Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 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 | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 90,553,868 | |
Class V Common Stock | ||
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash and cash equivalents | $ 116,486,111 | $ 91,129,888 | |
Accounts receivable | 30,510,431 | 21,310,724 | |
Prepaid expenses and other | 10,071,770 | 6,925,115 | |
Total current assets | 157,068,312 | 119,365,727 | |
Property, plant and equipment, net | 3,160,008 | 1,628,439 | |
Restricted cash | 20,595,849 | 15,374,846 | |
Customer and channel relationships, net of amortization | 461,131,685 | 280,887,486 | |
Software, net of amortization | 75,017,159 | 64,434,985 | |
Other intangible assets, net of amortization | 30,768,286 | 23,904,667 | |
Goodwill | 751,534,841 | 458,970,255 | |
Operating lease right-of-use assets, net of amortization | 10,369,453 | 10,074,506 | |
Deferred tax assets | 133,258,928 | 135,337,229 | |
Other assets | 2,499,997 | ||
Total noncurrent assets | 1,488,336,206 | 990,612,413 | |
Total assets | 1,645,404,518 | 1,109,978,140 | |
Liabilities | |||
Accounts payable | 17,760,390 | 11,879,638 | |
Related party payable | 8,578,588 | 15,811,597 | |
Accrued expenses | 22,350,134 | 19,216,258 | |
Current maturities of long-term debt | [1] | 6,760,650 | |
Current operating lease liabilities | 1,869,813 | 1,527,224 | |
Current tax receivable agreement | 10,440,762 | 10,240,310 | |
Other current liabilities | 1,660,318 | ||
Total current liabilities | 62,660,005 | 65,435,677 | |
Long-term debt, net of current maturities | 428,612,681 | 249,952,746 | |
Noncurrent operating lease liabilities | 9,058,364 | 8,836,655 | |
Tax receivable agreement, net of current portion | 221,044,018 | 218,987,795 | |
Other liabilities | 1,182,408 | 10,583,196 | |
Total noncurrent liabilities | 659,897,471 | 488,360,392 | |
Total liabilities | 722,557,476 | 553,796,069 | |
Commitment and contingencies (Note 12) | |||
Stockholders' equity | |||
Additional paid-in capital | 1,092,446,820 | 691,675,072 | |
Accumulated other comprehensive (loss) income | (6,436,763) | ||
Accumulated deficit | (210,260,747) | (175,931,713) | |
Total stockholders' equity | 882,194,905 | 509,313,721 | |
Equity attributable to non-controlling interests | 40,652,137 | 46,868,350 | |
Total liabilities and stockholders' equity and members' equity | 1,645,404,518 | 1,109,978,140 | |
Class A Common Stock | |||
Stockholders' equity | |||
Common stock value | 8,832 | 7,125 | |
Total stockholders' equity | $ 8,832 | $ 7,125 | |
[1] | Pursuant to the terms of the Amended Credit Agreement, the Company was 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 | Sep. 30, 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 | 88,323,068 | 71,244,682 |
Common shares, shares outstanding | 88,323,068 | 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 61,125,384 | $ 37,634,537 | $ 157,057,751 | $ 113,597,599 |
Operating expenses | ||||
Other costs of services | 15,287,720 | 10,492,011 | 40,483,326 | 29,989,935 |
Selling, general and administrative | 33,696,220 | 28,580,764 | 86,631,634 | 65,765,167 |
Depreciation and amortization | 25,907,374 | 15,421,129 | 63,379,348 | 44,031,111 |
Change in fair value of contingent consideration | (1,550,000) | (3,750,000) | (101,214) | (3,010,000) |
Total operating expenses | 73,341,314 | 50,743,904 | 190,393,094 | 136,776,213 |
Loss from operations | (12,215,930) | (13,109,367) | (33,335,343) | (23,178,614) |
Other (expense) income | ||||
Interest expense | (763,614) | (3,624,499) | (2,763,592) | (10,846,639) |
Loss on extinguishment of debt | (5,940,600) | |||
Change in fair value of warrant liabilities | 2,740,403 | (70,827,214) | ||
Change in fair value of tax receivable liability | 3,410,955 | (1,475,376) | 98,505 | (12,055,797) |
Other income | 18,816 | 25,379 | 81,352 | 69,826 |
Other loss | (19,041) | (9,099,451) | ||
Total other (expense) income | 2,647,116 | (2,334,093) | (17,623,786) | (93,659,824) |
Loss before income tax expense | (9,568,814) | (15,443,460) | (50,959,129) | (116,838,438) |
Income tax benefit | 2,260,704 | 3,382,859 | 12,319,951 | 8,395,077 |
Net loss | (7,308,110) | (12,060,601) | (38,639,178) | (108,443,361) |
Less: Net loss attributable to non-controlling interests | (1,042,074) | (5,297,782) | (4,310,144) | (12,053,241) |
Net loss attributable to the Company | $ (6,266,036) | $ (6,762,819) | $ (34,329,034) | $ (96,390,120) |
Loss per Class A share: | ||||
Basic and diluted | $ (0.07) | $ (0.12) | $ (0.42) | $ (2.10) |
Weighted-average shares outstanding: | ||||
Basic and diluted | 88,273,194 | 57,913,089 | 81,595,128 | 45,806,225 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (7,308,110) | $ (12,060,601) | $ (38,639,178) | $ (108,443,361) |
Other comprehensive loss, before tax | ||||
Change in fair value of designated cash flow hedges | 560,800 | (10,687,184) | ||
Total other comprehensive income (loss), before tax | 560,800 | (10,687,184) | ||
Income tax related to items of other comprehensive income: | ||||
Tax benefit on change in fair value of designated cash flow hedges | 47,122 | 1,598,492 | ||
Total income tax benefit on related to items of other comprehensive income | 47,122 | 1,598,492 | ||
