Business combinations | 4. Business combinations Hawk Parent Holdings LLC Thunder Bridge and Hawk Parent entered into the Merger Agreement effective as of January 21, 2019 and announced consummation of the transactions contemplated by the Merger Agreement on July 11, 2019. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, (a) Thunder Bridge effected the domestication to become a Delaware corporation and (b) a wholly-owned subsidiary of Thunder Bridge merged with and into Hawk Parent, with Hawk Parent continuing as the surviving entity and becoming a subsidiary of the Company (with Thunder Bridge receiving membership interests in Hawk Parent as the surviving entity and becoming the managing member of the surviving entity). At the effective time of the Business Combination, Thunder Bridge changed its corporate name to “Repay Holdings Corporation” and all outstanding securities of Hawk Parent converted into the right to receive the consideration specified in the Merger Agreement. Each member of Hawk Parent received in exchange for their limited liability interests (i) one share of Class V common stock of the Company and (ii) a pro rata share of (A) non-voting limited liability units of Hawk Parent as the surviving entity, referred to as Post-Merger Repay Units, (B) certain cash consideration, and (C) the contingent right to receive certain additional Post-Merger Repay Units issued as an earn-out under the Merger Agreement after the Closing (“Earn-Out Units”). Shares of Class A common stock of the Company will provide the holder with voting and economic rights with respect to the Company as a holder of common stock. Each share of Class V common stock of the Company entitles the holder to vote as a stockholder of the Company, with the number of votes equal to the number of Post-Merger Repay Units held by the holder but provides no economic rights to the holder. At any time after the six month anniversary of the Closing, pursuant to the terms of the Exchange Agreement, each holder of a Post-Merger Repay Unit will be entitled to exchange such unit for one share of Class A common stock of the Company. The amount of cash consideration paid to selling Hawk Parent members at the Closing was equal to the following: (i) the total cash and cash equivalents of Thunder Bridge (including funds in its trust account after the redemption of its public stockholders and the proceeds of any debt or equity financing), minus plus minus minus minus minus minus minus minus minus Pursuant to a Tax Receivable Agreement between the Company and the selling Hawk Parent members, the Company will pay to exchanging holders of Post-Merger Repay Units 100% of the tax savings that the Company realizes as a result of increases in tax basis in REPAY’s assets as a result of the exchange of the Post-Merger Repay Units for shares of Class A common stock pursuant to the Exchange Agreement and certain other tax attributes of Repay and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Hawk Parent constitutes a business, with inputs, processes, and outputs. Accordingly, the Business Combination constitutes the acquisition of a business for purposes of ASC 805 and, due to the changes in control from the Business Combination, is accounted for using the acquisition method. Under the acquisition method, the acquisition date fair value of the gross consideration paid by Thunder Bridge to close the Business Combination was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. The following summarizes the preliminary purchase consideration paid to the selling members of Hawk Parent: Cash Consideration $ 260,811,062 Unit Consideration (1) 220,452,964 Contingent consideration (2) 12,300,000 Tax receivable agreement liability (3) 65,886,701 Net working capital adjustment (396,737 ) Total purchase price $ 559,053,990 (1) The Company issued 22,045,297 shares of Post-Merger Repay Units valued at $10.00 per share as of July 11, 2019. (2) Reflects the fair value of Earn-Out Units, the contingent consideration to be paid to the selling members of Hawk Parent, pursuant to the Merger Agreement. The Company will reflect this as noncontrolling interests on its balance sheet. The Repay Unitholders will have the contingent earn out right to receive, up to 7,500,000 Earn-Out Units based on the stock price of the Company during the 12 and 24 month anniversaries of the Closing as follows: a. If within the twelve month anniversary of the Closing, the volume weighted average price of the Class A Common Stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period, the selling Hawk Parent members will be entitled to receive 50% of the Earn Out Units; and b. If within the twenty-four month anniversary of the Closing, the volume weighted average price of the Class A Common Stock is greater than or equal to $14.00 over any 20 trading days within any 30 trading