Business Combinations | 5. 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 of the transaction (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. Pursuant to the terms of the Exchange Agreement, each holder of a Post-Merger Repay Unit is 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 Pursuant to the TRA, 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 the Company’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 between the Company and the Class A unit holders of Hawk Parent Holdings LLC, excluding the Company, dated as of July 11, 2019, and certain other tax attributes of Repay and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. 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 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) 65,537,761 Net working capital adjustment (396,737 ) Total purchase price $ 558,705,050 (1) (2) (3) Represents liability with an estimated fair value of $ 65.5 million as a result of the TRA. If all the Post-Merger Repay Units are ultimately exchanged, the liability will significantly increase based on a variety of factors present at the time of exchange including, but not limited to, the market price at the time of the exchange. If the Company were to elect to terminate the Tax Receivable Agreement early, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. 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 final 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 339,911,400 Total purchase price $ 558,705,050 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 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, $339.9 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. TriSource Solutions, LLC On August 13, 2019, the Company acquired all of the ownership interests of TriSource. Under the terms of the Securities Purchase Agreement, between Repay Holdings, LLC and the direct and indirect owners of TriSource, as of August 13, 2019 (the “TriSource Purchase Agreement”), the aggregate consideration paid at closing by Repay was approximately $60.2 million in cash. In addition to the closing consideration, the TriSource Purchase Agreement contains a performance based earnout based on future results of the acquired business, which have result ed in an additional payment to the former owners of TriSource of up to $ 5.0 million. The TriSource a cquisition 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 the Company 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 purchase consideration paid to the selling members of TriSource: Cash Consideration $ 60,235,090 Contingent consideration (1) 2,250,000 Total purchase price $ 62,485,090 ( 1 ) The Company recorded an 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 final 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 30,500,000 Total identifiable assets acquired 33,994,198 Accounts payable (1,621,252 ) Accrued expenses (756,117 ) Net identifiable assets acquired 31,616,829 Goodwill 30,868,261 Total purchase price $ 62,485,090 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.4 5 Trade names 0.7 Indefinite Developed technology 3.9 3 Merchant relationships 25.5 10 $ 30.5 Goodwill, $30.9 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. APS Payments On October 14, 2019, the Company acquired substantially all of the assets of APS Payments (“APS”) for $30.5 million in cash. In addition to the $30.5 million cash consideration, which includes the net working capital adjustment settled for the three months ended June 30, 2020, the APS selling equity holders may be entitled to a total of $30.0 million in three separate cash earnout payments (“APS Earnout”), dependent on the achievement of certain growth targets. The asset purchase agreement between Repay and APS (“APS Purchase Agreement”) contains customary representations, warranties and covenants by Repay and the former owners of APS, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the purchase consideration paid to the selling members of APS: Cash consideration $ 30,465,454 Contingent consideration (1) 18,580,549 Total purchase price $ 49,046,003 (1) The Company recorded an allocation of the purchase price to APS Payments’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 11, 2019 closing date. The final purchase price allocation is as follows: Cash and cash equivalents $ - Accounts receivable 1,963,177 Prepaid expenses and other current assets 67,158 Total current assets 2,030,335 Property, plant and equipment, net 159,553 Restricted cash 549,978 Identifiable intangible assets 21,500,000 Total identifiable assets acquired 24,239,866 Accounts payable (1,101,706 ) Accrued expenses (19,018 ) Net identifiable assets acquired 23,119,142 Goodwill 25,926,861 Total purchase price $ 49,046,003 The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.5 5 Trade names 0.5 Indefinite Merchant relationships 20.5 9 $ 21.5 Goodwill of $25.9 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 APS Payments. Ventanex On February 10, 2020, the Company acquired all of the ownership interests