Total other comprehensive loss, net of tax | 607,922 | (9,088,692) | ||
Total comprehensive loss | (7,308,110) | (11,452,679) | (38,639,178) | (117,532,053) |
Less: Comprehensive loss attributable to non-controlling interests | (1,042,074) | (4,534,744) | (4,310,144) | (15,879,944) |
Comprehensive loss attributable to the Company | $ (6,266,036) | $ (6,917,935) | $ (34,329,034) | $ (101,652,109) |
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 | $ 213,537,117 | $ 3,753 | $ 283,555,118 | $ (70,335,151) | $ 206,162,035 | $ 313,397 | |
Balance, shares at Dec. 31, 2019 | 37,530,568 | 100 | |||||
Issuance of new shares | 510,366,818 | $ 2,356 | 510,364,462 | ||||
Issuance of new shares, shares | 23,564,816 | ||||||
Exchange of Post-Merger Repay Units | 13,456,679 | $ 158 | 13,796,879 | (13,456,679) | (340,358) | ||
Exchange of Post-Merger Repay Units Shares | 1,579,330 | ||||||
Redemption of Post-Merger Repay Units | (303,182,439) | (300,023,143) | (132,113,374) | (3,159,296) | |||
Release of share awards vested under Equity Plan | $ 39 | (39) | |||||
Release of share awards vested under Equity Plan, shares | 387,022 | ||||||
Treasury shares repurchased | (701,374) | (701,374) | |||||
Stock-based compensation | 14,766,400 | 14,766,400 | |||||
Warrant exercise | 86,798,846 | $ 803 | 86,798,043 | ||||
Warrant exercise, shares | 8,026,253 | ||||||
Tax distribution from Hawk Parent | (1,496,336) | ||||||
Valuation allowance on Ceiling Rule DTA | (23,000,880) | (23,000,880) | |||||
Reclassification to warrant liabilities | 111,643,133 | 111,643,133 | |||||
Net loss | (96,390,120) | (96,390,120) | (12,053,240) | ||||
Other comprehensive income (loss) | (6,079,291) | (4,639,271) | (6,079,291) | ||||
Balance at Sep. 30, 2020 | 521,214,889 | $ 7,109 | 697,198,599 | (166,725,271) | 42,403,135 | (9,265,548) | |
Balance, shares at Sep. 30, 2020 | 71,087,989 | 100 | |||||
Balance at Jun. 30, 2020 | 359,730,310 | $ 5,202 | 526,569,801 | (159,962,453) | 159,844,542 | (6,882,240) | |
Balance, shares at Jun. 30, 2020 | 52,018,330 | 100 | |||||
Issuance of new shares | 336,374,510 | $ 1,436 | 336,373,074 | ||||
Issuance of new shares, shares | 14,364,816 | ||||||
Exchange of Post-Merger Repay Units | 13,456,679 | $ 158 | 13,796,879 | (13,456,679) | (340,358) | ||
Exchange of Post-Merger Repay Units Shares | 1,579,330 | ||||||
Redemption of Post-Merger Repay Units | (239,159,854) | (236,701,453) | (97,335,959) | (2,458,401) | |||
Release of share awards vested under Equity Plan | $ 39 | (39) | |||||
Release of share awards vested under Equity Plan, shares | 387,022 | ||||||
Treasury shares repurchased | (701,374) | (701,374) | |||||
Stock-based compensation | 5,768,220 | 5,768,220 | |||||
Warrant exercise | 31,471,331 | $ 274 | 31,471,057 | ||||
Warrant exercise, shares | 2,738,491 | ||||||
Tax distribution from Hawk Parent | (1,496,336) | ||||||
Valuation allowance on Ceiling Rule DTA | (14,700,093) | (14,700,093) | |||||
Reclassification to warrant liabilities | 35,322,527 | 35,322,527 | |||||
Net loss | (6,762,819) | (6,762,819) | (5,297,782) | ||||
Other comprehensive income (loss) | 415,451 | 145,349 | 415,451 | ||||
Balance at Sep. 30, 2020 | 521,214,889 | $ 7,109 | 697,198,599 | (166,725,271) | 42,403,135 | (9,265,548) | |
Balance, shares at Sep. 30, 2020 | 71,087,989 | 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 | 371,049,960 | $ 1,629 | 371,048,331 | (701,599) | |||
Issuance of new shares, shares | 16,295,802 | ||||||
Exchange of Post-Merger Repay Units | 2,331,486 | $ 41 | 2,331,445 | (2,331,483) | |||
Exchange of Post-Merger Repay Units Shares | 407,584 | ||||||
Release of share awards vested under Equity Plan | $ 37 | (37) | |||||
Release of share awards vested under Equity Plan, shares | 375,000 | ||||||
Treasury shares repurchased | (2,984,683) | (2,984,683) | 8,693 | ||||
Stock-based compensation | 16,256,475 | 16,256,475 | (27,090) | ||||
Tax distribution from Hawk Parent | (62,327) | ||||||
Valuation allowance on Ceiling Rule DTA | 14,120,217 | 14,120,217 | |||||
Net loss | (34,329,034) | (34,329,034) | (4,310,144) | ||||
Other comprehensive income (loss) | 6,436,763 | 1,207,738 | $ 6,436,763 | ||||
Balance at Sep. 30, 2021 | 882,194,905 | $ 8,832 | 1,092,446,820 | (210,260,747) | 40,652,137 | ||
Balance, shares at Sep. 30, 2021 | 88,323,068 | 100 | |||||
Balance at Jun. 30, 2021 | 869,177,815 | $ 8,822 | 1,073,163,704 | (203,994,711) | 41,796,633 | ||
Balance, shares at Jun. 30, 2021 | 88,222,430 | 100 | |||||
Exchange of Post-Merger Repay Units | 37,944 | $ 1 | 37,943 | (37,943) | |||
Exchange of Post-Merger Repay Units Shares | 7,317 | ||||||
Release of share awards vested under Equity Plan | $ 9 | (9) | |||||
Release of share awards vested under Equity Plan, shares | 93,321 | ||||||
Treasury shares repurchased | (458,152) | (458,152) | 2,482 | ||||
Stock-based compensation | 5,577,930 | 5,577,930 | (4,633) | ||||
Tax distribution from Hawk Parent | (62,327) | ||||||
Valuation allowance on Ceiling Rule DTA | 14,125,404 | 14,125,404 | |||||
Net loss | (6,266,036) | (6,266,036) | (1,042,074) | ||||
Balance at Sep. 30, 2021 | $ 882,194,905 | $ 8,832 | $ 1,092,446,820 | $ (210,260,747) | $ 40,652,137 | ||
