Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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 $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 80,445,630 | |
Class V Common Stock | ||
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash and cash equivalents | $ 390,921,782 | $ 91,129,888 | |
Accounts receivable | 23,897,098 | 21,310,724 | |
Prepaid expenses and other | 6,078,434 | 6,925,115 | |
Total current assets | 420,897,314 | 119,365,727 | |
Property, plant and equipment, net | 1,980,100 | 1,628,439 | |
Restricted cash | 19,525,277 | 15,374,846 | |
Customer relationships, net of amortization | 272,923,320 | 280,887,486 | |
Software, net of amortization | 59,987,041 | 64,434,985 | |
Other intangible assets, net of amortization | 23,388,792 | 23,904,667 | |
Goodwill | 458,959,477 | 458,970,255 | |
Operating lease right-of-use assets, net of amortization | 9,650,463 | 10,074,506 | |
Deferred tax assets | 141,799,307 | 135,337,229 | |
Total noncurrent assets | 988,213,777 | 990,612,413 | |
Total assets | 1,409,111,091 | 1,109,978,140 | |
Liabilities | |||
Accounts payable | 14,112,412 | 11,879,638 | |
Related party payable | 17,774,815 | 15,811,597 | |
Accrued expenses | 17,358,515 | 19,216,258 | |
Current maturities of long-term debt | [1] | 6,760,650 | |
Current operating lease liabilities | 1,562,964 | 1,527,224 | |
Current tax receivable agreement | 10,146,135 | 10,240,310 | |
Total current liabilities | 60,954,841 | 65,435,677 | |
Long-term debt, net of current maturities | 427,287,919 | 249,952,746 | |
Noncurrent operating lease liabilities | 8,470,264 | 8,836,655 | |
Tax receivable agreement, net of current portion | 220,237,348 | 218,987,795 | |
Other liabilities | 889,371 | 10,583,196 | |
Total noncurrent liabilities | 656,884,902 | 488,360,392 | |
Total liabilities | 717,839,743 | 553,796,069 | |
Commitment and contingencies (Note 12) | |||
Stockholders' equity | |||
Additional paid-in capital | 839,589,351 | 691,675,072 | |
Accumulated other comprehensive (loss) income | (6,436,763) | ||
Accumulated deficit | (191,725,614) | (175,931,713) | |
Total stockholders' equity | 647,871,546 | 509,313,721 | |
Equity attributable to non-controlling interests | 43,399,802 | 46,868,350 | |
Total liabilities and stockholders' equity and members' equity | 1,409,111,091 | 1,109,978,140 | |
Class A Common Stock | |||
Stockholders' equity | |||
Common stock value | 7,809 | 7,125 | |
Total stockholders' equity | $ 7,809 | $ 7,125 | |
[1] | Pursuant to the terms of the Amended Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 78,084,846 | 71,244,682 |
Common shares, shares outstanding | 78,084,846 | 71,244,682 |
Class V Common Stock | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 1,000 | 1,000 |
Common shares, shares issued | 100 | 100 |
Common shares, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 47,520,496 | $ 39,462,537 |
Operating Expenses | ||
Other costs of services | 12,474,808 | 10,771,297 |
Selling, general and administrative | 23,393,367 | 18,166,191 |
Depreciation and amortization | 17,792,994 | 13,904,384 |
Change in fair value of contingent consideration | 2,648,786 | |
Total operating expenses | 56,309,955 | 42,841,872 |
(Loss) Income from operations | (8,789,459) | (3,379,335) |
Other (expense) income | ||
Interest expense | (1,183,357) | (3,517,785) |
Loss on extinguishment of debt | (5,940,600) | |
Change in fair value of warrant liabilities | (6,898,095) | |
Change in fair value of tax receivable liability | 1,042,733 | (541,963) |
Other income | 28,147 | 39,048 |
Other loss | (9,080,410) | |
Total other (expense) income | (15,133,487) | (10,918,795) |
(Loss) income before income tax expense | (23,922,946) | (14,298,130) |
Income tax benefit | 5,941,773 | 1,115,592 |
Net (loss) income | (17,981,173) | (13,182,538) |
Less: Net (loss) income attributable to non-controlling interests | (2,187,272) | (2,852,399) |
Net (loss) income attributable to the Company | $ (15,793,901) | $ (10,330,139) |
Loss per Class A share: | ||
Basic and diluted | $ (0.21) | $ (0.27) |
Weighted-average shares outstanding: | ||
Basic and diluted | 76,602,759 | 37,624,829 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (17,981,173) | $ (13,182,538) |
Other comprehensive loss, before tax | ||
Change in fair value of designated cash flow hedges | (9,854,764) | |
Total other comprehensive loss, before tax | (9,854,764) | |
Income tax related to items of other comprehensive income: | ||
Tax benefit on change in fair value of designated cash flow hedges | 1,314,843 | |
Total income tax benefit on related to items of other comprehensive income | 1,314,843 | |
Total other comprehensive loss, net of tax | (8,539,921) | |
Total comprehensive loss | (17,981,173) | (21,722,459) |
Less: Comprehensive loss attributable to non-controlling interests | (2,187,272) | (7,064,061) |
Comprehensive loss attributable to the Company | $ (15,793,901) | $ (14,658,398) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Total | Class A Common Stock | Class V Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-controlling Interests | Accumulated Other Comprehensive (Loss) Income |
Balance at Dec. 31, 2019 | $ 237,896,345 | $ 3,753 | $ 307,914,346 | $ (70,335,151) | $ 206,162,035 | $ 313,397 | |
Balance, shares at Dec. 31, 2019 | 37,530,568 | 100 | |||||
Stock-based compensation | 3,522,731 | 3,522,731 | |||||
Warrant exercise | 3,534,188 | $ 31 | 3,534,157 | ||||
Warrant exercise, shares | 308,051 | ||||||
Reclassification to warrant liabilities | (22,188,932) | (22,188,932) | |||||
Net loss | (10,330,139) | (10,330,139) | (2,852,399) | ||||
Accumulated other comprehensive (loss) income | (5,643,102) | (4,211,662) | (5,643,102) | ||||
Balance at March 31, 2020 at Mar. 31, 2020 | 206,791,091 | $ 3,784 | 292,782,302 | (80,665,290) | 199,097,974 | (5,329,705) | |
Balance, shares at Mar. 31, 2020 | 37,838,619 | 100 | |||||
Balance at Dec. 31, 2020 | 509,313,721 | $ 7,125 | 691,675,072 | (175,931,713) | 46,868,350 | (6,436,763) | |
Balance, shares at Dec. 31, 2020 | 71,244,682 | 100 | |||||
Issuance of new shares | 142,412,013 | $ 624 | 142,411,389 | (313,652) | |||
Issuance of new shares, shares | 6,244,500 | ||||||
Exchange of Post-Merger Repay Units | 2,158,412 | $ 38 | 2,158,374 | (2,158,412) | |||
Exchange of Post-Merger Repay Units Shares | 375,000 | ||||||
Release of share awards vested under Equity Plan | $ 22 | (22) | |||||
Release of share awards vested under Equity Plan, shares | 220,664 | ||||||
Treasury shares repurchased | (1,821,942) | (1,821,942) | 3,995 | ||||
Stock-based compensation | 5,171,544 | 5,171,544 | (20,945) | ||||
Valuation allowance on Ceiling Rule DTA | (5,064) | (5,064) | |||||
Net loss | (15,793,901) | (15,793,901) | (2,187,272) | ||||
Accumulated other comprehensive (loss) income | 6,436,763 | 1,207,738 | $ 6,436,763 | ||||
Balance at March 31, 2020 at Mar. 31, 2021 | $ 647,871,546 | $ 7,809 | $ 839,589,351 | $ (191,725,614) | $ 43,399,802 | ||
Balance, shares at Mar. 31, 2021 | 78,084,846 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (17,981,173) | $ (13,182,538) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 17,792,994 | 13,904,384 | |
Stock based compensation | 5,150,599 | 3,522,731 | |
Amortization of debt issuance costs | 535,536 | 332,990 | |
Loss on extinguishment of debt | 5,940,600 | ||
Loss on sale of interest rate swaps | 9,317,243 | ||
Fair value change in warrant liabilities | 6,898,095 | ||
Fair value change in tax receivable agreement liability | (1,042,733) | 541,963 | |
Fair value change in other assets and liabilities | 2,648,786 | (4,531) | |
Deferred tax expense | (5,941,773) | (1,116,093) | |
Change in accounts receivable | (2,586,374) | 242,818 | |
Change in related party receivable | 563,084 | ||
Change in prepaid expenses and other | 846,681 | (10,964) | |
Change in operating lease ROU assets | 424,043 | ||
Change in accounts payable | 2,232,774 | 1,149,433 | |
Change in related party payable | (685,568) | (160,321) | |
Change in accrued expenses and other | (1,857,743) | (4,109,906) | |
Change in operating lease liabilities | (330,651) | ||
Change in other liabilities | (9,693,825) | ||
Net cash provided by operating activities | 4,769,416 | 8,571,145 | |
Cash flows from investing activities | |||
Purchases of property and equipment | (640,467) | (366,694) | |
Purchases of software | (4,576,203) | (2,409,074) | |
Net cash used in investing activities | (5,205,892) | (38,296,792) | |
Cash flows from financing activities | |||
Change in line of credit | (10,000,000) | ||
Issuance of long-term debt | 440,000,000 | 46,000,000 | |
Payments on long-term debt | (262,653,996) | (1,562,500) | |
Repurchase of treasury shares | (1,817,947) | ||
Exercise of warrants | 3,534,188 | ||
Payment of loan costs | (13,247,617) | (1,755,835) | |
Net cash provided by financing activities | 304,378,801 | 36,215,853 | |
Increase in cash, cash equivalents and restricted cash | 303,942,325 | 6,490,206 | |
Cash, cash equivalents and restricted cash at beginning of period | 106,504,734 | 37,901,117 | $ 37,901,117 |
Cash, cash equivalents and restricted cash at end of period | 410,447,059 | 44,391,323 | $ 106,504,734 |
Cash paid during the year for: | |||
Interest | 647,821 | 3,184,795 | |
Ventanex | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | (35,521,024) | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Acquisition in exchange for contingent consideration | 10,800,000 | ||
CPS | |||
Cash flows from investing activities | |||
Acquisition, net of cash and restricted cash acquired | 10,778 | ||
APS Payments | |||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||
Valuation adjustment to contingent consideration for acquisition | $ 6,580,549 | ||
Class A Common Stock | |||
Cash flows from financing activities | |||
Public issuance of Class A Common Stock | $ 142,098,361 |
Organizational Structure and Co
