26.6 million and $ 53.0 million for the three and six months ended June 30, 2024 , respectively. The Company’s amortization expense for intangible assets was $ 25.7 million and $ 51.1 million for the three and six months ended June 30, 2023, 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 2024 $ 47,083 2025 85,691 2026 70,910 2027 57,240 2028 55,167 Thereafter 80,291 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill There were no changes in the carrying amount of goodwill for either the Consumer Payments or Business Payments segment during the six months ended June 30, 2024. The Company concluded that goodwill was no t impaired for either the Consumer Payments or Business Payments segment as of June 30, 2024. As of June 30, 2024 and December 31, 2023 , accumulated impairment losses were $ 75.7 million for the Business Payments segment. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | 9. Borrowings 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”). On December 29, 2021, the Company increased its existing senior secured credit facility by $ 60.0 million to provide for a $ 185.0 million revolving credit facility in favor of Hawk Parent pursuant to an amendment to the Amended Credit Agreement. The revolving credit facility is guaranteed by Repay Holdings Corporation and certain of its subsidiaries. On February 9, 2023, the Company further amended the Amended Credit Agreement to replace London Inter-bank Offer Rate (“LIBOR”) with term Secured Overnight Financing Rate (“SOFR”) as the interest rate benchmark. 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. As of June 30, 2024 , the Company had $ 0 drawn against the revolving credit facility. The Company’s interest expense on the revolving credit facility, including unused commitment fees and amortization of deferred issuance costs, totale d $ 0.9 million and $ 1.8 million for the three and six months ended June 30, 2024 , respectively. Interest expense was $ 0.9 million and $ 2.0 million for the three and six months ended June 30, 2023, respectively. 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 any 2026 Notes was 29.7619 shares of Class A common stock per $1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 33.60 per share of Class A common stock). Upon conversion of the 2026 Notes, the Company may choose to pay or deliver cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock. The 2026 Notes will mature on February 1, 2026 , unless earlier converted, repurchased or redeemed. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs. During the six months ended June 30, 2024, 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 Convertible Senior Debt: ($ in thousands) June 30, 2024 December 31, 2023 Non-current indebtedness: Convertible Senior Debt $ 440,000 $ 440,000 Total borrowings 440,000 440,000 Less: Long-term loan debt issuance cost (1) 4,411 5,834 Total non-current borrowings $ 435,589 $ 434,166 (1) The Company inc urred $ 0.7 million and $ 1.4 million of in terest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2024 , respectively. The Company incurred $ 2.8 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2023 . The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: ($ in thousands) 2024 $ — 2025 — 2026 440,000 2027 — 2028 — $ 440,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 2035 . Most of these leases include one or more renewal options for five years or less , and certain leases also include lessee termination options . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use (“ROU”) asset and lease liability. On December 31, 2023, the Company entered into an amendment for one of the existing leases to relocate to another space within the building, commencing on August 1, 2024. The landlord provides a construction allowance, in the form of reimbursements, of up to $ 1.4 million related to approved improvements and renovations of the landlord’s property during the construction period. On July 25, 2024, the Company further amended and restated the agreement which modifies the commencement date of the lease to September 1, 2024. During the three and six months ended June 30, 2024, the Company recognized sublease income of $ 0.1 million and $ 0.1 million, respectively, within Other (loss) income in the Company’s Consolidated Statements of Operations. The components of lease cost are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Components of total lease costs: Operating lease cost $ 435 $ 721 $ 863 $ 1,380 Short-term lease cost 6 7 12 34 Variable lease cost — — — — Total lease cost $ 441 $ 728 $ 875 $ 1,414 Amounts reported in the Condensed Consolidated Balance Sheets were as follows: ($ in thousands) June 30, 2024 December 31, 2023 Operating leases: ROU assets $ 5,653 $ 8,023 Lease liability, current 1,109 1,629 Lease liability, long-term 5,169 7,247 Total lease liabilities $ 6,278 $ 8,876 Weighted-average remaining lease term (in years) 4.1 4.3 Weighted-average discount rate (annualized) 6.2 % 5.8 % Other information related to leases are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 548 $ 667 $ 1,098 $ 1,341 ROU assets obtained in exchange for lease liabilities: Operating leases — — — — The following table presents a maturity analysis of the Company’s operating leases liabilities as of June 30, 2024: ($ in thousands) 2024 $ 762 2025 1,390 2026 1,335 2027 924 2028 734 Thereafter 2,808 Total undiscounted lease payments 7,953 Less: Imputed interest 1,675 Total lease liabilities $ 6,278 |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | 11. Share Based Compensation Omnibus Incentive Plan At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan initially became effective immediately upon the closing of the Business Combination. In June 2022, the Incentive Plan was amended and restated to reserve an additional 6,500,000 shares of Class A common stock for issuance thereunder. In May 2024, the Incentive Plan was again amended and restated to reserve an additional 8,400,000 shares of Class A common stock for issuance thereunder. Under this plan, the Company currently has four types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and performance-based stock options (“PSOs”). Share-Based Awards The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations. Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Share-based compensation expense $ 5.7 $ 6.5 $ 12.0 $ 10.6 Income tax benefit 0.1 0.2 2.3 1.3 Activity for RSAs for the six months ended June 30, 2024 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2023 3,550,365 $ 9.26 Granted 1,858,554 8.00 Forfeited (1) 436,239 9.92 Vested 703,836 10.78 Unvested at June 30, 2024 4,268,844 $ 8.39 (1) The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the six months ended June 30, 2024 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. Activity for RSUs for the six months ended June 30, 2024 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2023 171,384 $ 7.41 Granted 130,923 9.70 Forfeited — — Vested 171,384 7.41 Unvested at June 30, 2024 130,923 $ 9.70 On May 30, 2024, the Company’s Compensation Committee approved two PSU grant agreements, with one vesting based on relative total stock return (“TSR PSUs”) and one vesting based on adjusted EBITDA growth (“EBITDA PSUs”). TSR PSUs are based on a performance condition, such that the Company’s total shareholder return relative to a comparator group for the applicable performance period determines the number of shares (if any) that is ultimately issued upon vesting. The grant date fair value of TSR PSUs is estimated using the Monte Carlo simulation. Compensation expense of TSR PSUs generally is recognized on a straight-line basis over the applicable performance period. EBITDA PSUs are based on a performance condition, such that the growth of the Company’s adjusted EBITDA during each fiscal year within the applicable performance period determines the number of shares (if any) that is ultimately issued upon vesting. The grant date fair value of EBITDA PSUs is based on the quoted market value of the Company’s Class A common stock on the grant date. As the Company determines that the performance condition associated with EBITDA PSUs is probable, the attributable compensation expense generally is recognized on a straight-line basis over the applicable performance period. If, in the future, it is determined that achieving the performance condition related to EBITDA PSUs is improbable, the Company would reverse any compensation expense recognized to date associated with EBITDA PSUs. Activity for PSUs for the six months ended June 30, 2024 was as follows: Class A Common Stock (1) Weighted Average Grant Date Fair Value Unvested at December 31, 2023 1,482,791 $ 10.88 Granted 762,583 13.03 Forfeited — — Vested — — Unvested at June 30, 2024 2,245,374 $ 11.61 (1) Represent shares to be paid out at 100 % target level. For PSUs, RSAs, and RSUs vested during the six months ended June 30, 2024 , the total fair value, based upon the Company’s Class A common stock price at the date vested, was $ 11.3 million. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $ 38.2 million at June 30, 2024 , which is expected to be recognized as expense over the weighted-average period of 2.0 years. Stock Options Activity for PSOs for the six months ended June 30, 2024 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2023 1,148,822 6.13 7.0 $ 2,768,661 Granted — — Forfeited — — Exercised — — Outstanding at June 30, 2024 1,148,822 $ 6.13 7.0 $ 5,089,281 Options vested and exercisable at June 30, 2024 353,354 $ 6.13 7.0 $ 1,565,358 The Company recognized compensation expense for PSOs of $ 0.2 million and $ 0.6 million during the three and six months ended June 30, 2024, respectively. The Company recognized compensation expense for PSOs of $ 0.4 million and $ 0.5 million during the three and six months ended June 30, 2023, respectively. Unrecognized compensation expense related to outstanding PSOs was $ 0.9 million at June 30, 2024 , which is expected to be recognized as expense over the weighted-average period of 1.3 years. The weighted average grant date fair value of PSOs granted during the six months ended June 30, 2023 was $ 2.61 . Fair value was estimated on the date of grant using Monte Carlo simulation with the following weighted average assumptions: Six Months Ended June 30, 2023 Risk-free interest rate 3.42 % Expected volatility 52.82 % Dividend yield 0 % Expected term (in years) 4.5 The risk-free interest rate was based on the yield of a zero-coupon U.S. Treasury security with a maturity equal to the contractual term of seven years. The assumption on expected volatility was based on the average of historical peer group volatilities using daily prices. The dividend yield assumption was determined as 0 % since the Company pays no dividends. Expected term was based on the simplified method outlined in Staff Accounting Bulletin No. 14, Share-Based Payment due to the fact that Company does not have sufficient historical data upon which to estimate an expected term. Given that the Company’s Class A common stock has been publicly traded for less than seven years, the Company believes that the simplified method is an applicable methodology to estimate the expected term of the options as of the grant date. Employee Stock Purchase Plan On August 18, 2021, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP. Under the ESPP, participants are offered the right to purchase shares of the Company’s Class A common stock at a discount during a series of offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to twenty-seven months long. |
Taxation
Taxation | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Taxation | 12. Taxation Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income. The Company’s effective tax rate was 31.8 % and 14.8 % for the three and six months ended June 30, 2024, respectively. The Company recorded an income tax benefit of $ 2.0 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively. The effective tax rate for the three and six months ended June 30, 2024 includes a stock-based compensation adjustments net tax shortfall of $ 1.6 million related to restricted stock awards vesting and a $ 0.4 million state rate change impact on deferred taxes, which are required to be recorded discretely in the interim period in which they occur. The effective tax rate of the Company differs from the federal statutory rate of 21 % primarily due to the tax structure of the Company, the relative weighting of the noncontrolling interest, and lower income from operations over the current relevant period, as well as the aforementioned items required to be reported discretely in the interim period. The Company’s effective tax rate was 19 % and ( 11 %) for the three and six months ended June 30, 2023 , respectively. The Company recorded an income tax benefit of $ 1.1 million and an income tax expense of $ 3.3 million for the three and six months ended June 30, 2023, respectively. The effective tax rate for the three and six months ended June 30, 2023 includes a stock-based compensation adjustments net tax shortfall of $ 2.3 million related to restricted stock awards vesting, which is required to be recorded discretely in the interim period in which it occurs. In addition, the effective tax rate includes a net tax impact of $ 5.8 million related to the disposition of BCS, which is required to be recorded discretely in the interim period in which it occurs due to it being a significant, infrequently occurring item disclosed separately in the quarterly financial statements. The Company recognized adjustments of $ 2.0 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively, of deferred tax assets related to the income tax benefit and expense, respectively, derived from the net operating income generated over the same period. The Company recognized adjustments of $ 1.1 million and ($ 3.3 ) million for the three and six months ended June 30, 2023, respectively, of deferred tax assets related to the income tax benefit and expense, respectively, derived from the net operating income generated over the same period. Deferred tax assets, net of $ 148.5 million as of June 30, 2024 , relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent exchanges of Post-Merger Repay Units by the Company. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $ 36.1 million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date. The Company did not recognize any adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) recorded as a result of the ceiling rule limitation arising under Code Sec. 704(c) for the three and six months ended June 30, 2024 , to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions. As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a 100 % valuation allowance was recognized. No uncertain tax positions existed as of June 30, 2024. Tax Receivable Agreement Liability Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100 % of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in its share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from its acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or the Company. The rights of each party under the TRA other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. As of June 30, 2024, the Company had a liability of $ 194.6 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Condensed Consolidated Balance Sheet. The increase of $ 5.7 million in the TRA liability for the six months ended June 30, 2024, was primarily a result of the decrease in the Early Termination Rate and accretion, partially offset by a decrease in the tax rate and a payment of the current portion of the TRA liability, as reported at December 31, 2023, over the same period. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segments | 13. Segments The Company organizes 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. 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”) offering. RCS is the Company’s proprietary clearing and settlement platform through which the Company markets customizable payment processing programs to other Independent Sales Organizations (“ISOs”) and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail. The Consumer Payments segment represented approximately 86 % and 87 % of the Company’s total revenue after any intersegment eliminations for the three and six months ended June 30, 2024 , respectively. The Consumer Payments segment represented approximately 86 % and 87 % of the Company’s total revenue after any intersegment eliminations for the three and six months ended June 30, 2023, respectively. 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 14 % and 13 % of the Company’s total revenue after any intersegment eliminations for the three and six months ended June 30, 2024 , respectively. The Business Payments segment represented approximately 14 % and 13 % of the Company’s total revenue after any intersegment eliminations for the three and six months ended June 30, 2023, respectively. The following table presents revenue and gross profit for each reportable segment. Three Months Ended June 30, Six Months Ended June 30, ($ in thousand) 2024 2023 2024 2023 Revenue Consumer Payments $ 69,292 $ 65,924 $ 145,428 $ 135,865 Business Payments 10,592 9,829 20,269 18,503 Elimination of intersegment revenues (1) ( 4,978 ) ( 3,970 ) ( 10,071 ) ( 8,048 ) Total revenue $ 74,906 $ 71,783 $ 155,626 $ 146,320 Gross profit (2) Consumer Payments $ 55,546 $ 51,704 $ 115,136 $ 106,329 Business Payments 8,017 7,209 15,065 13,234 Elimination of intersegment revenues ( 4,978 ) ( 3,970 ) ( 10,071 ) ( 8,048 ) Total gross profit $ 58,585 $ 54,943 $ 120,130 $ 111,515 Total other operating expenses (3) $ 62,006 $ 64,809 $ 126,055 $ 139,345 Total other income (expense) ( 2,791 ) 3,485 ( 5,350 ) ( 2,126 ) Loss before income tax expense ( 6,212 ) ( 6,381 ) ( 11,275 ) ( 29,956 ) Income tax benefit (expense) 1,975 1,051 1,673 ( 3,306 ) Net loss $ ( 4,237 ) $ ( 5,330 ) $ ( 9,602 ) $ ( 33,262 ) (1) Represents intercompany eliminations between segments for consolidation purpose. (2) Represents revenue less costs of services (exclusive of depreciation and amortization). (3) Represents total operating expenses less costs of services (exclusive of depreciation and amortization). 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 June 30, 2024 . The CODM reporting package does not include interest income (expense), net, depreciation and amortization, income tax benefit (expense) and 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 | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Management has evaluated subsequent events and their potential effects on these unaudited condensed consolidated financial statements. On July 8, 2024, the Company issued $ 287.5 million aggregate principal amount of 2.875 % Convertible Senior Notes due 2029 (the “2029 Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $ 27.5 million aggregate principal amount of the 2029 Notes were sold in connection with the full exercise of the initial purchasers’ option to purchase such additional 2029 Notes offering pursuant to the purchase agreement. The net proceeds of the 2029 Notes were $ 281.1 million after fees and expenses incurred. The 2029 Notes bear interest at a fixed rate of 2.875 % per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The 2029 Notes will mature on July 15, 2029 , unless earlier repurchased, redeemed, or converted in accordance with their terms. The 2029 Notes are convertible at the option of the holders, under certain circumstances and during certain periods, into cash up to the aggregate principal amount of the 2029 Notes to be converted and cash, shares of the Company’s Class A common stock, or a combination of cash and shares, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. On July 8, 2024, in connection with the issuance of the 2029 Notes, the Company (i) repurchased $ 220.0 million in aggregate principal amount of the 2026 Notes, (ii) used $ 40.0 million of the net proceeds to repurchase approximately 3.9 million shares of Class A common stock, and (iii) incurred $ 39.2 million of costs for privately negotiated capped call transactions with certain financial institutions to cover the number of shares of Class A common stock underlying the 2029 Notes. The capped call had an initial strike price of $ 13.02 per share and a cap price of $ 20.42 per share, which is subject to certain adjustments. On July 10, 2024, the Company entered into a Second Amended and Restated Revolving Credit Agreement (the “Second Amended Credit Agreement”) with certain financial institutions, as lenders, and Truist Bank, as administrative agent. The Second Amended Credit Agreement amends and restates the Amended Credit Agreement. The Amended Credit Agreement consisted of a senior secured revolving credit facility in the aggregate principal amount of $ 185.0 million. The Second Amended Credit Agreement establishes a $ 250.0 million senior secured revolving credit facility. The facility under the Second Amended Credit Agreement matures on the earlier of (a) July 10, 2029 , (b) the date that is 91 days prior to the maturity date of the Company’s 2026 Notes (subject to certain exceptions for adequate liquidity) and (c) the date that is 91 days prior to the maturity date of the Company’s 2029 Notes (subject to certain exceptions for adequate liquidity). The maturity date may be extended, subject to certain terms and conditions. The facility bears interest at rates based either on Term SOFR, plus a margin of between 1.75 % and 2.75 %, or, at the Company’s option, a base rate based on the highest of the prime rate, the federal funds rate plus 0.50 % and Term SOFR for a one-month interest period plus 1.00 %, in each case plus an applicable margin of between 0.75 % and 1.75 %, with the margin in each case depending upon a total net leverage ratio. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Unaudited Interim Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and accompanying notes, which are included in the Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The 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. The interim condensed consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Repay Holdings Corporation and its 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, Custom Payment Systems, LLC, Electronic Payment Providers, 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. |