Balance, shares at Sep. 30, 2021 | 88,323,068 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Net loss | $ (7,308,110) | $ (12,060,601) | $ (38,639,178) | $ (108,443,361) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization | 25,907,374 | 15,421,129 | 63,379,348 | 44,031,111 | |
Stock based compensation | 16,229,384 | 14,766,400 | |||
Amortization of debt issuance costs | 1,860,299 | 1,054,809 | |||
Loss on disposal of property, plant, and equipment | 19,039 | ||||
Loss on extinguishment of debt | 5,940,600 | ||||
Loss on sale of interest rate swaps | 9,317,243 | ||||
Fair value change in warrant liabilities | (2,740,403) | 70,827,214 | |||
Fair value change in tax receivable agreement liability | (98,505) | 12,055,798 | |||
Fair value change in other assets and liabilities | (101,214) | (3,041,378) | |||
Payment of contingent consideration liability in excess of acquisition-date fair value | (1,500,000) | ||||
Deferred tax expense | (12,319,951) | (8,395,077) | |||
Change in accounts receivable | (5,508,303) | (179,943) | |||
Change in related party receivable | 563,084 | ||||
Change in prepaid expenses and other | (1,539,229) | (499,594) | |||
Change in operating lease ROU assets | 1,487,542 | ||||
Change in accounts payable | 2,663,569 | 2,055,447 | |||
Change in related party payable | 1,316,991 | (14,545,569) | |||
Change in accrued expenses and other | (2,464,635) | (4,024,327) | |||
Change in operating lease liabilities | (820,110) | ||||
Change in other liabilities | (7,740,470) | 486,414 | |||
Net cash provided by operating activities | 31,482,420 | 6,711,028 | |||
Cash flows from investing activities | |||||
Purchases of property and equipment | (1,928,450) | (811,626) | |||
Purchases of intangible assets | (14,900,254) | (10,853,882) | |||
Purchase of equity investment | (2,499,997) | ||||
Net cash used in investing activities | (296,614,842) | (55,175,743) | |||
Cash flows from financing activities | |||||
Payment on line of credit | (10,000,000) | ||||
Issuance of long-term debt | 440,000,000 | 60,425,983 | |||
Payments on long-term debt | (262,653,996) | (4,993,825) | |||
Repurchase of treasury shares | (2,975,990) | (701,374) | |||
Exercise of warrants | 86,798,846 | ||||
Redemption of Post-Merger Repay Units | (435,295,813) | ||||
Distributions to Members | (62,327) | (1,496,336) | |||
Payment of loan costs | (13,247,617) | (1,861,816) | |||
Payment of contingent consideration liability up to acquisition-date fair value | (7,448,786) | ||||
Net cash provided by financing activities | 295,709,648 | 203,242,483 | |||
Increase in cash, cash equivalents and restricted cash | 30,577,226 | 154,777,768 | |||
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 | $ 137,081,960 | $ 192,678,885 | 137,081,960 | 192,678,885 | $ 106,504,734 |
Cash paid during the year for: | |||||
Interest | 903,293 | 9,023,058 | |||
Ventanex | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (35,460,153) | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Acquisition in exchange for contingent consideration | 4,800,000 | ||||
APS Payments | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (465,454) | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Valuation adjustment to contingent consideration for acquisition | 6,580,549 | ||||
CPS | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | 10,778 | ||||
Billing Tree | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (269,825,725) | ||||
cPayPlus | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (7,584,628) | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Acquisition in exchange for contingent consideration | 6,500,000 | ||||
Kontrol | |||||
Cash flows from investing activities | |||||
Acquisition, net of cash and restricted cash acquired | (7,471,194) | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Acquisition in exchange for contingent consideration | 500,000 | ||||
TriSource | |||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Acquisition in exchange for contingent consideration | 1,750,000 | ||||
Class A Common Stock | |||||
Cash flows from financing activities | |||||
Public issuance of Class A Common Stock | $ 142,098,364 | $ 510,366,818 |
Organizational Structure and Co
Organizational Structure and Corporate Information | 9 Months Ended |
Sep. 30, 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 an 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. On January 19, 2021, the Company also completed an offering of $440.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the “2026 Notes”) in a private placement (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. $40.0 million in aggregate principal amount of such 2026 Notes were sold in the Notes Offering in connection with the full exercise of the initial purchasers’ option to purchase such additional 2026 Notes pursuant to the purchase agreement. The Notes will mature on February 1, 2026, unless earlier converted, repurchased or redeemed. On June 15, 2021, the Company acquired all of the equity interests of BT Intermediate, LLC (together with its subsidiaries, “BillingTree”) for approximately $506.6 million, consisting of approximately $278.3 million in cash from the Company’s balance sheet and approximately 10 million shares of newly issued Class A common stock, representing approximately 10% of the voting power of the Company’s outstanding shares of common stock. On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”) for up to $11.0 million, of which approximately $7.5 million was paid at closing. The acquisition was financed with cash on hand. 