Organizational Structure and Corporate Information | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organizational Structure and Corporate Information | 1. Organizational Structure and Corporate Information Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”). Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. Thunder Bridge issued public warrants and private placement warrants (collectively, the “Warrants”), which were outstanding and recorded on the Company’s consolidated financial statements at the time of the Business Combination. On July 27, 2020, the Company completed the redemption of all outstanding Warrants. The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”). On January 19, 2021, the Company completed the previously announced underwritten public offering (the “Equity Offering”) of 6,244,500 shares of its Class A common stock at a public offering price of $24.00 per share. 814,500 shares of such Class A common stock were sold in the Equity Offering in connection with the full exercise of the underwriters’ option to purchase additional shares of Class A common stock pursuant to the underwriting agreement. Restatement of previously issued financial statements On April 12, 2021, the Securities and Exchange Commission (the “SEC”) issued a statement (the “Statement”) on the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The Statement referenced the guidance included in generally accepted accounting principles in the United States of America (“GAAP”) that entities must consider in determining whether to classify contracts that may be settled in its own stock, such as warrants, as equity or as an asset or liability. After considering the Statement, the Company re-evaluated its historical accounting for the Warrants and concluded it must amend the accounting treatment of the Warrants, which were recorded to the Company’s consolidated financial statements at the time of the Business Combination. At that time, the Warrants were presented within equity and did not impact any reporting periods prior to the Business Combination. The Company’s management concluded that the Warrants include provisions that, based on the Statement, preclude the Warrants from being classified as components of equity. Management, after consultation with the audit committee and our independent registered accounting firm, concluded that our previously issued audited financial statements as of December 31, 2019, for the period from July 11, 2019 through December 31, 2019 and as of and for the year ended December 31, 2020 and the Company’s unaudited condensed consolidated financial statements for the quarterly periods within those periods (the “Relevant Periods”) should no longer be relied upon. The Company has filed an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) restating the financial statements for the Relevant Periods (including the quarter ended March 31, 2020), as set forth in the Statement. The notes included herein should be read in conjunction with the restated financial reports included in the 2020 Form 10-K. This Quarterly Report on Form 10-Q reflects the restated financials for the quarter ended March 31, 2020. The Warrants were no longer outstanding as of the end of 2020, and therefore, the change in accounting policy triggered by the restatement has no impact on the financial statements for the quarter ended March 31, 2021 included in this Quarterly Report on Form 10-Q. The Company has reflected in this Quarterly Report on Form 10-Q restated financials as of December 31, 2020 and March 31, 2020 and for the quarter ended March 3 1 , 2020 to restate the following non-cash items: As of December 31, 2020 As of March 31, 2020 (Unaudited) As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Balance Sheets Warrant liabilities $ — $ — $ — $ — $ 45,543,718 $ 45,543,718 Total noncurrent liabilities 488,360,392 — 488,360,392 311,648,710 45,543,718 357,192,428 Total liabilities 553,796,069 — 553,796,069 378,395,096 45,543,718 423,938,814 Additional paid-in capital 604,391,167 87,283,905 691,675,072 314,971,234 (22,188,932 ) 292,782,302 Accumulated deficit (88,647,808 ) (87,283,905 ) (175,931,713 ) (57,310,504 ) (23,354,786 ) (80,665,290 ) Total stockholders' equity 509,313,721 — 509,313,721 252,334,809 (45,543,718 ) 206,791,091 For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $ (6,898,095 ) $ (6,898,095 ) Total other (expense) income (4,020,700 ) (6,898,095 ) (10,918,795 ) (Loss) income before income tax expense (7,400,035 ) (6,898,095 ) (14,298,130 ) Net (loss) income (6,284,443 ) (6,898,095 ) (13,182,538 ) Net (loss) income attributable to the Company (3,432,044 ) (6,898,095 ) (10,330,139 ) Loss per Class A share: Basic and diluted $ (0.09 ) $ (0.27 ) For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $ (6,284,443 ) $ (6,898,095 ) $ (13,182,538 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 14,855,588 6,898,095 21,753,683 Net cash provided by operating activities 8,571,145 — 8,571,145 Net cash used in investing activities (38,296,792 ) — (38,296,792 ) Net cash provided by financing activities 36,215,853 — 36,215,853 The restatement had no impact on the Company’s liquidity or cash position. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Consolidated Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the periods ended December 31, 2020 and 2019, which are included in the 2020 Form 10-K. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with GAAP and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its 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 (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD, Viking GP Holdings, LLC, cPayPlus, LLC, CPS Payment Services, LLC, Media Payments, LLC and Custom Payment Systems, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Financial Statement Presentation The accompanying interim consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. Recently Adopted Accounting Pronouncements Accounting for Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes (Topic 740) The Company adopted ASU 2019-12 as of January 1, 2021, using a modified retrospective transition approach. The adoption of this ASU does not have a material impact on the Company’s consolidated financial statements or related disclosures. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity, Accounting Standards Codification (“ASC”) Topic No. 470 Debt ASC Topic No. 815 Derivatives and Hedging ASC Topic No. 260 Earnings Per Share ASU 2020-06 is effective for public companies beginning January 1, 2022, including interim periods within the fiscal years after the adoption date. Early adoption is also permitted beginning January 1, 2021, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 as of January 1, 2021. The Company issued the 0.00% Convertible Senior Notes due 2026 (“2026 Notes”) in January 2021, which resulted in recognition of $440.0 million in noncurrent long-term debt of and $11.4 million in debt issuance cost. In determining the impact of the 2026 Notes on the Company’s diluted earnings per share calculations, the Company will apply the if-converted method. For additional information and required disclosures related to 2026 Notes, see Note 10. Borrowings. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue For the Company’s accounting policies for recognizing revenue and contract costs, see Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 3. Revenue to the Company’s Notes to Consolidated Financial Statements in Part II, Item 8 of the 2020 Form 10-K. Disaggregation of revenue The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated: Three Months Ended March 31, 2021 2020 Revenue Direct relationships $ 46,971,894 $ 38,715,624 Indirect relationships 548,602 746,913 Total Revenue $ 47,520,496 $ 39,462,537 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 4. Earnings Per Share During the three months ended March 31, 2021 and 2020, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (“Post-Merger Repay Units”), unvested restricted share awards and convertible debt conversion would have been anti-dilutive. The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding: Three Months Ended March 31, 2021 2020 (As Restated) Loss before income tax expense $ (23,922,946 ) $ (14,298,130 ) Less: Net loss attributable to non-controlling interests (2,187,272 ) (2,852,399 ) Income tax benefit 5,941,773 1,115,592 Net loss attributable to the Company $ (15,793,901 ) $ (10,330,139 ) Weighted average shares of Class A common stock outstanding - basic and diluted 76,602,759 37,624,829 Loss per share of Class A common stock outstanding - basic and diluted $ (0.21 ) $ (0.27 ) For the three months ended March 31, 2021 and 2020, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Post-Merger Repay Units exchangeable for Class A common stock 7,959,160 29,505,623 Earnout Post-Merger Repay Units exchangeable for Class A common stock — — Dilutive warrants exercisable for Class A common stock — 1,925,108 Unvested restricted share awards of Class A common stock 2,939,545 2,905,053 2026 Notes convertible for Class A common stock 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,993,943 34,335,784 Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combinations 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 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 n allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows: 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 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 $8.0 million in cash. In addition to the closing consideration, the cPayPlus Purchase Agreement contains a performance-based earnout (the “cPayPlus Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of cPayPlus of up to $8.0 million 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 $ 7,956,963 Contingent consideration (1) 6,500,000 Total purchase price $ 14,456,963 (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 6,713,646 Total purchase price $ 14,456,963 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 0.8 10 $ 7.7 Goodwill of $6.7 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of cPayPlus. CPS On November 2, 2020, the Company acquired all of the ownership interests of CPS Payment Services, LLC, Media Payments, LLC (“MPI”), and Custom Payment Systems, LLC (collectively, “CPS”). Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CPS. (“CPS Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $78.0 million in cash. In addition to the closing consideration, the CPS Purchase Agreement contains a performance-based earnout (the “CPS Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of CPS of up to $15.0 million in two separate earnouts. The CPS acquisition was financed with cash on hand. The CPS Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owners of CPS, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the selling members of CPS: Cash consideration $ 83,886,556 Contingent consideration (1) 4,500,000 Total purchase price $ 88,386,556 (1) Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of March 31, 2021, the CPS earnout was $5.1 million, which resulted in a $0.6 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three months ended March 31, 2021. The Company recorded a preliminary allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The preliminary purchase price allocation is as follows: CPS MPI Cash and cash equivalents $ 1,667,066 $ 2,097,921 Accounts receivable 2,810,158 5,556,958 Prepaid expenses and other current assets 2,615,615 934,751 Total current assets 7,092,839 8,589,630 Property, plant and equipment, net 19,391 2,995 Restricted cash 407 35,318 Identifiable intangible assets 30,830,000 7,110,000 Total identifiable assets acquired 37,942,637 15,737,943 Accounts payable (2,004,371 ) (4,495,599 ) Accrued expenses (2,143,680 ) — Net identifiable assets acquired 33,794,586 11,242,344 Goodwill 40,747,939 2,601,687 Total purchase price $ 74,542,525 $ 13,844,031 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value (in millions) Useful life Identifiable intangible assets CPS MPI (in years) Non-compete agreements $ 0.1 $ 0.1 4 Trade names 0.5 0.1 Indefinite Developed technology 7.2 0.7 3 Merchant relationships 23.0 6.3 10 $ 30.8 $ 7.2 Goodwill of $43.3 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of CPS. Transaction Expenses The Company incurred transaction expenses of $1.6 million Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Ventanex, cPayPlus and CPS acquisitions as if the transactions had occurred on January 1, 2020. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Three Months Ended March 31, 2021 Pro Forma Three Months Ended March 31, 2020 Revenue $ 47,520,496 $ 43,785,775 Net loss (17,981,173 ) (13,116,365 ) Net loss attributable to non-controlling interests (2,187,272 ) (2,824,118 ) Net loss attributable to the Company (15,793,901 ) (10,292,246 ) Loss per Class A share - basic and diluted $ (0.21 ) $ (0.27 ) |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 6. Fair Value The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities. March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 390,921,782 $ — $ — $ 390,921,782 Restricted cash 19,525,277 — — 19,525,277 Total assets $ 410,447,059 $ — $ — $ 410,447,059 Liabilities: Contingent consideration $ — $ — $ 17,500,000 $ 17,500,000 Borrowings — 427,287,919 — 427,287,919 Tax receivable agreement — — 230,383,483 230,383,483 Total liabilities $ — $ 427,287,919 $ 247,883,483 $ 675,171,402 December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 91,129,888 $ — $ — $ 91,129,888 Restricted cash 15,374,846 — — 15,374,846 Total assets $ 106,504,734 $ — $ — $ 106,504,734 Liabilities: Contingent consideration $ — $ — $ 15,800,000 $ 15,800,000 Borrowings — 256,713,396 — 256,713,396 Tax receivable agreement — — 229,228,105 229,228,105 Interest rate swap — 9,312,332 — 9,312,332 Total liabilities $ — $ 266,025,728 $ 245,028,105 $ 511,053,833 Cash and cash equivalents Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, under ASC 820, Fair Value Measurements Restricted Cash Restricted cash is classified within Level 1 of the fair value hierarchy, under ASC 820, Fair Value Measurements Contingent Consideration Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. The contingent consideration is recorded at fair value based on estimates of discounted future cash flows associated with the acquired businesses. To the extent that the valuation of these liabilities is based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the fair value of contingent consideration is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations The Company used a discount rate to determine the present value, based on a risk-free rate adjusted for a credit spread, of the contingent consideration in the simulation approach. A range of 4.6% to 4.7% and weighted average of 4.6% was applied to the simulated contingent consideration payments, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 15,800,000 $ 14,250,000 Measurement period adjustment — 6,580,549 Purchases — 10,800,000 Payments (948,786 ) — Accretion expense — — Valuation adjustment 2,648,786 — Balance at end of period $ 17,500,000 $ 31,630,549 Borrowings The carrying value of the Company’s 2026 Notes and term loan is net of unamortized debt discount and debt issuance costs. The fair value of the Company’s borrowings was determined using a discounted cash flow model based on observable market factors, such as changes in credit spreads for comparable benchmark companies and credit factors specific to us. The fair value of Company’s borrowings is classified within Level 2 of the fair value hierarchy, as the inputs to the discounted cash flow model are generally observable and do not contain a high level of subjectivity. See Note 10 for further discussion on borrowings. Tax Receivable Agreement Upon the completion of the Business Combination, the Company entered into the Tax Receivable Agreement (the “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, the Company established a liability in its consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805. The Company used a discount rate, also referred to as the early termination rate, to determine the present value, based on a risk-free rate plus a spread, pursuant to the TRA. A rate of 1.28% was applied to the forecasted TRA payments at March 31, 2021, in order to determine the fair value. A significant increase or decrease in the discount rate could have resulted in a lower or higher balance, respectively, as of the measurement date. The TRA balance increased as a result of exchanges of Post-Merger Repay Units for Class A common stock pursuant to the Exchange Agreement The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA. Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 229,228,105 $ 67,176,226 Purchases 2,198,111 — Payments — — Accretion expense 806,375 541,963 Valuation adjustment (1,849,108 ) — Balance at end of period $ 230,383,483 $ 67,718,189 Interest rate swap In October 2019, the Company entered into a $140.0 million notional, fifty-seven month interest rate swap agreement, and in February 2020, the Company entered into a $30.0 million notional, sixty month interest rate swap agreement, then a revised notional amount of $65.0 million beginning on September 30, 2020. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $205.0 million of Company’s variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense. These swaps involve the receipt of variable-rate amounts in exchange for fixed interest rate payments over the lives of the agreements without an exchange of the underlying notional amounts and were designated for accounting purposes as cash flow hedges. The interest rate swaps are carried at fair value on a recurring basis in the Consolidated Balance Sheets and are classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. As of March 31, 2021, both interest rate swaps were settled. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2021 2020 Furniture, fixtures, and office equipment $ 1,506,085 $ 1,112,702 Computers 1,980,757 1,733,672 Leasehold improvements 340,333 340,333 Total 3,827,175 3,186,707 Less: Accumulated depreciation and amortization 1,847,075 1,558,268 $ 1,980,100 $ 1,628,439 Depreciation expense for property and equipment was $0.3 million |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The Company holds definite and indefinite-lived intangible assets. As of March 31, 2021, the indefinite-lived intangible assets consist of trade names of $22.2 million, and this balance consists of six trade names, arising from the acquisitions of Hawk Parent, TriSource, APS Payments (“APS”), Ventanex, cPayPlus and CPS. Definite-lived intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Customer relationships $ 308,450,000 $ 47,320,995 $ 261,129,005 8.39 Channel relationships 12,550,000 755,685 11,794,315 9.40 Software costs 109,198,942 49,211,901 59,987,041 1.53 Non-compete agreements 4,270,000 3,111,208 1,158,792 1.27 Balance as of March 31, 2021 $ 434,468,942 $ 100,399,789 $ 334,069,153 6.62 Customer relationships $ 308,450,000 $ 39,920,578 $ 268,529,422 8.64 Channel relationships 12,550,000 191,936 12,358,064 9.65 Software costs 104,715,101 40,280,116 64,434,985 1.85 Non-compete agreements 4,270,000 2,595,333 1,674,667 1.52 Balance as of December 31, 2020 $ 429,985,101 $ 82,987,963 $ 346,997,138 6.95 The Company’s amortization expense for intangible assets was $17.5 million The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2021 $ 45,556,445 2022 58,105,482 2023 39,879,266 2024 32,577,868 2025 32,254,856 2026 32,242,778 Thereafter 93,452,457 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following table presents changes to goodwill for the three months ended March 31, 2021 and 2020. Total Balance at December 31, 2020 $ 458,970,255 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment (10,778 ) Balance at March 31, 2021 $ 458,959,477 The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. Borrowings Successor Credit Agreement The Company entered into a Revolving Credit and Term Loan Agreement (as the “Successor Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate On February 10, 2020, as part of the financing for the acquisition of Ventanex, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize its previous credit agreement from $230.0 The Successor Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the Successor Credit Agreement. On January 20, 2021, the Company used a portion of the proceeds from the 2026 Notes to prepay in full the entire amount of the outstanding Term Loans under the Successor Credit Agreement. The Company also terminated in full all outstanding Delayed Draw Term Loan commitments under such credit facilities. Amended Credit Agreement On February 3, 2021, the Company announced the closing of a new undrawn $125 million senior secured revolving credit facility through Truist Bank. The Amended Credit Agreement replaces the Company’s Successor Credit Agreement, which included an undrawn $30 million Revolving Credit Facility. The Company was in compliance with its restrictive covenants under the Amended Credit Agreement at March 31, 2021. The Amended Credit Agreement provides for a Revolving Credit Facility of $125.0 million. As of March 31, 2021, the Company The Company’s interest expense on the line of credit totaled $0 and $62,008 for the three months ended March 31, 2021 and 2020, 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 conversion rate of any 2026 Notes will initially be 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. During the three months ended March 31, 2021, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. At March 31, 2021 and December 31, 2020, total borrowings under the Successor Credit Agreement, Amended Credit Agreement, and 2026 Notes consisted of the following, respectively: March 31, 2020 December 31, 2020 Non-current indebtedness: Term Loan $ — $ 262,653,996 Revolving Credit Facility — — Convertible Senior Debt 440,000,000 — Total borrowings under credit facility and convertible senior debt (1) 440,000,000 262,653,996 Less: Current maturities of long-term debt (2) — 6,760,650 Less: Long-term loan debt issuance cost (3) 12,712,081 5,940,600 Total non-current borrowings $ 427,287,919 $ 249,952,746 (1) The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were (2) Pursuant to the terms of the Amended Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). (3) The Company incurred $0.5 million 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: 2021 $ — 2022 — 2023 — 2024 — 2025 — 2026 440,000,000 $ 440,000,000 The Company incurred interest expense on the Term Loans of $3.2 million for the three months ended March 31, 2020. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 11. Derivative Instruments The Company does not hold or use derivative instruments for trading purposes. Derivative Instruments Designated as Hedges Interest rate fluctuations expose the Company’s variable-rate term loan to changes in interest expense and cash flows. As part of its risk management strategy, the Company may use interest rate derivatives, such as interest rate swaps, to manage its exposure to interest rate movements. In October 2019, the Company entered into a $140.0 million notional, five-year On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date of February 10, 2025, the Company will make fixed payments on a beginning notional amount of $30.0 million, then a revised notional amount of $65.0 million beginning on September 30, 2020. On a quarterly basis, commencing on February 21, 2020 up to and including the termination date of February 10, 2025, the counterparty will make floating rate payments based on the 3-month LIBOR on the beginning notional amount of $30.0 million, then a revised notional amount of $65.0 million beginning on September 30, 2020. Both interest rate swaps were settled as of March 31, 2021, with realized loss of $9.3 million recorded in Other loss in the Consolidated Statements of Operations during the three months ended March 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company has commitments under operating leases for real estate leased from third parties under non-cancelable operating leases. A right-of-use (“ROU”) asset and lease liability is recorded on the Consolidated Balance Sheet for all leases except those with an original lease term of twelve months or less. The Company’s leases typically have lease terms between three years and ten years, with the longest lease term having an expiration date in 2029. Most of these leases include one or more renewal options for six years or less, and certain leases also include lessee termination options. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option, or reasonably certain not to exercise a termination option, by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the ROU asset and lease liability. The components of lease cost are presented in the following table: Three Months Ended March 31, 2021 Components of total lease costs: Operating lease cost $ 540,639 Short-term lease cost 12,450 Variable lease cost — Total lease cost $ 553,089 Amounts reported in the Consolidated Balance Sheets were as follows: March 31, 2021 December 31, 2020 Operating leases: ROU assets $ 9,650,463 $ 10,074,506 Lease liability, current 1,562,964 1,527,224 Lease liability, long-term 8,470,264 8,836,655 Total lease liabilities $ 10,033,228 $ 10,363,879 Weighted-average remaining lease term (in years) 6.0 6.2 Weighted-average discount rate (annual) 4.6 % 4.6 % Other information related to leases are as follows: Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 459,698 Right-of-use 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 March 31, 2021: 2021 $ 1,522,813 2022 1,903,329 2023 1,948,666 2024 1,847,041 2025 1,531,435 Thereafter 2,793,934 Total undiscounted lease payments 11,547,220 Less: Imputed interest 1,513,991 Total lease liabilities $ 10,033,228 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Related party payables consisted of the following: March 31, December 31, 2021 2020 Ventanex accrued earnout liability $ 4,600,000 $ 4,800,000 cPayPlus accrued earnout liability 7,800,000 6,500,000 CPS accrued earnout liability 5,100,000 4,500,000 Other payables to related parties 274,815 11,597 $ 17,774,815 $ 15,811,597 The Company incurred transaction costs on behalf of related parties of $1.3 million and |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | 14. Share Based Compensation Omnibus Incentive Plan At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “Incentive Plan”) which resulted in the reservation of 7,326,728 shares of Class A common stock for issuance thereunder. The Incentive Plan became effective immediately upon the closing of the Business Combination. Under this plan, the Company currently has two types of share-based compensation awards outstanding: restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Activities for the three months ended March 31, 2021 and 2020 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2020 2,523,431 $ 15.71 Granted 713,785 22.84 Forfeited (1)(2) 77,007 16.16 Vested 220,664 15.58 Unvested at March 31, 2021 2,939,545 $ 18.09 (1) The forfeited shares include employee terminations during the three months ended March 31, 2021; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (2) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. Unrecognized compensation expense related to unvested RSAs and RSUs was $34.8 million at March 31, 2021, which is expected to be recognized as expense over the weighted-average period of 2.91 years. Unrecognized compensation expense related to unvested RSAs and RSUs was $32.8 million at March 31, 2020, which is expected to be recognized as expense over the weighted-average period of 2.64 years. The Company incurred $5.2 million $3.5 million |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxation | 15. Taxation Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income. The Company’s effective tax rate was 24.8% and 7.8%, as restated, for the three months ended March 31, 2021 and 2020, respectively. The Company recorded an income tax benefit of $5.9 million, The Company recognized $5.9 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively, of deferred tax assets related to the income tax benefit derived from the net operating loss over the same periods. The Company did no t recognize any changes to the valuation allowance as of March 31, 2021 , and the facts and circumstances remain unchanged. Deferred tax assets, net of $141.8 million for the three months ended March 31, 2021, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of a subsequent purchase of Post-Merger Repay Units by the Company pursuant to the Unit Purchase Agreements and the subsequent exchanges of Post-Merger Repay Units for shares of the Company’s Class A common stock in accordance with the Exchange Agreement. As a result of the Post-Merger Repay Unit exchange during the three months ended March 31, 2021, the Company recognized an additional deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $5,064 to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under Internal Revenue Code (the “Code”) sec. 704(c). As the ceiling rule causes taxable income allocations to be in excess of 704(b) book allocations the DTL will unwind, leaving only the DTA, which may only be recovered through the sale of the partnership interest in Hawk Parent. The Company has concluded, based on the weight of all positive and negative evidence, that all of the DTA associated with the ceiling rule limitation is not likely to be realized. As such, a 100% valuation allowance was recognized. No uncertain tax positions existed as of March 31, 2021. 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 March 31, 2021, the Company had a liability of $230.4 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in the Company’s Unaudited Consolidated Balance Sheet. The increase in the TRA liability for the three months ended March 31, 2021, was primarily a result of a selling member of Hawk Parent exchanging 375,000 Post -Merger Repay Units for shares of the Company’s Class A common stock in the three months ended March 31, 2021 in accordance with the Exchange Agreement. This resulted in an increase to the Company’s share of the tax basis in the net assets of Hawk Parent. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial statements through May 10, 2021, which is the date the unaudited consolidated financial statements were available to be issued. On May 10, 2021, the Company announced the acquisition of BillingTree for approximately $503.0 million, consisting of $275.0 million in cash and $228.0 million in shares of newly issued Class A common stock. The cash consideration for the transaction will be financed with cash on hand and is expected to close by the end of the second quarter, subject to certain customary closing conditions |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Consolidated Financial Statements | Unaudited Interim Consolidated Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the periods ended December 31, 2020 and 2019, which are included in the 2020 Form 10-K. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with GAAP and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its 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 (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada Solutions ULC, TriSource Solutions, LLC (“TriSource”), Mesa Acquirer, LLC, CDT Technologies LTD, Viking GP Holdings, LLC, cPayPlus, LLC, CPS Payment Services, LLC, Media Payments, LLC and Custom Payment Systems, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying interim consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported Consolidated Statements of Operations during the reporting period. Actual results could differ materially from those estimates. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting for Income Taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes (Topic 740) The Company adopted ASU 2019-12 as of January 1, 2021, using a modified retrospective transition approach. The adoption of this ASU does not have a material impact on the Company’s consolidated financial statements or related disclosures. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued ASU Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity, Accounting Standards Codification (“ASC”) Topic No. 470 Debt ASC Topic No. 815 Derivatives and Hedging ASC Topic No. 260 Earnings Per Share ASU 2020-06 is effective for public companies beginning January 1, 2022, including interim periods within the fiscal years after the adoption date. Early adoption is also permitted beginning January 1, 2021, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 as of January 1, 2021. The Company issued the 0.00% Convertible Senior Notes due 2026 (“2026 Notes”) in January 2021, which resulted in recognition of $440.0 million in noncurrent long-term debt of and $11.4 million in debt issuance cost. In determining the impact of the 2026 Notes on the Company’s diluted earnings per share calculations, the Company will apply the if-converted method. For additional information and required disclosures related to 2026 Notes, see Note 10. Borrowings. |