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 Condensed Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. |
Reclassifications | The Company changed its presentation for Interest expense to Interest income (expense), net within the Condensed Consolidated Statements of Operations. Prior period amounts have been revised to conform to the current presentation. |
Segment Reporting | Segment Reporting The Company reports operating results through two reportable segments: (1) Consumer Payments and (2) Business Payments, as further discussed in Note 13. Segments. |
Recently Issued Accounting Pronouncements not yet Adopted | Recently Issued Accounting Pronouncements not yet Adopted Segment Reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)”. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-07 on its Consolidated Financial Statements. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosure s (“ASU 2023-09”)”. ASU 2023-09 requires public business entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the effects of ASU No. 2023-09 on its Consolidated Financial Statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 periods indicated. Three Months Ended June 30, 2024 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 66,775 $ 10,374 $ ( 4,978 ) $ 72,171 Indirect relationships 2,517 218 — 2,735 Total Revenue $ 69,292 $ 10,592 $ ( 4,978 ) $ 74,906 Three Months Ended June 30, 2023 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 62,899 $ 9,530 $ ( 3,970 ) $ 68,459 Indirect relationships 3,025 299 — 3,324 Total Revenue $ 65,924 $ 9,829 $ ( 3,970 ) $ 71,783 Six Months Ended June 30, 2024 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 140,086 $ 19,845 $ ( 10,071 ) $ 149,860 Indirect relationships 5,342 424 — 5,766 Total Revenue $ 145,428 $ 20,269 $ ( 10,071 ) $ 155,626 Six Months Ended June 30, 2023 ($ in thousands) Consumer Payments Business Payments Elimination of intersegment revenues Total Revenue Direct relationships $ 129,373 $ 17,964 $ ( 8,048 ) $ 139,289 Indirect relationships 6,492 539 — 7,031 Total Revenue $ 135,865 $ 18,503 $ ( 8,048 ) $ 146,320 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Net Income (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: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, except per share data) 2024 2023 2024 2023 Loss before income tax expense $ ( 6,212 ) $ ( 6,381 ) $ ( 11,275 ) $ ( 29,956 ) Less: Net loss attributable to non-controlling interests ( 166 ) ( 687 ) ( 319 ) ( 2,227 ) Income tax benefit (expense) 1,975 1,051 1,673 ( 3,306 ) Net loss attributable to the Company $ ( 4,071 ) $ ( 4,643 ) $ ( 9,283 ) $ ( 31,035 ) Weighted average shares of Class A common stock outstanding - basic and diluted 91,821,369 89,170,814 91,519,789 88,894,820 Loss per share of Class A common stock outstanding - basic and diluted $ ( 0.04 ) $ ( 0.05 ) $ ( 0.10 ) $ ( 0.35 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the three and six months ended June 30, 2024 and 2023, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Post-Merger Repay Units exchangeable for Class A common stock 5,844,095 6,459,153 5,844,095 6,459,153 Unvested share-based awards of Class A common stock 6,645,141 5,772,187 6,645,141 5,772,187 Outstanding stock options for Class A common stock 1,148,822 1,148,822 1,148,822 1,148,822 2026 Notes convertible into Class A common stock 13,095,238 13,095,238 13,095,238 13,095,238 Share equivalents excluded from loss per share 26,733,296 26,475,400 26,733,296 26,475,400 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Condensed Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. June 30, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 147,092 $ — $ — $ 147,092 Restricted cash 26,944 — — 26,944 Other assets — 2,500 — 2,500 Total assets $ 174,036 $ 2,500 $ — $ 176,536 Liabilities: Borrowings $ — $ 401,500 $ — $ 401,500 Tax receivable agreement — — 194,610 194,610 Total liabilities $ — $ 401,500 $ 194,610 $ 596,110 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 118,096 $ — $ — $ 118,096 Restricted cash 26,049 — — 26,049 Other assets — 2,500 — 2,500 Total assets $ 144,145 $ 2,500 $ — $ 146,645 Liabilities: Borrowings $ — $ 375,650 $ — $ 375,650 Tax receivable agreement — — 188,911 188,911 Total liabilities $ — $ 375,650 $ 188,911 $ 564,561 |
Schedule of Rollforward of TRA related to Acquisition and Exchanges of Post-Merger | The following table provides a rollforward of the TRA related to the acquisition and exchanges of Post-Merger Repay Units. See Note 12. Taxation for further discussion on the TRA. Six Months Ended June 30, ($ in thousands) 2024 2023 Balance at beginning of period $ 188,911 $ 179,127 Purchases — 1,987 Payments ( 580 ) — Accretion expense 6,617 — Valuation adjustment ( 338 ) 482 Balance at end of period $ 194,610 $ 181,596 |
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 9. Borrowings for further discussion on borrowings. June 30, 2024 December 31, 2023 ($ in thousands) Carrying value Fair value Carrying value Fair value 2026 Notes $ 435,589 $ 401,500 $ 434,166 $ 375,650 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $ 523,850 $ 216,949 $ 306,901 5.82 Channel relationships 29,885 6,402 23,483 7.86 Software costs 269,465 203,551 65,914 0.73 Non-compete agreements 4,580 4,496 84 0.09 Trade name 20,000 — 20,000 — Balance as of June 30, 2024 $ 847,780 $ 431,398 $ 416,382 4.21 Client relationships $ 523,850 $ 190,591 $ 333,259 6.32 Channel relationships 29,785 4,792 24,993 8.39 Software costs 246,996 178,323 68,673 0.83 Non-compete agreements 4,580 4,364 216 0.23 Trade name 20,000 — 20,000 — Balance as of December 31, 2023 $ 825,211 $ 378,070 $ 447,141 4.68 |
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 2024 $ 47,083 2025 85,691 2026 70,910 2027 57,240 2028 55,167 Thereafter 80,291 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | The following table summarizes the total borrowings under the Amended Credit Agreement and Convertible Senior Debt: ($ in thousands) June 30, 2024 December 31, 2023 Non-current indebtedness: Convertible Senior Debt $ 440,000 $ 440,000 Total borrowings 440,000 440,000 Less: Long-term loan debt issuance cost (1) 4,411 5,834 Total non-current borrowings $ 435,589 $ 434,166 (1) The Company inc urred $ 0.7 million and $ 1.4 million of in terest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2024 , respectively. The Company incurred $ 2.8 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2023 . |