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 ( as amended, the “2020 Form 10-K”) restating the financial statements for the Relevant Periods (including the three and nine months ended September 30 , 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 three and nine months ended September 30 , 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 three and nine months ended September 30 , 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 September 30, 2020 and for the three and nine months ended September 30, 2020 to restate the following non-cash items: As of December 31, 2020 As of September 30, 2020 (Unaudited) As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Balance Sheets Warrant liabilities $ — $ — $ — $ — $ — $ — Total noncurrent liabilities 488,360,392 — 488,360,392 474,737,189 — 474,737,189 Total liabilities 553,796,069 — 553,796,069 531,069,878 — 531,069,878 Additional paid-in capital 604,391,167 87,283,905 691,675,072 609,914,694 87,283,905 697,198,599 Accumulated deficit (88,647,808 ) (87,283,905 ) (175,931,713 ) (79,441,366 ) (87,283,905 ) (166,725,271 ) Total stockholders' equity 509,313,721 — 509,313,721 521,214,889 — 521,214,889 For the three months ended September 30, 2020 For the nine months ended September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $ 2,740,403 $ 2,740,403 $ — $ (70,827,214 ) $ (70,827,214 ) Total other (expense) income (5,074,496 ) 2,740,403 (2,334,093 ) (22,832,610 ) (70,827,214 ) (93,659,824 ) (Loss) income before income tax expense (18,183,863 ) 2,740,403 (15,443,460 ) (46,011,224 ) (70,827,214 ) (116,838,438 ) Net (loss) income (14,801,004 ) 2,740,403 (12,060,601 ) (37,616,147 ) (70,827,214 ) (108,443,361 ) Net (loss) income attributable to the Company (9,503,222 ) 2,740,403 (6,762,819 ) (25,562,906 ) (70,827,214 ) (96,390,120 ) Loss per Class A share: Basic and diluted $ (0.16 ) $ (0.12 ) $ (0.56 ) $ (2.10 ) For the nine months ended September 30, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $ (37,616,147 ) $ (70,827,214 ) $ (108,443,361 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 44,327,175 70,827,214 115,154,389 Net cash provided by operating activities 6,711,028 — 6,711,028 Net cash used in investing activities (55,175,743 ) — (55,175,743 ) Net cash provided by financing activities 203,242,483 — 203,242,483 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 | 9 Months Ended |
Sep. 30, 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, Custom Payment Systems, LLC, BT Intermediate, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC and Harbor Acquisition 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 2026 Notes in January 2021, which resulted in recognition of $440.0 million in noncurrent long-term debt and $11.4 million in debt issuance costs. 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 | 9 Months Ended |
Sep. 30, 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. Software Revenue As a result of the acquisition of BillingTree, the Company has acquired a software revenue stream. Software revenue has been presented within revenue on the Consolidated Statements of Operations. Software revenue consists of term license fees related to software products, and software maintenance and support (“PCS”). Customers typically enter into software contracts for contractual terms of three to twelve months. The term license and PCS are each distinct performance obligations. The total consideration in the contract is allocated based on management’s assessment of the relative standalone selling price for each performance obligation. Revenue is recognized when the related performance obligations are satisfied. Revenue from the term license is recognized at a point in time, upon delivery to the client. Revenue from PCS is recognized over the term of the contract. When the Company receives an up-front deposit, the revenue is deferred until such a time that the term license or PCS is provided to the customer. Deferred revenue is expected to be recognized as revenue within one year and is classified within a current liability. The balance of deferred revenue as of September 30, 2021 incorporates the deferred revenue acquired in the BillingTree acquisition. See Note 5. Business Combinations for more detail regarding the BillingTree acquisition. Disaggregation of revenue The table below presents a disaggregation of revenue by direct and indirect relationships for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue Direct relationships $ 58,771,135 $ 37,088,404 $ 152,813,138 $ 111,677,862 Indirect relationships 2,354,249 546,133 4,244,613 1,919,737 Total Revenue $ 61,125,384 $ 37,634,537 $ 157,057,751 $ 113,597,599 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 4. Earnings Per Share During the three and nine months ended September 30, 