Organizational Structure and _2
Organizational Structure and Corporate Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Restatement of Previously Issued Financial Statements | As of December 31, 2020 As of March 31, 2020 (Unaudited) As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Balance Sheets Warrant liabilities $ — $ — $ — $ — $ 45,543,718 $ 45,543,718 Total noncurrent liabilities 488,360,392 — 488,360,392 311,648,710 45,543,718 357,192,428 Total liabilities 553,796,069 — 553,796,069 378,395,096 45,543,718 423,938,814 Additional paid-in capital 604,391,167 87,283,905 691,675,072 314,971,234 (22,188,932 ) 292,782,302 Accumulated deficit (88,647,808 ) (87,283,905 ) (175,931,713 ) (57,310,504 ) (23,354,786 ) (80,665,290 ) Total stockholders' equity 509,313,721 — 509,313,721 252,334,809 (45,543,718 ) 206,791,091 For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $ (6,898,095 ) $ (6,898,095 ) Total other (expense) income (4,020,700 ) (6,898,095 ) (10,918,795 ) (Loss) income before income tax expense (7,400,035 ) (6,898,095 ) (14,298,130 ) Net (loss) income (6,284,443 ) (6,898,095 ) (13,182,538 ) Net (loss) income attributable to the Company (3,432,044 ) (6,898,095 ) (10,330,139 ) Loss per Class A share: Basic and diluted $ (0.09 ) $ (0.27 ) For the three months ended March 31, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $ (6,284,443 ) $ (6,898,095 ) $ (13,182,538 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 14,855,588 6,898,095 21,753,683 Net cash provided by operating activities 8,571,145 — 8,571,145 Net cash used in investing activities (38,296,792 ) — (38,296,792 ) Net cash provided by financing activities 36,215,853 — 36,215,853 The restatement had no impact on the Company’s liquidity or cash position. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated: Three Months Ended March 31, 2021 2020 Revenue Direct relationships $ 46,971,894 $ 38,715,624 Indirect relationships 548,602 746,913 Total Revenue $ 47,520,496 $ 39,462,537 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding | The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding: Three Months Ended March 31, 2021 2020 (As Restated) Loss before income tax expense $ (23,922,946 ) $ (14,298,130 ) Less: Net loss attributable to non-controlling interests (2,187,272 ) (2,852,399 ) Income tax benefit 5,941,773 1,115,592 Net loss attributable to the Company $ (15,793,901 ) $ (10,330,139 ) Weighted average shares of Class A common stock outstanding - basic and diluted 76,602,759 37,624,829 Loss per share of Class A common stock outstanding - basic and diluted $ (0.21 ) $ (0.27 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the three months ended March 31, 2021 and 2020, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Post-Merger Repay Units exchangeable for Class A common stock 7,959,160 29,505,623 Earnout Post-Merger Repay Units exchangeable for Class A common stock — — Dilutive warrants exercisable for Class A common stock — 1,925,108 Unvested restricted share awards of Class A common stock 2,939,545 2,905,053 2026 Notes convertible for Class A common stock 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,993,943 34,335,784 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of Pro Forma Financial Information | The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the Ventanex, cPayPlus and CPS acquisitions as if the transactions had occurred on January 1, 2020. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Three Months Ended March 31, 2021 Pro Forma Three Months Ended March 31, 2020 Revenue $ 47,520,496 $ 43,785,775 Net loss (17,981,173 ) (13,116,365 ) Net loss attributable to non-controlling interests (2,187,272 ) (2,824,118 ) Net loss attributable to the Company (15,793,901 ) (10,292,246 ) Loss per Class A share - basic and diluted $ (0.21 ) $ (0.27 ) |
Ventanex | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the 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 |
Summary of Preliminary and Final Purchase Allocation | The 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 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.4 Indefinite Developed technology 4.1 3 Merchant relationships 22.3 10 $ 26.9 |
cPayPlus | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the selling members of cPayPlus: Cash consideration $ 7,956,963 Contingent consideration (1) 6,500,000 Total purchase price $ 14,456,963 (1) |
Summary of Preliminary and Final Purchase Allocation | 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 6,713,646 Total purchase price $ 14,456,963 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.8 10 $ 7.7 |
CPS Payment Services | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the selling members of CPS: Cash consideration $ 83,886,556 Contingent consideration (1) 4,500,000 Total purchase price $ 88,386,556 (1) Reflects the fair value of the CPS Earnout Payment, the contingent consideration to be paid to the selling members of CPS, pursuant to the CPS Purchase Agreement as of November 2, 2020. The selling partners of CPS will have the contingent earnout right to receive a payment of up to $15.0 million in two separate earnouts, dependent upon the Gross Profit, as defined in the CPS Purchase Agreement. As of March 31, 2021, the CPS earnout was $5.1 million, which resulted in a $0.6 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three months ended March 31, 2021. |
CPS Payment Services LLC and Media Payments, LLC | |
Business Acquisition [Line Items] | |
Summary of Preliminary and Final Purchase Allocation | The preliminary purchase price allocation is as follows: CPS MPI Cash and cash equivalents $ 1,667,066 $ 2,097,921 Accounts receivable 2,810,158 5,556,958 Prepaid expenses and other current assets 2,615,615 934,751 Total current assets 7,092,839 8,589,630 Property, plant and equipment, net 19,391 2,995 Restricted cash 407 35,318 Identifiable intangible assets 30,830,000 7,110,000 Total identifiable assets acquired 37,942,637 15,737,943 Accounts payable (2,004,371 ) (4,495,599 ) Accrued expenses (2,143,680 ) — Net identifiable assets acquired 33,794,586 11,242,344 Goodwill 40,747,939 2,601,687 Total purchase price $ 74,542,525 $ 13,844,031 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value (in millions) Useful life Identifiable intangible assets CPS MPI (in years) Non-compete agreements $ 0.1 $ 0.1 4 Trade names 0.5 0.1 Indefinite Developed technology 7.2 0.7 3 Merchant relationships 23.0 6.3 10 $ 30.8 $ 7.2 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value | The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of the Company’s assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities. March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 390,921,782 $ — $ — $ 390,921,782 Restricted cash 19,525,277 — — 19,525,277 Total assets $ 410,447,059 $ — $ — $ 410,447,059 Liabilities: Contingent consideration $ — $ — $ 17,500,000 $ 17,500,000 Borrowings — 427,287,919 — 427,287,919 Tax receivable agreement — — 230,383,483 230,383,483 Total liabilities $ — $ 427,287,919 $ 247,883,483 $ 675,171,402 December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 91,129,888 $ — $ — $ 91,129,888 Restricted cash 15,374,846 — — 15,374,846 Total assets $ 106,504,734 $ — $ — $ 106,504,734 Liabilities: Contingent consideration $ — $ — $ 15,800,000 $ 15,800,000 Borrowings — 256,713,396 — 256,713,396 Tax receivable agreement — — 229,228,105 229,228,105 Interest rate swap — 9,312,332 — 9,312,332 Total liabilities $ — $ 266,025,728 $ 245,028,105 $ 511,053,833 |
Contingent Consideration | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 15,800,000 $ 14,250,000 Measurement period adjustment — 6,580,549 Purchases — 10,800,000 Payments (948,786 ) — Accretion expense — — Valuation adjustment 2,648,786 — Balance at end of period $ 17,500,000 $ 31,630,549 |
Tax Receivable Agreement | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the TRA related to the Business Combination and subsequent acquisition and exchanges of Post-Merger Repay Units. See Note 15 for further discussion on the TRA. Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 229,228,105 $ 67,176,226 Purchases 2,198,111 — Payments — — Accretion expense 806,375 541,963 Valuation adjustment (1,849,108 ) — Balance at end of period $ 230,383,483 $ 67,718,189 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2021 2020 Furniture, fixtures, and office equipment $ 1,506,085 $ 1,112,702 Computers 1,980,757 1,733,672 Leasehold improvements 340,333 340,333 Total 3,827,175 3,186,707 Less: Accumulated depreciation and amortization 1,847,075 1,558,268 $ 1,980,100 $ 1,628,439 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule Of Definite-lived Intangible Assets | Definite-lived intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Customer relationships $ 308,450,000 $ 47,320,995 $ 261,129,005 8.39 Channel relationships 12,550,000 755,685 11,794,315 9.40 Software costs 109,198,942 49,211,901 59,987,041 1.53 Non-compete agreements 4,270,000 3,111,208 1,158,792 1.27 Balance as of March 31, 2021 $ 434,468,942 $ 100,399,789 $ 334,069,153 6.62 Customer relationships $ 308,450,000 $ 39,920,578 $ 268,529,422 8.64 Channel relationships 12,550,000 191,936 12,358,064 9.65 Software costs 104,715,101 40,280,116 64,434,985 1.85 Non-compete agreements 4,270,000 2,595,333 1,674,667 1.52 Balance as of December 31, 2020 $ 429,985,101 $ 82,987,963 $ 346,997,138 6.95 |
Schedule of Estimated Amortization Expense | The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2021 $ 45,556,445 2022 58,105,482 2023 39,879,266 2024 32,577,868 2025 32,254,856 2026 32,242,778 Thereafter 93,452,457 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents changes to goodwill for the three months ended March 31, 2021 and 2020. Total Balance at December 31, 2020 $ 458,970,255 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment (10,778 ) Balance at March 31, 2021 $ 458,959,477 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | At March 31, 2021 and December 31, 2020, total borrowings under the Successor Credit Agreement, Amended Credit Agreement, and 2026 Notes consisted of the following, respectively: March 31, 2020 December 31, 2020 Non-current indebtedness: Term Loan $ — $ 262,653,996 Revolving Credit Facility — — Convertible Senior Debt 440,000,000 — Total borrowings under credit facility and convertible senior debt (1) 440,000,000 262,653,996 Less: Current maturities of long-term debt (2) — 6,760,650 Less: Long-term loan debt issuance cost (3) 12,712,081 5,940,600 Total non-current borrowings $ 427,287,919 $ 249,952,746 (1) The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were (2) Pursuant to the terms of the Amended Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). (3) The Company incurred $0.5 million |