Summary of Principal Maturities of Long-term Debt | The following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: ($ in thousands) 2024 $ — 2025 — 2026 440,000 2027 — 2028 — $ 440,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Components of Lease Cost | The components of lease cost are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Components of total lease costs: Operating lease cost $ 435 $ 721 $ 863 $ 1,380 Short-term lease cost 6 7 12 34 Variable lease cost — — — — Total lease cost $ 441 $ 728 $ 875 $ 1,414 |
Schedule of Operating Lease and Supplemental Information | Amounts reported in the Condensed Consolidated Balance Sheets were as follows: ($ in thousands) June 30, 2024 December 31, 2023 Operating leases: ROU assets $ 5,653 $ 8,023 Lease liability, current 1,109 1,629 Lease liability, long-term 5,169 7,247 Total lease liabilities $ 6,278 $ 8,876 Weighted-average remaining lease term (in years) 4.1 4.3 Weighted-average discount rate (annualized) 6.2 % 5.8 % |
Summary of Other Information Related to Lease | Other information related to leases are as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 548 $ 667 $ 1,098 $ 1,341 ROU assets obtained in exchange for lease liabilities: Operating leases — — — — |
Schedule of Maturity Analysis of the Company's Operating Leases Liabilities | The following table presents a maturity analysis of the Company’s operating leases liabilities as of June 30, 2024: ($ in thousands) 2024 $ 762 2025 1,390 2026 1,335 2027 924 2028 734 Thereafter 2,808 Total undiscounted lease payments 7,953 Less: Imputed interest 1,675 Total lease liabilities $ 6,278 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Expense and Related Income Tax Benefit | The following table summarizes share-based compensation expense and the related income tax benefit recognized for the Company’s share-based compensation awards. Share-based compensation expenses are recorded within Selling, general and administrative in the Company’s Condensed Consolidated Statement of Operations. Three Months Ended June 30, Six Months Ended June 30, ($ in millions) 2024 2023 2024 2023 Share-based compensation expense $ 5.7 $ 6.5 $ 12.0 $ 10.6 Income tax benefit 0.1 0.2 2.3 1.3 |
Schedule of Outstanding Performance Stock Units Activity, Restricted Stock Awards, Restricted Stock Units and Performance-based Stock Options | Activity for RSAs for the six months ended June 30, 2024 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2023 3,550,365 $ 9.26 Granted 1,858,554 8.00 Forfeited (1) 436,239 9.92 Vested 703,836 10.78 Unvested at June 30, 2024 4,268,844 $ 8.39 (1) The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the six months ended June 30, 2024 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. Activity for RSUs for the six months ended June 30, 2024 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2023 171,384 $ 7.41 Granted 130,923 9.70 Forfeited — — Vested 171,384 7.41 Unvested at June 30, 2024 130,923 $ 9.70 Activity for PSUs for the six months ended June 30, 2024 was as follows: Class A Common Stock (1) Weighted Average Grant Date Fair Value Unvested at December 31, 2023 1,482,791 $ 10.88 Granted 762,583 13.03 Forfeited — — Vested — — Unvested at June 30, 2024 2,245,374 $ 11.61 (1) Represent shares to be paid out at 100 % target level. Activity for PSOs for the six months ended June 30, 2024 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2023 1,148,822 6.13 7.0 $ 2,768,661 Granted — — Forfeited — — Exercised — — Outstanding at June 30, 2024 1,148,822 $ 6.13 7.0 $ 5,089,281 Options vested and exercisable at June 30, 2024 353,354 $ 6.13 7.0 $ 1,565,358 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Fair value was estimated on the date of grant using Monte Carlo simulation with the following weighted average assumptions: Six Months Ended June 30, 2023 Risk-free interest rate 3.42 % Expected volatility 52.82 % Dividend yield 0 % Expected term (in years) 4.5 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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. Three Months Ended June 30, Six Months Ended June 30, ($ in thousand) 2024 2023 2024 2023 Revenue Consumer Payments $ 69,292 $ 65,924 $ 145,428 $ 135,865 Business Payments 10,592 9,829 20,269 18,503 Elimination of intersegment revenues (1) ( 4,978 ) ( 3,970 ) ( 10,071 ) ( 8,048 ) Total revenue $ 74,906 $ 71,783 $ 155,626 $ 146,320 Gross profit (2) Consumer Payments $ 55,546 $ 51,704 $ 115,136 $ 106,329 Business Payments 8,017 7,209 15,065 13,234 Elimination of intersegment revenues ( 4,978 ) ( 3,970 ) ( 10,071 ) ( 8,048 ) Total gross profit $ 58,585 $ 54,943 $ 120,130 $ 111,515 Total other operating expenses (3) $ 62,006 $ 64,809 $ 126,055 $ 139,345 Total other income (expense) ( 2,791 ) 3,485 ( 5,350 ) ( 2,126 ) Loss before income tax expense ( 6,212 ) ( 6,381 ) ( 11,275 ) ( 29,956 ) Income tax benefit (expense) 1,975 1,051 1,673 ( 3,306 ) Net loss $ ( 4,237 ) $ ( 5,330 ) $ ( 9,602 ) $ ( 33,262 ) (1) Represents intercompany eliminations between segments for consolidation purpose. (2) Represents revenue less costs of services (exclusive of depreciation and amortization). (3) Represents total operating expenses less costs of services (exclusive of depreciation and amortization). |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Summary Of Significant Accounting Policies [Line Items] | |
Number of reportable segments | 2 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenue | |||||
Total Revenue | $ 74,906 | $ 71,783 | $ 155,626 | $ 146,320 | |
Elimination of Intersegment Revenues | |||||
Revenue | |||||
Total Revenue | [1] | (4,978) | (3,970) | (10,071) | (8,048) |
Consumer Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | 69,292 | 65,924 | 145,428 | 135,865 | |
Business Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | 10,592 | 9,829 | 20,269 | 18,503 | |
Direct Relationships | |||||
Revenue | |||||
Total Revenue | 72,171 | 68,459 | 149,860 | 139,289 | |
Direct Relationships | Elimination of Intersegment Revenues | |||||
Revenue | |||||
Total Revenue | (4,978) | (3,970) | (10,071) | (8,048) | |
Direct Relationships | Consumer Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | 66,775 | 62,899 | 140,086 | 129,373 | |
Direct Relationships | Business Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | 10,374 | 9,530 | 19,845 | 17,964 | |
Indirect Relationships | |||||
Revenue | |||||
Total Revenue | 2,735 | 3,324 | 5,766 | 7,031 | |
Indirect Relationships | Consumer Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | 2,517 | 3,025 | 5,342 | 6,492 | |
Indirect Relationships | Business Payments | Operating Segments | |||||
Revenue | |||||
Total Revenue | $ 218 | $ 299 | $ 424 | $ 539 | |
[1] Represents intercompany eliminations between segments for consolidation purpose. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 1.5 | $ 1.4 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Net Income (Loss) and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Loss before income tax expense | $ (6,212) | $ (6,381) | $ (11,275) | $ (29,956) |
Less: Net loss attributable to non-controlling interests | (166) | (687) | (319) | (2,227) |
Income tax benefit (expense) | 1,975 | 1,051 | 1,673 | (3,306) |