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss before income tax expense $ (9,568,814 ) $ (15,443,460 ) $ (50,959,129 ) $ (116,838,438 ) Less: Net loss attributable to non-controlling interests (1,042,074 ) (5,297,782 ) (4,310,144 ) (12,053,241 ) Income tax benefit 2,260,704 3,382,859 12,319,951 8,395,077 Net loss attributable to the Company $ (6,266,036 ) $ (6,762,819 ) $ (34,329,034 ) $ (96,390,120 ) Weighted average shares of Class A common stock outstanding - basic and diluted 88,273,194 57,913,089 81,595,128 45,806,225 Loss per share of Class A common stock outstanding - basic and diluted $ (0.07 ) $ (0.12 ) $ (0.42 ) $ (2.10 ) For the three and nine months ended September 30, 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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Post-Merger Repay Units exchangeable for Class A common stock 7,926,576 8,361,477 7,926,576 8,361,477 Unvested restricted share awards of Class A common stock 2,850,220 2,445,535 2,850,220 2,445,535 2026 Notes convertible for Class A common stock 13,095,238 — 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,872,034 10,807,012 23,872,034 10,807,012 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 | 9 Months Ended |
Sep. 30, 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”). 36.0 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 an allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The purchase price allocation is as follows: 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, of which $8.3 million is expected to be deductible for tax purposes. 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 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 an allocation of the purchase price to cPayPlus’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 23, 2020 closing date. The purchase price allocation is as follows: 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 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, of which $8.2 million is expected to be deductible for tax purposes. 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 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 September 30, 2021, the fair value of the CPS earnout was $1.5 million, which resulted in a ($3.0) The Company recorded an allocation of the purchase price to CPS’ and MPI’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the November 2, 2020 closing date. The purchase price allocation is as follows: 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 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, of which $38.8 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of CPS. BillingTree On June 15, 2021, the Company acquired BillingTree. Under the terms of the agreement and plan of merger between BT Intermediate, LLC, the Company, two newly formed subsidiaries of the Company and the owner of BT Intermediate, LLC (“BillingTree Merger Agreement”), the aggregate consideration paid at closing by the Company was approximately $506.6 million, consisting of approximately $278.3 million in cash and approximately 10 million shares of Class A common stock. The BillingTree Merger Agreement contains customary representations, warranties and covenants by Repay and the former owner of BillingTree, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the seller of BillingTree: Cash consideration $ 278,344,249 Class A common stock issued 228,250,000 Total purchase price $ 506,594,249 The Company recorded a preliminary allocation of the purchase price to BillingTree’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 15, 2021 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 8,243,570 Accounts receivable 3,623,894 Prepaid expenses and other current assets 1,601,854 Total current assets 13,469,318 Property, plant and equipment, net 541,244 Restricted cash 274,954 Other assets 1,782,489 Identifiable intangible assets 236,810,000 Total identifiable assets acquired 252,878,005 Accounts payable (2,552,251 ) Accrued expenses (6,982,919 ) Deferred tax liability (29,200,907 ) Net identifiable assets acquired 214,141,928 Goodwill 292,452,321 Total purchase price $ 506,594,249 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 $ 0.3 2 Trade names 7.8 Indefinite Developed technology 26.2 3 Merchant relationships 202.5 10 $ 236.8 Goodwill of $292.5 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $47.7 million is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of BillingTree. BillingTree contributed $17.0 million to revenue and $(0.7) million in net income to the Company’s unaudited interim Consolidated Statements of Operations, from June 15, 2021 through September 30, 2021. Kontrol On June 22, 2021, the Company acquired substantially all of the assets of Kontrol LLC (“Kontrol”). Under the terms of the asset purchase agreement between a newly formed subsidiary of Repay Holdings, LLC and the owner of Kontrol (“Kontrol Purchase Agreement”), the aggregate consideration paid at closing by the Company was up to $11.0 million in cash, of which $7.5 million was paid at closing. The Kontrol Purchase Agreement contains customary representations, warranties and covenants by Repay and the former owner of Kontrol, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the