Summary of Principal Maturities of Long-term Debt | 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: 2021 $ — 2022 — 2023 — 2024 — 2025 — 2026 440,000,000 $ 440,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 Components of total lease costs: Operating lease cost $ 540,639 Short-term lease cost 12,450 Variable lease cost — Total lease cost $ 553,089 |
Schedule of Operating Lease and Supplemental Information | Amounts reported in the Consolidated Balance Sheets were as follows: March 31, 2021 December 31, 2020 Operating leases: ROU assets $ 9,650,463 $ 10,074,506 Lease liability, current 1,562,964 1,527,224 Lease liability, long-term 8,470,264 8,836,655 Total lease liabilities $ 10,033,228 $ 10,363,879 Weighted-average remaining lease term (in years) 6.0 6.2 Weighted-average discount rate (annual) 4.6 % 4.6 % |
Summary of Other Information Related to Lease | Other information related to leases are as follows: Three Months Ended March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 459,698 Right-of-use 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 March 31, 2021: 2021 $ 1,522,813 2022 1,903,329 2023 1,948,666 2024 1,847,041 2025 1,531,435 Thereafter 2,793,934 Total undiscounted lease payments 11,547,220 Less: Imputed interest 1,513,991 Total lease liabilities $ 10,033,228 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following: March 31, December 31, 2021 2020 Ventanex accrued earnout liability $ 4,600,000 $ 4,800,000 cPayPlus accrued earnout liability 7,800,000 6,500,000 CPS accrued earnout liability 5,100,000 4,500,000 Other payables to related parties 274,815 11,597 $ 17,774,815 $ 15,811,597 |
Share based compensation (Table
Share based compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity | Activities for the three months ended March 31, 2021 and 2020 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2020 2,523,431 $ 15.71 Granted 713,785 22.84 Forfeited (1)(2) 77,007 16.16 Vested 220,664 15.58 Unvested at March 31, 2021 2,939,545 $ 18.09 (1) The forfeited shares include employee terminations during the three months ended March 31, 2021; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. (2) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. |
Organizational Structure and _3
Organizational Structure and Corporate Information - Additional Information (Details) - Class A Common Stock - $ / shares | Jan. 19, 2021 | Mar. 31, 2021 |
Summary Of Significant Accounting Policies [Line Items] | ||
Issuance of new shares, shares | 6,244,500 | |
Equity Offering | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Issuance of new shares, shares | 6,244,500 | |
Number of shares of common stock sold | 814,500 | |
Public offering price | $ 24 |
Organizational Structure and _4
Organizational Structure and Corporate Information - Summary of Restatement of Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Balance Sheets | ||||
Warrant liabilities | $ 45,543,718 | |||
Total noncurrent liabilities | $ 656,884,902 | 357,192,428 | $ 488,360,392 | |
Total liabilities | 717,839,743 | 423,938,814 | 553,796,069 | |
Additional paid-in capital | 839,589,351 | 292,782,302 | 691,675,072 | |
Accumulated deficit | (191,725,614) | (80,665,290) | (175,931,713) | |
Total stockholders' equity | 647,871,546 | 206,791,091 | 509,313,721 | $ 237,896,345 |
Consolidated Statements of Operations | ||||
Change in fair value of warrant liabilities | (6,898,095) | |||
Total other (expense) income | (15,133,487) | (10,918,795) | ||
(Loss) income before income tax expense | (23,922,946) | (14,298,130) | ||
Net (loss) income | (17,981,173) | (13,182,538) | ||
Net (loss) income attributable to the Company | $ (15,793,901) | $ (10,330,139) | ||
Loss per Class A share: | ||||
Basic and diluted | $ (0.21) | $ (0.27) | ||
Consolidated Statements of Cash Flows | ||||
Net (loss) income | $ (17,981,173) | $ (13,182,538) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | 21,753,683 | |||
Net cash provided by operating activities | 4,769,416 | 8,571,145 | ||
Net cash used in investing activities | (5,205,892) | (38,296,792) | ||
Net cash provided by financing activities | $ 304,378,801 | 36,215,853 | ||
As Reported | ||||
Consolidated Balance Sheets | ||||
Total noncurrent liabilities | 311,648,710 | 488,360,392 | ||
Total liabilities | 378,395,096 | 553,796,069 | ||
Additional paid-in capital | 314,971,234 | 604,391,167 | ||
Accumulated deficit | (57,310,504) | (88,647,808) | ||
Total stockholders' equity | 252,334,809 | 509,313,721 | ||
Consolidated Statements of Operations | ||||
Total other (expense) income | (4,020,700) | |||
(Loss) income before income tax expense | (7,400,035) | |||
Net (loss) income | (6,284,443) | |||
Net (loss) income attributable to the Company | $ (3,432,044) | |||
Loss per Class A share: | ||||
Basic and diluted | $ (0.09) | |||
Consolidated Statements of Cash Flows | ||||
Net (loss) income | $ (6,284,443) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | 14,855,588 | |||
Net cash provided by operating activities | 8,571,145 | |||
Net cash used in investing activities | (38,296,792) | |||
Net cash provided by financing activities | 36,215,853 | |||
Adjustments | ||||
Consolidated Balance Sheets | ||||
Warrant liabilities | 45,543,718 | |||
Total noncurrent liabilities | 45,543,718 | |||
Total liabilities | 45,543,718 | |||
Additional paid-in capital | (22,188,932) | 87,283,905 | ||
Accumulated deficit | (23,354,786) | $ (87,283,905) | ||
Total stockholders' equity | (45,543,718) | |||
Consolidated Statements of Operations | ||||
Change in fair value of warrant liabilities | (6,898,095) | |||
Total other (expense) income | (6,898,095) | |||
(Loss) income before income tax expense | (6,898,095) | |||
Net (loss) income | (6,898,095) | |||
Net (loss) income attributable to the Company | (6,898,095) | |||
Consolidated Statements of Cash Flows | ||||
Net (loss) income | (6,898,095) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | $ 6,898,095 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt issuance costs | [1] | $ 5,940,600 | $ 12,712,081 | |
2026 Notes | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt instrument interest rate | 0.00% | |||
Long term debt, noncurrent | $ 440,000,000 | |||
Debt issuance costs | $ 11,400,000 | |||
[1] | The Company incurred $0.5 million |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Total Revenue | $ 47,520,496 | $ 39,462,537 |
Direct Relationships | ||
Revenue | ||
Total Revenue | 46,971,894 | 38,715,624 |
Indirect Relationship | ||
Revenue | ||
Total Revenue | $ 548,602 | $ 746,913 |
Earnings per Share - Summary of
Earnings per Share - Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Loss before income tax expense | $ (23,922,946) | $ (14,298,130) |
Less: Net loss attributable to non-controlling interests | (2,187,272) | (2,852,399) |
Income tax benefit | 5,941,773 | 1,115,592 |
Net (loss) income attributable to the Company | $ (15,793,901) | $ (10,330,139) |
Weighted average shares of Class A common stock outstanding - basic and diluted | 76,602,759 | 37,624,829 |
Loss per share of Class A common stock outstanding - basic and diluted | $ (0.21) | $ (0.27) |
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 23,993,943 | 34,335,784 |
Class A Common Stock | Post-Merger Repay Units Exchangeable | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 7,959,160 | 29,505,623 |
Class A Common Stock | Dilutive Warrants Exercisable | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 1,925,108 | |
Class A Common Stock | Unvested Restricted Share Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 2,939,545 | 2,905,053 |
Class A Common Stock | 2026 Notes Convertible | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Share equivalents excluded from earnings (loss) per share | 13,095,238 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Nov. 02, 2020USD ($)EarnoutPayment | Jul. 23, 2020USD ($) | Feb. 10, 2020USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 458,959,477 | $ 458,970,255 | |||||
Ventanex | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | $ 35,939,129 | ||||||
Contingent earn-out right to be received | $ 900,000 | ||||||
Goodwill | 12,200,461 | ||||||
Transaction expenses related to the business combination | 1,600,000 | $ 1,000,000 | |||||
Ventanex | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 14,000,000 | ||||||
cPayPlus | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | $ 7,956,963 | ||||||
Goodwill | 6,713,646 | ||||||
Transaction expenses related to the business combination | 1,600,000 | ||||||
cPayPlus | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 8,000,000 | ||||||
CPS Payment Services LLC and Media Payments, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | $ 78,000,000 | ||||||
Goodwill | $ 43,300,000 | ||||||
Number of cash earn-out payments | EarnoutPayment | 2 | ||||||
Transaction expenses related to the business combination | $ 1,600,000 | ||||||
CPS Payment Services LLC and Media Payments, LLC | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 15,000,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($) | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 |
Ventanex | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 35,939,129 | ||
Contingent consideration | 4,800,000 | ||
Total purchase price | $ 40,739,129 | ||
cPayPlus | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 7,956,963 | ||
Contingent consideration | 6,500,000 | ||
Total purchase price | $ 14,456,963 | ||
CPS Payment Services | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 83,886,556 | ||
Contingent consideration | 4,500,000 | ||
Total purchase price | $ 88,386,556 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) | Nov. 02, 2020USD ($)EarnoutPayment | Mar. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Jul. 23, 2020USD ($) | Feb. 10, 2020USD ($) |
Ventanex | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out right to be received | $ 900,000 | ||||
Earnout payment | $ 4,600,000 | ||||