Net loss attributable to the Company | $ (4,071) | $ (4,643) | $ (9,283) | $ (31,035) |
Weighted average shares of Class A common stock outstanding - basic | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Weighted average shares of Class A common stock outstanding - diluted | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Loss per share of Class A common stock outstanding - basic | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Loss per share of Class A common stock outstanding - diluted | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Class A Common Stock | ||||
Weighted average shares of Class A common stock outstanding - basic | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Weighted average shares of Class A common stock outstanding - diluted | 91,821,369 | 89,170,814 | 91,519,789 | 88,894,820 |
Loss per share of Class A common stock outstanding - basic | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Loss per share of Class A common stock outstanding - diluted | $ (0.04) | $ (0.05) | $ (0.1) | $ (0.35) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from loss per share | 26,733,296 | 26,475,400 | 26,733,296 | 26,475,400 |
Class A Common Stock | Post-Merger Repay Units Exchangeable | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from loss per share | 5,844,095 | 6,459,153 | 5,844,095 | 6,459,153 |
Class A Common Stock | Unvested Share-based Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from loss per share | 6,645,141 | 5,772,187 | 6,645,141 | 5,772,187 |
Class A Common Stock | Outstanding Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from loss per share | 1,148,822 | 1,148,822 | 1,148,822 | 1,148,822 |
Class A Common Stock | 2026 Notes Convertible | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from loss per share | 13,095,238 | 13,095,238 | 13,095,238 | 13,095,238 |
Business Disposition - Addition
Business Disposition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 15, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||||
Cash proceeds from sale of business, net of cash retained | $ 40,273 | ||||
Loss on business disposition | $ (149) | (10,027) | |||
Revenue | $ 74,906 | 71,783 | $ 155,626 | 146,320 | |
Blue Cow Software | |||||
Business Acquisition [Line Items] | |||||
Transaction expenses related to the business combination | $ 0 | 3,400 | |||
Cash proceeds from sale of business, net of cash retained | $ 40,300 | ||||
Cash retained | $ 1,600 | ||||
Loss on business disposition | (10,000) | ||||
Blue Cow Software | Consumer Payments | |||||
Business Acquisition [Line Items] | |||||
Dispositions | $ 35,300 | ||||
Revenue | $ 1,200 |
Fair Value - Summary of Carryin
Fair Value - Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash and cash equivalents | $ 147,092 | $ 118,096 |
Restricted cash | 26,944 | 26,049 |
Other assets | 2,500 | 2,500 |
Total assets | 176,536 | 146,645 |
Liabilities: | ||
Borrowings | 401,500 | 375,650 |
Tax receivable agreement | 194,610 | 188,911 |
Total liabilities | 596,110 | 564,561 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 147,092 | 118,096 |
Restricted cash | 26,944 | 26,049 |
Total assets | 174,036 | 144,145 |
Level 2 | ||
Assets: | ||
Other assets | 2,500 | 2,500 |
Total assets | 2,500 | 2,500 |
Liabilities: | ||
Borrowings | 401,500 | 375,650 |
Total liabilities | 401,500 | 375,650 |
Level 3 | ||
Liabilities: | ||
Tax receivable agreement | 194,610 | 188,911 |
Total liabilities | $ 194,610 | $ 188,911 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Increase in TRA liability | $ 5,700 | |
New Credit Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Line of credit | 0 | $ 0 |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
TRA, balance adjusted through a payment, accretion expense and valuation adjustment | $ 5,700 | |
TRA, measurement input | 7.05 | 0.071 |
Alternative Investment, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Alternative Investment, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair value change in tax receivable agreement liability |
Fair Value - Schedule of Carryi
Fair Value - Schedule of Carrying Value and Estimated Fair Value of Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | $ 401,500 | $ 375,650 |
Carrying Value | 2026 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | 435,589 | 434,166 |
Fair Value | 2026 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Borrowings | $ 401,500 | $ 375,650 |
Fair Value - Schedule of Rollfo
Fair Value - Schedule of Rollforward of TRA related to Acquisition and Exchanges of Post-Merger (Details) - Tax Receivable Agreement - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 188,911 | $ 179,127 |
Purchases | 1,987 | |
Payments | (580) | |
Accretion expense | 6,617 | |
Valuation adjustment | (338) | 482 |
Balance at end of period | $ 194,610 | $ 181,596 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) TradeName | Jun. 30, 2023 USD ($) | Dec. 31, 2023 TradeName | |
Schedule of Indefinite-Lived Intangible Assets [Table] | |||||
Number of trade names | TradeName | 1 | 1 | |||
Amortization of Intangible Assets | $ | $ 26.6 | $ 25.7 | $ 53 | $ 51.1 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 847,780 | $ 825,211 |
Accumulated Amortization | 431,398 | 378,070 |
Net Carrying Value | $ 416,382 | $ 447,141 |
Weighted Average Useful Life (Years) | 4 years 2 months 15 days | 4 years 8 months 4 days |
Client Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 523,850 | $ 523,850 |
Accumulated Amortization | 216,949 | 190,591 |
Net Carrying Value | $ 306,901 | $ 333,259 |
Weighted Average Useful Life (Years) | 5 years 9 months 25 days | 6 years 3 months 25 days |
Channel Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 29,885 | $ 29,785 |
Accumulated Amortization | 6,402 | 4,792 |
Net Carrying Value | $ 23,483 | $ 24,993 |
Weighted Average Useful Life (Years) | 7 years 10 months 9 days | 8 years 4 months 20 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 269,465 | $ 246,996 |
Accumulated Amortization | 203,551 | 178,323 |
Net Carrying Value | $ 65,914 | $ 68,673 |
Weighted Average Useful Life (Years) | 8 months 23 days | 9 months 29 days |
Non-Complete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,580 | $ 4,580 |
Accumulated Amortization | 4,496 | 4,364 |
Net Carrying Value | $ 84 | $ 216 |
Weighted Average Useful Life (Years) | 1 month 2 days | 2 months 23 days |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 20,000 | $ 20,000 |
Net Carrying Value | $ 20,000 | $ 20,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Estimated Future Amortization Expense | |
2024 | $ 47,083 |
2025 | 85,691 |
2026 | 70,910 |
2027 | 57,240 |
2028 | 55,167 |
Thereafter | $ 80,291 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill [Line Items] | ||
Goodwill | $ 716,793,000 | $ 716,793,000 |
Consumer Payments | ||
Goodwill [Line Items] | ||
Goodwill | 0 | |
Goodwill impairment loss | 0 | |
Business Payments | ||
Goodwill [Line Items] | ||
Goodwill | 0 | |
Goodwill impairment loss | 0 | |
Accumulated impairment losses | $ 75,700,000 | $ 75,700,000 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 28, 2023 USD ($) | Jan. 19, 2021 USD ($) $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 29, 2021 USD ($) | Dec. 28, 2021 USD ($) | Feb. 03, 2021 USD ($) | |
New Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit | $ 0 | $ 0 | $ 0 | |||||||
Interest expense | $ 900,000 | $ 900,000 | $ 1,800,000 | $ 2,000,000 | ||||||
New Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn line of credit | $ 185,000,000 | |||||||||
Line of credit facility repaid amount | $ 20,000,000 | |||||||||
Senior Secured Revolving Credit Facility | New Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 185,000,000 | $ 60,000,000 | ||||||||
Senior Secured Revolving Credit Facility | New Credit Agreement | Truist Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Undrawn line of credit | $ 125,000,000 | |||||||||
2026 Notes | Notes Offering | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 440,000,000 | |||||||||
Debt instrument interest rate | 0% | |||||||||
Debt instrument, maturity date | Feb. 01, 2026 | |||||||||
2026 Notes | Notes Offering | Class A Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, convertible notes, conversion rate | 29.7619 | |||||||||
Debt instrument, convertible notes, conversion price per share | $ / shares | $ 33.6 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Total borrowings | $ 440,000 | $ 440,000 | |
Less: Long-term loan debt issuance cost | [1] | 4,411 | 5,834 |
Total non-current borrowings | 435,589 | 434,166 | |
Convertible Senior Debt | |||
Debt Instrument [Line Items] | |||
Total borrowings | $ 440,000 | $ 440,000 | |
[1] The Company inc urred $ 0.7 million and $ 1.4 million of in terest expense for the amortization of deferred debt issuance costs for the three and six months ended June 30, 2024 , respectively. The Company incurred $ 2.8 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2023 . |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Interest expense for the amortization of deferred debt issuance costs | $ 1,423 | $ 1,423 | ||
Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Interest expense for the amortization of deferred debt issuance costs | $ 700 | $ 1,400 | $ 2,800 |
Borrowings - Summary of Princip
Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2026 | $ 440,000 | |
Total borrowings | $ 440,000 | $ 440,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | |
Lease [Line Items] | |||
Operating lease expiration year | 2035 | ||
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 five 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 | ||
Other (Loss) Income | |||
Lease [Line Items] | |||
Sublease income | $ 0.1 | $ 0.1 | |
Minimum | |||
Lease [Line Items] | |||
Operating lease, term of contract | 3 years | 3 years | |
Maximum | |||
Lease [Line Items] | |||
Operating lease, term of contract | 10 years | 10 years | |
Operating lease, renewal term | 5 years | 5 years | |
Subsequent Event | |||
Lease [Line Items] | |||
Construction allowance to be used on relocated space for design and construction of improvements and renovations | $ 1.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Components of total lease costs: | ||||
Operating lease cost | $ 435 | $ 721 | $ 863 | $ 1,380 |
Short-term lease cost | 6 | 7 | 12 | 34 |
Total lease cost | $ 441 | $ 728 | $ 875 | $ 1,414 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating leases: | ||
ROU assets | $ 5,653 | $ 8,023 |
Lease liability, current | 1,109 | 1,629 |
Lease liability, long-term | 5,169 | 7,247 |
Total lease liabilities | $ 6,278 | $ 8,876 |
Weighted-average remaining lease term (in years) | 4 years 1 month 6 days | 4 years 3 months 18 days |
Weighted-average discount rate (annualized) | 6.20% | 5.80% |
Commitments and Contingencies_4
Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 548 | $ 667 | $ 1,098 | $ 1,341 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 762 | |
2025 | 1,390 | |
2026 | 1,335 | |
2027 | 924 | |
2028 | 734 | |
Thereafter | 2,808 | |
Total undiscounted lease payments | 7,953 | |
Less: Imputed interest | 1,675 | |
Total lease liabilities | $ 6,278 | $ 8,876 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2024 | Jun. 30, 2022 | Aug. 18, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs | $ 38.2 | $ 38.2 | |||||
Weighted-average period related to unvested PSUs, RSAs, RSUs and PSOs | 2 years | ||||||
Recognized compensation expense related to PSOs | 5.7 | $ 6.5 | $ 12 | $ 10.6 | |||
Dividend yield | 0% | ||||||
Performance based Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to PSOs | 0.9 | $ 0.9 | |||||
Weighted-average period related to unvested PSUs, RSAs, RSUs and PSOs | 1 year 3 months 18 days | ||||||
Weighted average grant date fair value, Granted | $ 2.61 | ||||||
Recognized compensation expense related to PSOs | $ 0.2 | $ 0.4 | $ 0.6 | $ 0.5 | |||
Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted average grant date fair value, Granted | $ 13.03 | ||||||
Class A Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Fair value vested related to PSUs, RSAs and RSUs | $ 11.3 | ||||||
Class A Common Stock | Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares to be paid out at target level percentage | 100% | ||||||
2019 Plan | Class A Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 7,326,728 | 7,326,728 | 8,400,000 | 6,500,000 | |||
2021 Employee Stock Purchase Plan | Class A Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 1,000,000 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Share Based Compensation Expense and Related Income Tax Benefit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based compensation expense | $ 5.7 | $ 6.5 | $ 12 | $ 10.6 |
Income tax benefit | $ 0.1 | $ 0.2 | $ 2.3 | $ 1.3 |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Outstanding Restricted Stock Awards Activity (Details) - Unvested Restricted Share Awards | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 9.26 | |
Weighted average grant date fair value, Granted | $ / shares | 8 | |
Weighted average grant date fair value, Forfeited | $ / shares | 9.92 | [1] |
Weighted average grant date fair value, Vested | $ / shares | 10.78 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 8.39 | |
Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 3,550,365 | |
Granted | shares | 1,858,554 | |
Forfeited | shares | 436,239 | [1] |
Vested | shares | 703,836 | |
Unvested, Ending Balance | shares | 4,268,844 | |
[1] The forfeited shares include shares forfeited as a result of employee terminations and shares withheld to satisfy employees’ tax withholding and payment obligations in connection with the vesting of restricted stock awards under the Incentive Plan during the six months ended June 30, 2024 ; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Outstanding Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 7.41 |
Weighted average grant date fair value, Granted | $ / shares | 9.70 |
Weighted average grant date fair value, Vested | $ / shares | 7.41 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 9.70 |
Class A Common Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Beginning Balance | shares | 171,384 |
Granted | shares | 130,923 |
Vested | shares | 171,384 |
Unvested, Ending Balance | shares | 130,923 |
Share Based Compensation - Sc_4