owner of Kontrol: Cash consideration $ 7,471,194 Contingent consideration (1) 500,000 Total purchase price $ 7,971,194 (1) Reflects the fair value of the Kontrol earnout payment, the contingent consideration to be paid to the selling members of Kontrol, pursuant to the Kontrol Purchase Agreement as of June 22, 2021. The selling partners of Kontrol will have the contingent earnout right to receive a payment of up to $3.0 million, dependent upon the Gross Profit, as defined in the Kontrol Purchase Agreement. As of September 30, 2021, the fair value of the Kontrol earnout was $0.9 million, which resulted in a $0.4 million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for both the three and nine months ended September 30, 2021. The Company recorded a preliminary allocation of the purchase price to Kontrol’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 22, 2021 closing date. The preliminary purchase price allocation is as follows: Accounts receivable $ 67,510 Prepaid expenses and other current assets 5,572 Total current assets 73,083 Identifiable intangible assets 6,940,000 Total identifiable assets acquired 7,013,083 Accounts payable (664,932 ) Net identifiable assets acquired 6,348,151 Goodwill 1,623,043 Total purchase price $ 7,971,194 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) Trade names $ 0.0 Indefinite Merchant relationships 6.9 8 $ 6.9 Goodwill of $1.6 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, of which $1.1 million on a gross basis is expected to be deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Kontrol. Kontrol contributed $0.9 million to revenue and $0.4 million in net income to the Company’s unaudited interim Consolidated Statements of Operations, from June 22, 2021 through September 30, 2021. Measurement Period The preliminary purchase price allocations for the acquisitions of BillingTree and Kontrol are based on initial estimates and provisional amounts. For the acquisitions completed during the nine months ended September 30, 2021, the Company continues to refine its inputs and estimates inherent in the valuation of intangible assets, deferred income taxes, realization of tangible assets and the accuracy and completeness of liabilities within the measurement period. During the three months ended September 30, 2021, due to differences in accounting policy and the receipt of up-to-date information, the Company decreased the opening value of accounts receivable by $2.9 million and increased other assets by $0.4 million and accrued expenses by $0.7 million for the BillingTree acquisition. This also resulted in a more precise valuation of the acquired customer relationship asset and deferred tax liability, increasing each balance by $4.5 million and $1.1 million, respectively. The resulting impact to the statement of operations is not material. The Company recognized immaterial adjustments to the opening value of accounts receivable, prepaid expenses and accounts payable for the Kontrol acquisition based on the receipt of up-to-date information. There was no resulting impact to the statement of operations. Transaction Expenses The Company incurred transaction expenses of $2.7 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, CPS, BillingTree and Kontrol 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. Pro Forma Three Months Ended September 30, Pro Forma Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 61,125,384 $ 57,422,690 $ 185,824,945 $ 168,938,951 Net loss (7,308,110 ) (8,927,529 ) (32,745,366 ) (105,103,125 ) Net loss attributable to non-controlling interests (1,042,074 ) (4,137,688 ) (3,788,620 ) (10,973,312 ) Net loss attributable to the Company (6,266,036 ) (4,789,841 ) (28,956,746 ) (94,129,813 ) Loss per Class A share - basic and diluted $ (0.07 ) $ (0.08 ) $ (0.35 ) $ (2.05 ) |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 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. September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 116,486,111 $ — $ — $ 116,486,111 Restricted cash 20,595,849 — — 20,595,849 Other assets — 2,499,997 — 2,499,997 Total assets $ 137,081,960 $ 2,499,997 $ — $ 139,581,957 Liabilities: Contingent consideration $ — $ — $ 8,250,000 $ 8,250,000 Borrowings — 428,612,681 — 428,612,681 Tax receivable agreement — — 231,484,780 231,484,780 Total liabilities $ — $ 428,612,681 $ 239,734,780 $ 668,347,461 December 31, 2020 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 Accounts receivable and accounts payable The carrying amounts of accounts receivable and accounts payable approximate their fair value given the short-term nature of these accounts. Other assets Other assets contain an equity investment without readily determinable fair value. The Company elected a measurement alternative for measuring this equity investment , in which the carry amount is adjusted based on any observable price changes in orderly transactions. The equity investment is classified as L evel 2 based on the valuation methodology and associated inputs. 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 within Related party payable in the Consolidated Balance Sheets. 