Adjustment included in change in fair value of contingent consideration | 700,000 | ||||
Ventanex | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out right to be received | $ 14,000,000 | ||||
cPayPlus | |||||
Business Acquisition [Line Items] | |||||
Earnout payment | 7,800,000 | ||||
Adjustment included in change in fair value of contingent consideration | 1,300,000 | ||||
cPayPlus | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out right to be received | $ 8,000,000 | ||||
CPS Payment Services | |||||
Business Acquisition [Line Items] | |||||
Earnout payment | 5,100,000 | ||||
Adjustment included in change in fair value of contingent consideration | $ 600,000 | ||||
Number of cash earn-out payments | EarnoutPayment | 2 | ||||
CPS Payment Services | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent earn-out right to be received | $ 15,000,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary and Final Purchase Allocation (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 458,959,477 | $ 458,970,255 | |||
Ventanex | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
cPayPlus | |||||
Business Acquisition [Line Items] | |||||
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 | 6,713,646 | ||||
Total purchase price | $ 14,456,963 | ||||
CPS | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,667,066 | ||||
Accounts receivable | 2,810,158 | ||||
Prepaid expenses and other current assets | 2,615,615 | ||||
Total current assets | 7,092,839 | ||||
Property, plant and equipment, net | 19,391 | ||||
Restricted cash | 407 | ||||
Identifiable intangible assets | 30,830,000 | ||||
Total identifiable assets acquired | 37,942,637 | ||||
Accounts payable | (2,004,371) | ||||
Accrued expenses | (2,143,680) | ||||
Net identifiable assets acquired | 33,794,586 | ||||
Goodwill | 40,747,939 | ||||
Total purchase price | 74,542,525 | ||||
MPI | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 2,097,921 | ||||
Accounts receivable | 5,556,958 | ||||
Prepaid expenses and other current assets | 934,751 | ||||
Total current assets | 8,589,630 | ||||
Property, plant and equipment, net | 2,995 | ||||
Restricted cash | 35,318 | ||||
Identifiable intangible assets | 7,110,000 | ||||
Total identifiable assets acquired | 15,737,943 | ||||
Accounts payable | (4,495,599) | ||||
Net identifiable assets acquired | 11,242,344 | ||||
Goodwill | 2,601,687 | ||||
Total purchase price | $ 13,844,031 |
Business Combinations - Summa_4
Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 | Mar. 31, 2021 |
Ventanex | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 26,890,000 | |||
Ventanex | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 400,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
Ventanex | Non-Complete Agreements | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 100,000 | |||
Identifiable intangible assets, useful life | 5 years | |||
Ventanex | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 4,100,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
Ventanex | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 22,300,000 | |||
Identifiable intangible assets, useful life | 10 years | |||
cPayPlus | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 7,720,000 | |||
cPayPlus | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 100,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
cPayPlus | Non-Complete Agreements | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 100,000 | |||
Identifiable intangible assets, useful life | 5 years | |||
cPayPlus | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 6,700,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
cPayPlus | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 800,000 | |||
Identifiable intangible assets, useful life | 10 years | |||
CPS Payment Services | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 30,830,000 | |||
CPS Payment Services | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 500,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
CPS Payment Services | Non-Complete Agreements | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 100,000 | |||
Identifiable intangible assets, useful life | 4 years | |||
CPS Payment Services | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 7,200,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
CPS Payment Services | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 23,000,000 | |||
Identifiable intangible assets, useful life | 10 years | |||
MPI | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 7,110,000 | |||
MPI | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | 100,000 | |||
Identifiable intangible assets, useful life, description | Indefinite | |||
MPI | Non-Complete Agreements | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 100,000 | |||
Identifiable intangible assets, useful life | 4 years | |||
MPI | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 700,000 | |||
Identifiable intangible assets, useful life | 3 years | |||
MPI | Merchant Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets, fair value | $ 6,300,000 | |||
Identifiable intangible assets, useful life | 10 years |
Business Combinations - Summa_5
Business Combinations - Summary of Pro Forma Financial Information (Details) - Ventanex, cPayPlus, and CPS Acquisitions - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 47,520,496 | $ 43,785,775 |
Net loss | (17,981,173) | (13,116,365) |
Net loss attributable to non-controlling interests | (2,187,272) | (2,824,118) |
Net loss attributable to the Company | $ (15,793,901) | $ (10,292,246) |
Loss per Class A share - basic and diluted | $ (0.21) | $ (0.27) |
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 390,921,782 | $ 91,129,888 |
Restricted cash | 19,525,277 | 15,374,846 |
Total assets | 410,447,059 | 106,504,734 |
Liabilities: | ||
Contingent consideration | 17,500,000 | 15,800,000 |
Borrowings | 427,287,919 | 256,713,396 |
Tax receivable agreement | 230,383,483 | 229,228,105 |
Interest rate swap | 9,312,332 | |
Total liabilities | 675,171,402 | 511,053,833 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 390,921,782 | 91,129,888 |
Restricted cash | 19,525,277 | 15,374,846 |
Total assets | 410,447,059 | 106,504,734 |
Level 2 | ||
Liabilities: | ||
Borrowings | 427,287,919 | 256,713,396 |
Interest rate swap | 9,312,332 | |
Total liabilities | 427,287,919 | 266,025,728 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 17,500,000 | 15,800,000 |
Tax receivable agreement | 230,383,483 | 229,228,105 |
Total liabilities | $ 247,883,483 | $ 245,028,105 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2020USD ($) | Oct. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | |
Interest Rate Swap Agreement | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 30,000,000 | $ 140,000,000 | $ 65,000,000 | ||
Term of agreement | 60 months | 57 months | |||
Variable-rate term loan | $ 205,000,000 | ||||
Tax Receivable Agreement | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
TRA, balance increased through accretion expense and valuation adjustment | $ 1,000,000 | ||||
TRA, measurement input | 1.34 | 1.28 | |||
Alternative Investment, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | ||||
Alternative Investment, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | ||||
Minimum [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability, measurement input | 4.6 | ||||
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | ||||
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | ||||
Maximum | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability, measurement input | 4.7 | ||||
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | ||||
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | ||||
Weighted Average | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability, measurement input | 4.6 | ||||
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | ||||
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember |
Fair Value - Schedule of Contin
Fair Value - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 15,800,000 | $ 14,250,000 |
Measurement period adjustment | 6,580,549 | |
Purchases | 10,800,000 | |
Payments | (948,786) | |
Valuation adjustment | 2,648,786 | |
Balance at end of period | 17,500,000 | 31,630,549 |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | 229,228,105 | 67,176,226 |
Purchases | 2,198,111 | |
Accretion expense | 806,375 | 541,963 |
Valuation adjustment | (1,849,108) | |
Balance at end of period | $ 230,383,483 | $ 67,718,189 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 3,827,175 | $ 3,186,707 |
Less: Accumulated depreciation and amortization | 1,847,075 | 1,558,268 |
Property, plant and equipment, net | 1,980,100 | 1,628,439 |
Furniture, Fixtures, and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 1,506,085 | 1,112,702 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 1,980,757 | 1,733,672 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 340,333 | $ 340,333 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 0.3 | $ 0.2 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)TradeName | Mar. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Indefinite-lived intangible assets trade names | $ 22.2 | |
Number of trade names | TradeName | 6 | |
Amortization of Intangible Assets | $ 17.5 | $ 13.7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 434,468,942 | $ 429,985,101 |
Accumulated Amortization | 100,399,789 | 82,987,963 |
Net Carrying Value | $ 334,069,153 | $ 346,997,138 |
Weighted Average Useful Life (Years) | 6 years 7 months 13 days | 6 years 11 months 12 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 308,450,000 | $ 308,450,000 |
Accumulated Amortization | 47,320,995 | 39,920,578 |
Net Carrying Value | $ 261,129,005 | $ 268,529,422 |
Weighted Average Useful Life (Years) | 8 years 4 months 20 days | 8 years 7 months 20 days |
Channel Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 12,550,000 | $ 12,550,000 |
Accumulated Amortization | 755,685 | 191,936 |
Net Carrying Value | $ 11,794,315 | $ 12,358,064 |
Weighted Average Useful Life (Years) | 9 years 4 months 24 days | 9 years 7 months 24 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 109,198,942 | $ 104,715,101 |
Accumulated Amortization | 49,211,901 | 40,280,116 |
Net Carrying Value | $ 59,987,041 | $ 64,434,985 |
Weighted Average Useful Life (Years) | 1 year 6 months 10 days | 1 year 10 months 6 days |
Non-Complete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,270,000 | $ 4,270,000 |
Accumulated Amortization | 3,111,208 | 2,595,333 |
Net Carrying Value | $ 1,158,792 | $ 1,674,667 |