Share Based Compensation - Schedule of Outstanding Performance Stock Units Activity (Details) - Performance Stock Units | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 10.88 | |
Weighted average grant date fair value, Granted | $ / shares | 13.03 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 11.61 | |
Class A Share | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 1,482,791 | [1] |
Granted | shares | 762,583 | [1] |
Unvested, Ending Balance | shares | 2,245,374 | [1] |
[1] Represent shares to be paid out at 100 % target level. |
Share Based Compensation - Sc_5
Share Based Compensation - Schedule of Outstanding Performance-based Stock Options (Details) - Performance based Stock Options - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding beginning balance | 1,148,822 | |
Outstanding ending balance | 1,148,822 | 1,148,822 |
Options vested and exercisable at June 30, 2024 | 353,354 | |
Weighted Average Exercise Price, Outstanding | $ 6.13 | |
Weighted Average Exercise Price, Outstanding | 6.13 | $ 6.13 |
Weighted Average Exercise Price, Options vested and exercisable at June 30, 2024 | $ 6.13 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years | 7 years |
Weighted Average Remaining Contractual Term (in years), Options vested and exercisable at June 30, 2024 | 7 years | |
Aggregate Intrinsic Value, Outstanding | $ 5,089,281 | $ 2,768,661 |
Aggregate Intrinsic Value, Options vested and exercisable at June 30, 2024 | $ 1,565,358 |
Share Based Compensation - Sc_6
Share Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 3.42% |
Expected volatility | 52.82% |
Dividend yield | 0% |
Expected term (in years) | 4 years 6 months |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jul. 11, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 15, 2021 | |
Valuation Allowance [Line Items] | |||||||
Effective tax rate | 31.80% | 19% | 14.80% | (11.00%) | |||
Income tax expense (benefit) | $ 1,975,000 | $ 1,051,000 | $ 1,673,000 | $ (3,306,000) | |||
Stock based compensation adjustments net tax shortfall | 1,600,000 | $ 2,300,000 | 1,600,000 | $ 2,300,000 | |||
State rate change impact on deferred taxes | 400,000 | $ 400,000 | |||||
Federal statutory rate | 21% | ||||||
Deferred tax liabilities, net | $ 36,100,000 | ||||||
Deferred tax assets, net | 148,545,000 | $ 148,545,000 | $ 146,872,000 | ||||
Valuation allowance recognized, percentage | 100% | ||||||
Uncertain tax positions | 0 | $ 0 | |||||
Percentage of tax benefits payable under Tax Receivable Agreement | 100% | ||||||
Liability related to projected obligations under Tax Receivable Agreement | $ 194,600,000 | 194,600,000 | |||||
Increase in TRA liability | 5,700,000 | ||||||
Blue Cow Software | |||||||
Valuation Allowance [Line Items] | |||||||
Net tax impact | $ 5,800,000 |
Segments - Additional Informati
Segments - Additional Information (Details) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Number of operating segment | 2 | |||
Number of reportable segments | 2 | |||
Consumer Payments | Revenue, Segment Benchmark | Segment Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 86% | 86% | 87% | 87% |
Business Payments | Revenue, Segment Benchmark | Segment Concentration Risk | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk percentage | 14% | 14% | 13% | 13% |
Segments - Schedule of Revenue
Segments - Schedule of Revenue and Gross Profit for Each Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Segment Reporting Information [Line Items] | |||||
Total Revenue | $ 74,906 | $ 71,783 | $ 155,626 | $ 146,320 | |
Total gross profit | [1] | 58,585 | 54,943 | 120,130 | 111,515 |
Total other operating expenses | [2] | 62,006 | 64,809 | 126,055 | 139,345 |
Total other income (expense) | (2,791) | 3,485 | (5,350) | (2,126) | |
Loss before income tax expense | (6,212) | (6,381) | (11,275) | (29,956) | |
Income tax benefit (expense) | 1,975 | 1,051 | 1,673 | (3,306) | |
Net loss | (4,237) | (5,330) | (9,602) | (33,262) | |
Operating Segments | Consumer Payments | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenue | 69,292 | 65,924 | 145,428 | 135,865 | |
Total gross profit | [1] | 55,546 | 51,704 | 115,136 | 106,329 |
Operating Segments | Business Payments | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenue | 10,592 | 9,829 | 20,269 | 18,503 | |
Total gross profit | [1] | 8,017 | 7,209 | 15,065 | 13,234 |
Intersegment Elimination | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenue | [3] | (4,978) | (3,970) | (10,071) | (8,048) |
Total gross profit | [1] | $ (4,978) | $ (3,970) | $ (10,071) | $ (8,048) |
[1] Represents revenue less costs of services (exclusive of depreciation and amortization). Represents total operating expenses less costs of services (exclusive of depreciation and amortization). Represents intercompany eliminations between segments for consolidation purpose. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jul. 10, 2024 | Jul. 08, 2024 | Jan. 19, 2021 |
Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Net proceeds to repurchase shares | $ 40 | ||
Capped call transaction cost | $ 39.2 | ||
Capped call, initial strike price | $ 13.02 | ||
Capped call, cap price | $ 20.42 | ||
Private Placement | Class A Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares repurchased | 3.9 | ||
2029 Notes | Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 287.5 | ||
Debt instrument interest rate | 2.875% | ||
Debt instrument, maturity date | Jul. 15, 2029 | ||
2029 Notes | Private Placement | Purchase Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 27.5 | ||
Net proceeds after fees and expenses incurred | 281.1 | ||
2026 Notes | Private Placement | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 440 | ||
Debt instrument interest rate | 0% | ||
Debt instrument, maturity date | Feb. 01, 2026 | ||
2026 Notes | Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount repurchased | $ 220 | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 250 | ||
Debt instrument, maturity date | Jul. 10, 2029 | ||
Debt instrument, description of variable rate basis | The facility bears interest at rates based either on Term SOFR, plus a margin of between 1.75% and 2.75%, or, at the Company’s option, a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and Term SOFR for a one-month interest period plus 1.00%, in each case plus an applicable margin of between 0.75% and 1.75%, with the margin in each case depending upon a total net leverage ratio. | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | SOFR | Minimum | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | SOFR | Maximum | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.75% | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | Federal Funds Rate | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | One Month SOFR | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | Applicable Margin Upon Net Leverage Ratio | Minimum | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.75% | ||
Senior Secured Revolving Credit Facility | Second Amended Credit Agreement | Subsequent Event | Applicable Margin Upon Net Leverage Ratio | Maximum | |||
Subsequent Event [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Senior Secured Revolving Credit Facility | Amended Credit Agreement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 185 |