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 3.3% to 3.4% and weighted average of 3.3% 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. Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 15,800,000 $ 14,250,000 Measurement period adjustment — 6,580,549 Purchases 1,500,000 11,300,000 Payments (8,948,786 ) (14,320,549 ) Valuation adjustment (101,214 ) (3,010,000 ) Balance at end of period $ 8,250,000 $ 14,800,000 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 1.24% was applied to the forecasted TRA payments at September 30, 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 entered into upon completion of the Business Combination (the “Exchange Agreement”) . In addition, the TRA balance was adjusted by $(0.1) million through accretion expense and a valuation adjustment, related to a decrease in the discount rate, which was 1.34 % as of December 31, 2020 , and the finalization of the various components related to the 2020 exchanges of Post-Merger Repay Units . 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. Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 229,228,105 $ 67,176,226 Purchases 2,355,180 143,668,304 Payments — — Accretion expense 4,148,122 2,571,460 Valuation adjustment (4,246,627 ) 9,484,337 Balance at end of period $ 231,484,780 $ 222,900,327 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 within Other assets 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. Both interest rate swaps were settled in January 2021. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: September 30, December 31, 2021 2020 Furniture, fixtures, and office equipment $ 2,514,614 $ 1,112,702 Computers 2,719,425 1,733,672 Leasehold improvements 412,788 340,333 Total 5,646,827 3,186,707 Less: Accumulated depreciation and amortization 2,486,819 1,558,268 $ 3,160,008 $ 1,628,439 Depreciation expense for property and equipment was $0.4 million |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The Company holds definite and indefinite-lived intangible assets. As of September 30, 2021, the indefinite-lived intangible assets consist of trade names of $30.1 million, and this balance consists of eight trade names, arising from the acquisitions of Hawk Parent, TriSource, APS, Ventanex, cPayPlus, CPS, BillingTree and Kontrol. As of December 31, 2020, 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, 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 $ 519,350,000 $ 69,860,129 $ 449,489,871 8.59 Channel relationships 12,550,000 908,186 11,641,814 8.90 Software costs 145,815,140 70,797,981 75,017,159 1.54 Non-compete agreements 4,580,000 3,881,714 698,286 0.97 Balance as of September 30, 2021 $ 682,295,140 $ 145,448,010 $ 536,847,130 7.04 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 $25.9 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 $ 25,632,030 2022 91,289,326 2023 72,921,443 2024 59,420,759 2025 53,534,023 2026 53,521,944 Thereafter 180,527,605 The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following table presents changes to goodwill for the nine months ended September 30, 2021. Total Balance at December 31, 2020 $ 458,970,255 Acquisitions 294,075,364 Dispositions — Impairment Loss — Measurement period adjustment (1,510,778 ) Balance at September 30, 2021 $ 751,534,841 During the nine months ended September 30, 2021, the Company reclassified $1.5 million of goodwill to customer relationship in accordance with APS measurement period adjustment. The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 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 (the “Delayed Draw Term Loan”). The Successor Credit Agreement provided for an aggregate revolving commitment of $20.0 million at a variable interest rate. On February 10, 2020, as part of the financing for the acquisition of Ventanex, the Company entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize the Successor 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 September 30, 2021. As of September 30, 2021, the Company The Company’s interest expense on the line of credit totaled $ 0 for both the three and nine months ended September 30 , 202 1 . The Company’s interest expense on the line of credit totaled $ 0 and $ for the three and nine months ended September 30, 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. Subject to Nasdaq requirements, the Company controls the conversion rights prior to November 3, 2025, unless a fundamental change or an event of default occurs. During the nine months ended September 30, 2021, the conversion contingencies of the 2026 Notes were not met, and the conversion terms of the 2026 Notes were not significantly changed. The shares issuable upon conversion of the 2026 Notes were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive. At September 30, 2021 and December 31, 2020, total borrowings under the Successor Credit Agreement, Amended Credit Agreement, and 2026 Notes consisted of the following, respectively: September 30, 2021 December 31, 2020 Non-current indebtedness: Term Loan (1) $ — $ 262,653,996 Revolving Credit Facility — — Convertible Senior Debt 440,000,000 — Total borrowings under credit facility and convertible senior debt 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) 11,387,319 5,940,600 Total non-current borrowings $ 428,612,681 $ 249,952,746 (1) The Term Loan beared interest at variable rates, which were 3.65% at December 31, 2020. (2) Pursuant to the terms of the Amended Credit Agreement, the Company was 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 $0.7 million and $1.9 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2021, respectively. The Company incurred $1.4 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020. The Company incurred interest expense on the Term Loans of $2.6 million and $9.0 million for the three and nine months ended September 30, 2020, respectively. 