of CDT Technologies, LTD d/b/a Ventanex (“Ventanex”). The following summarizes the preliminary purchase consideration paid to the selling members of Ventanex: Cash consideration $ 35,939,129 Contingent consideration (1) 4,800,000 Total purchase price $ 40,739,129 (1) The Company recorded a preliminary allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 50,663 Accounts receivable 1,376,539 Prepaid expenses and other current assets 180,514 Total current assets 1,607,716 Property, plant and equipment, net 137,833 Restricted cash 428,313 Identifiable intangible assets 26,890,000 Total identifiable assets acquired 29,063,862 Accounts payable (152,035 ) Accrued expenses (373,159 ) Net identifiable assets acquired 28,538,668 Goodwill 12,200,461 Total purchase price $ 40,739,129 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-compete agreements $ 0.1 5 Trade names 0.4 Indefinite Developed technology 4.1 3 Merchant relationships 22.3 10 $ 26.9 Goodwill of $12.2 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Ventanex. cPayPlus On July 23, 2020, the Company acquired all of the ownership interests of cPayPlus. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of cPayPlus. (“cPayPlus Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $8 million in cash. In addition to the closing consideration, the cPayPlus Purchase Agreement contains a performance-based earnout (the “cPayPlus Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of cPayPlus of up to $8 million in the third quarter of 2021. The cPayPlus acquisition was financed with cash on hand. The cPayPlus Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of cPayPlus, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the selling members of cPayPlus: Cash consideration $ 7,846,959 Contingent consideration (1) 6,500,000 Total purchase price $ 14,346,959 (1) The Company recorded a preliminary allocation of the purchase price to cPayPlus’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 262,331 Accounts receivable 164,789 Prepaid expenses and other current assets 37,660 Total current assets 464,780 Property, plant and equipment, net 20,976 Identifiable intangible assets 7,720,000 Total identifiable assets acquired 8,205,756 Accounts payable (99,046 ) Accrued expenses (363,393 ) Net identifiable assets acquired 7,743,317 Goodwill 6,603,642 Total purchase price $ 14,346,959 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-compete agreements $ 0.1 5 Trade names 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.9 10 $ 7.7 Goodwill of $6.6 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 cPayPlus. The Company incurred transaction expenses of $1.4 million and $3.5 million for the three and nine months ended September 30, 2020, respectively, related to the APS, Ventanex and cPayPlus acquisitions. cPayPlus has contributed $0.4 million to revenue and $0.0 million in net income to the Company’s unaudited interim consolidated statement of operations, from July 23, 2020 through September 30, 2020. Ventanex has contributed $3.2 million to revenue and $0.5 million in net income to the Company’s unaudited interim consolidated statement of operations, for the three months ended September 30, 2020. Ventanex has contributed $7.6 million to revenue and $0.5 million in net income to the Company’s unaudited interim consolidated statement of operations, from February 10, 2020 through September 30, 2020. APS contributed $3.3 million to revenue and $0.6 million in net loss to the Company’s unaudited interim consolidated statement of operations for the three months ended September 30, 2020. APS contributed $10.4 million to revenue and $0.3 million in net income to the Company’s unaudited interim consolidated statement of operations for the nine months ended September 30, 2020. TriSource, previously acquired on August 14, 2019, contributed $8.3 million to revenue and $1.7 million in net income to the Company’s unaudited interim consolidated statement of operations for the three months ended September 30, 2020. TriSource contributed $23.1 million to revenue and $4.0 million in net income to the Company’s unaudited interim consolidated statement of operations for the nine months ended September 30, 2020. Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Business Combination as well as the TriSource, APS, Ventanex, and cPayPlus acquisitions as if the transactions had occurred on January 1, 2019. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended September 30, 2020 Pro Forma Nine Months Ended September 30, 2020 Pro Forma Three Months Ended September 30, 2019 Pro Forma Nine Months Ended September 30, 2019 Revenue $ 37,712,710 $ 116,540,354 $ 36,744,774 $ 107,403,501 Net loss (14,874,500 ) (37,361,006 ) (57,562,188 ) (71,546,277 ) Net loss attributable to non-controlling interests (3,855,178 ) (13,377,656 ) (23,450,835 ) (29,147,953 ) Net loss attributable to the Company (11,019,322 ) (23,983,350 ) (34,111,353 ) (42,398,324 ) Loss per Class A share - basic and diluted $ (0.19 ) $ (0.70 ) $ (0.59 ) $ (1.24 ) |