day period, the selling Hawk Parent members will be entitled to receive 100% of the Earn Out Units. (3) The Company recorded an allocation of the purchase price to Hawk Parent’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 11, 2019 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 11,281,078 Accounts receivable 10,593,867 Prepaid expenses and other current assets 890,745 Total current assets 22,765,690 Property, plant and equipment, net 1,167,872 Restricted cash 6,930,434 Identifiable intangible assets 301,000,000 Total identifiable assets acquired 331,863,996 Accounts payable (4,206,413 ) Accrued expenses (8,831,363 ) Accrued employee payments (6,501,123 ) Other liabilities (16,864 ) Repay debt assumed (93,514,583 ) Net identifiable assets acquired 218,793,650 Goodwill 340,260,340 Total purchase price $ 559,053,990 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-competition agreements $ 3.0 2 Trade names 20.0 Indefinite Developed technology 65.0 3 Merchant relationships 210.0 10 Channel relationships 3.0 10 $ 301.0 Goodwill, $340.3 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Hawk Parent. The Successor incurred $1,212,589 of transaction expenses related to the Business Combination, from July 11, 2019 to September 30, 2019. The Predecessor incurred $32,420,151 and $34,761,354 of transaction expenses from July 1 to July 10, 2019 and January 1 to July 10, 2019, respectively. Thunder Bridge incurred $14,969,576 and $16,172,974 of transaction expenses, not reported in the Predecessor consolidated statement of operations, directly related to the Business Combination for the period from July 1, 2019 to July 10, 2019 and the period from January 1, 2019 to July 10, 2019, respectively. TriSource Solutions, LLC Upon closing the TriSource Acquisition, the Company acquired all of the ownership interests of TriSource Solutions, LLC. The TriSource Acquisition provides the Company with its own back-end transaction processing capabilities that will allow the Company to reduce future targets’ transaction processing costs and to expedite other synergy realization efforts. Under the terms of the TriSource Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $60 million in cash. In addition to the closing consideration, the TriSource Purchase Agreement contains a performance based earn-out based on future results of the acquired business, which could result in an additional payment to the former owners of TriSource of up to $5 million. The TriSource Acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The TriSource Purchase Agreement contains customary representations, warranties and covenants by REPAY and the former owners of TriSource, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the selling members of TriSource: Cash Consideration $ 60,034,000 Contingent consideration (1) 2,250,000 Total purchase price $ 62,284,000 (1) The Company recorded a preliminary allocation of the purchase price to TriSource’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the August 13, 2019 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 383,236 Accounts receivable 2,290,441 Prepaid expenses and other current assets 95,763 Total current assets 2,769,440 Property, plant and equipment, net 215,739 Restricted cash 509,019 Identifiable intangible assets 31,500,000 Total identifiable assets acquired 34,994,198 Accounts payable (1,621,252 ) Accrued expenses (756,117 ) Net identifiable assets acquired 32,616,829 Goodwill 29,667,171 Total purchase price $ 62,284,000 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-competition agreements $ 0.2 2 Trade names 0.8 Indefinite Developed technology 4.0 3 Merchant relationships 26.5 10 $ 31.5 Goodwill, $29.7 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of TriSource. The Company incurred transaction expenses of $1,104,934 from July 11, 2019 to September 30, 2019, related to the TriSource Acquisition. Since the date of the acquisition, TriSource has contributed $3,440,678 to revenue and $170,874 in net income to the Company’s unaudited consolidated statement of operations. Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Hawk Parent Business Combination and TriSource Acquisition as if the transactions had occurred on January 1, 2018. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended September 30, 2019 Pro Forma Three Months Ended September 30, 2018 Pro Forma Nine Months Ended September 30, 2019 Pro Forma Nine Months Ended September 30, 2018 Revenue $ 44,182,943 $ 38,396,483 $ 132,946,950 $ 113,973,450 Net loss (14,360,187 ) (5,997,998 ) (22,112,665 ) (21,465,282 ) Net loss attributable to non-controlling interests (5,850,340 ) (2,443,584 ) (9,008,700 ) (8,744,956 ) Net loss attributable to the Company (8,509,847 ) (3,554,414 ) (13,103,965 ) (12,720,326 ) Loss per Class A share - basic and diluted $ (0.25 ) $ (0.11 ) $ (0.38 ) $ (0.38 ) |