Weighted Average Useful Life (Years) | 1 year 3 months 7 days | 1 year 6 months 7 days |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) | Mar. 31, 2021USD ($) |
Estimated Future Amortization Expense | |
2021 | $ 45,556,445 |
2022 | 58,105,482 |
2023 | 39,879,266 |
2024 | 32,577,868 |
2025 | 32,254,856 |
2026 | 32,242,778 |
Thereafter | $ 93,452,457 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes to Goodwill (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 458,970,255 |
Dispositions | 0 |
Impairment Loss | 0 |
Measurement period adjustment | (10,778) |
Ending balance | $ 458,959,477 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)SegmentUnit | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Number of operating segment | Segment | 1 |
Number of reporting unit | Unit | 1 |
Goodwill impairment loss | $ | $ 0 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | Jan. 19, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Feb. 03, 2021USD ($) | Feb. 02, 2021USD ($) | Jan. 01, 2021USD ($) | Feb. 10, 2020USD ($) | Feb. 09, 2020USD ($) |
Successor Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 346,000,000 | $ 230,000,000 | ||||||
New Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit unused commitments fee | $ 97,222 | $ 42,361 | ||||||
Line of credit Interest expense | 0 | 62,008 | ||||||
New Credit Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 125,000,000 | |||||||
Line of credit | 0 | |||||||
Revolving Credit And Term Loan | Successor Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 20,000,000 | |||||||
Senior Secured Revolving Credit Facility | Successor Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Undrawn line of credit | $ 30,000,000 | |||||||
Senior Secured Revolving Credit Facility | New Credit Agreement | Truist Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Undrawn line of credit | $ 125,000,000 | |||||||
2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 440,000,000 | |||||||
Debt instrument interest rate | 0.00% | |||||||
2026 Notes | Notes Offering | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 440,000,000 | |||||||
Debt instrument interest rate | 0.00% | |||||||
Debt instrument, maturity date | Feb. 1, 2026 | |||||||
2026 Notes | Notes Offering | Class A Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible notes, conversion rate | 29.7619 | |||||||
Debt instrument, convertible notes, conversion price per share | $ / shares | $ 33.60 | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit Interest expense | $ 3,200,000 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |||
Debt Instrument [Line Items] | |||||||
Total borrowings under credit facility and convertible senior debt | $ 440,000,000 | $ 262,653,996 | [1] | $ 440,000,000 | [1] | ||
Less: Current maturities of long-term debt | [2] | 6,760,650 | |||||
Less: Long-term loan debt issuance cost | [3] | 5,940,600 | 12,712,081 | ||||
Total non-current borrowings | 249,952,746 | 427,287,919 | |||||
Convertible Senior Debt | |||||||
Debt Instrument [Line Items] | |||||||
Total borrowings under credit facility and convertible senior debt | $ 440,000,000 | ||||||
Less: Long-term loan debt issuance cost | $ 11,400,000 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Total borrowings under credit facility and convertible senior debt | $ 262,653,996 | ||||||
[1] | The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were | ||||||
[2] | Pursuant to the terms of the Amended Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). | ||||||
[3] | The Company incurred $0.5 million |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Percentage of initial principal amount of the term loans | 0.625% | ||
Interest expense for the amortization of deferred debt issuance costs | $ 535,536 | $ 332,990 | |
Interest Expense | |||
Debt Instrument [Line Items] | |||
Interest expense for the amortization of deferred debt issuance costs | $ 500,000 | $ 1,400,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.65% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.65% | ||
Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.65% |
Borrowings - Summary of Princip
Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | [1] | Mar. 31, 2020 | [1] |
Debt Disclosure [Abstract] | |||||
2026 | $ 440,000,000 | ||||
Total borrowings under credit facility and convertible senior debt | $ 440,000,000 | $ 262,653,996 | $ 440,000,000 | ||
[1] | The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Feb. 21, 2020 | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Feb. 29, 2020 |
Interest Rate Swap Agreement | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 140,000,000 | $ 65,000,000 | $ 30,000,000 | |||
Variable-rate term loan | $ 205,000,000 | |||||
Regions Bank | Interest Rate Swap Agreement | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | 140,000,000 | |||||
Variable-rate term loan | $ 140,000,000 | |||||
Term of agreement | 5 years | |||||
Pre-tax gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense | $ 100,000 | |||||
Regions Bank | Swap Transaction | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 30,000,000 | 65,000,000 | ||||
Swap transaction inception date | Mar. 31, 2020 | |||||
Swap transaction termination date | Feb. 10, 2025 | |||||
Regions Bank | Swap Transaction | Other Loss | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Derivative, Notional Amount | $ 9,300,000 | |||||
Regions Bank | Swap Transaction | LIBOR | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 30,000,000 | $ 65,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Lease [Line Items] | |
Operating lease expiration year | 2029 |
Lessee, operating lease, existence of option to extend [true false] | true |
Operating lease, option to extend | Most of these leases include one or more renewal options for six years or less |
Operating lease, existence of option to terminate [true false] | true |
Operating lease, option to terminate | certain leases also include lessee termination options |
Minimum [Member] | |
Lease [Line Items] | |
Operating lease, term of contract | 3 years |
Maximum | |
Lease [Line Items] | |
Operating lease, term of contract | 10 years |
Operating lease, renewal term | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Components of Lease Cost (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Components of total lease costs: | |
Operating lease cost | $ 540,639 |
Short-term lease cost | 12,450 |
Total lease cost | $ 553,089 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
ROU assets | $ 9,650,463 | $ 10,074,506 |
Lease liability, current | 1,562,964 | 1,527,224 |
Lease liability, long-term | 8,470,264 | 8,836,655 |
Total lease liabilities | $ 10,033,228 | $ 10,363,879 |
Weighted-average remaining lease term (in years) | 6 years | 6 years 2 months 12 days |
Weighted-average discount rate (annual) | 4.60% | 4.60% |
Commitments and Contingencies_4
Commitments and Contingencies - Other Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 459,698 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
2021 | $ 1,522,813 | |
2022 | 1,903,329 | |
2023 | 1,948,666 | |
2024 | 1,847,041 | |
2025 | 1,531,435 | |
Thereafter | 2,793,934 | |
Total undiscounted lease payments | 11,547,220 | |
Less: Imputed interest | 1,513,991 | |
Total lease liabilities | $ 10,033,228 | $ 10,363,879 |
Schedule of Related Party Payab
Schedule of Related Party Payables (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Related party payables | $ 17,774,815 | $ 15,811,597 |
Ventanex | ||
Related Party Transaction [Line Items] | ||
Related party payables | 4,600,000 | 4,800,000 |
cPayPlus | ||
Related Party Transaction [Line Items] | ||
Related party payables | 7,800,000 | 6,500,000 |
CPS Payment Services | ||
Related Party Transaction [Line Items] | ||
Related party payables | 5,100,000 | 4,500,000 |
Other Payables to Related Parties | ||
Related Party Transaction [Line Items] | ||
Related party payables | $ 274,815 | $ 11,597 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Transaction costs incurred on behalf of related parties | $ 1.3 | $ 0.5 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense related to unvested RSAs and RSUs | $ 34.8 | $ 32.8 |
Weighted-average period related to unvested RSAs and RSUs | 2 years 10 months 28 days | 2 years 7 months 20 days |
Share based compensation expense | $ 5.2 | $ 3.5 |
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 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity (Details) - Restricted Stock Award (RSAs) And Restricted Stock Units (RSU) - Class A Common Stock | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 2,523,431 | |
Granted | shares | 713,785 | |
Forfeited | shares | 77,007 | [1],[2] |
Vested | shares | 220,664 | |
Unvested, Ending Balance | shares | 2,939,545 | |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 15.71 | |
Weighted average grant date fair value, Granted | $ / shares | 22.84 | |
Weighted average grant date fair value, Forfeited | $ / shares | 16.16 | [1],[2] |
Weighted average grant date fair value, Vested | $ / shares | 15.58 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 18.09 | |
[1] | The forfeited shares include employee terminations during the three months ended March 31, 2021; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. | |
[2] | Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the Incentive Plan. |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) | Jul. 11, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Taxation [Line Items] | ||||
Effective tax rate | 24.80% | 7.80% | ||
Income tax benefit | $ 5,941,773 | $ 1,115,592 | ||
Change to valuation allowance | 0 | |||
Deferred tax assets, net | 141,799,307 | $ 135,337,229 | ||
Additional deferred tax asset (DTA) and offsetting deferred tax liability (DTL) amount | $ 5,064 | |||
Percentage of valuation allowance recognized | 100.00% | |||
Uncertain tax positions | $ 0 | |||
Percentage of tax benefits payable under Tax Receivable Agreement | 100.00% | |||
Liability related to projected obligations under Tax Receivable Agreement | $ 230,400,000 | |||
Class A Common Stock | ||||
Taxation [Line Items] | ||||
Post-merger repay units exchanged | 375,000 | |||
Hawk Parent | Class A Common Stock | ||||
Taxation [Line Items] | ||||
Post-merger repay units exchanged | 375,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Billing Tree [Member] - Subsequent Event $ in Millions | May 10, 2021USD ($) |
Subsequent Event [Line Items] | |
Acquisition date | May 10, 2021 |
Payments made to acquire business | $ 503 |
Business combination, cash consideration | 275 |
Class A Common Stock | |
Subsequent Event [Line Items] | |
Business combination, stock transaction | $ 228 |