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 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 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 made 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 made floating rate payments based on the 3-month LIBOR on the beginning notional amount of $30.0 million, then a revised notional amount of $65.0 million beginning on September 30, 2020. Both interest rate swaps were settled in January 2021, with a realized loss of $9.3 million recorded in Other loss in the Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Nine Months Ended September 30, 2021 Components of total lease costs: Operating lease cost $ 633,483 $ 1,729,507 Short-term lease cost 38,047 65,289 Variable lease cost — — Total lease cost $ 671,531 $ 1,794,795 Amounts reported in the Consolidated Balance Sheets were as follows: September 30, 2021 December 31, 2020 Operating leases: ROU assets $ 10,369,453 $ 10,074,506 Lease liability, current 1,869,813 1,527,224 Lease liability, long-term 9,058,364 8,836,655 Total lease liabilities $ 10,928,177 $ 10,363,879 Weighted-average remaining lease term (in years) 5.8 6.2 Weighted-average discount rate (annual) 4.3 % 4.6 % Other information related to leases are as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 583,769 $ 1,515,122 ROU assets obtained in exchange for lease liabilities: Operating leases — 1,782,488 The following table presents a maturity analysis of the Company’s operating leases liabilities as of September 30, 2021: 2021 $ 618,327 2022 2,261,605 2023 2,311,391 2024 2,124,176 2025 1,936,698 Thereafter 3,095,550 Total undiscounted lease payments 12,347,748 Less: Imputed interest 1,419,571 Total lease liabilities $ 10,928,177 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Related party payables consisted of the following: September 30, December 31, 2021 2020 Ventanex accrued earnout liability $ 4,900,000 $ 4,800,000 cPayPlus accrued earnout liability — 6,500,000 CPS accrued earnout liability 1,500,000 4,500,000 BillingTree accrued earnout liability (1) 1,000,000 — Kontrol accrued earnout liability 850,000 — Other payables to related parties 328,588 11,597 $ 8,578,588 $ 15,811,597 (1) The accrued earnout liability is related to an acquisition by Clear Payment Solutions, LLC, a subsidiary of BT Intermediate, LLC, prior to the acquisition of BillingTree by the Company. The Company incurred transaction costs on behalf of related parties of $2.7 million and |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Sep. 30, 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 three types of share-based compensation awards outstanding: performance stock units (“PSUs”), restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Activities for the nine months ended September 30, 2021 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2020 2,523,431 $ 15.71 Granted 955,286 22.88 Forfeited (1)(2) 224,296 15.86 Vested 404,201 15.21 Unvested at September 30, 2021 2,850,220 $ 18.14 (1) The forfeited shares include employee terminations during the nine months ended September 30, 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 PSUs, RSAs and RSUs was $28.4 million at September 30, 2021, which is expected to be recognized as expense over the weighted-average period of 2.62 years. Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs was $22.8 million at September 30, 2020, which is expected to be recognized as expense over the weighted-average period of 2.79 years. The Company incurred $5.6 million $16.2 million |
Taxation
Taxation | 9 Months Ended |
Sep. 30, 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 23.6% and 24.2%, for the three and nine months ended September 30, 2021, respectively. The Company recorded an income tax benefit of $2.3 million The Company recognized $2.3 million and $12.3 million for the three and nine months ended September 30, 2021, respectively, of deferred tax assets related to the income tax benefit derived from the net operating loss over the same periods. The Company recognized $3.4 million and $8.4 million for the three and nine months ended September 30, 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 not recognize any changes to the valuation allowance as of September 30, 2021, and the facts and circumstances remain unchanged. Deferred tax assets, net of $133.3 million, for the nine months ended September 30, 2021, relates primarily to the basis difference in the Company’s investment in Hawk Parent. The basis difference arose primarily as a result of the subsequent purchase of Post-Merger Repay Units by the Company pursuant to the 2020 Unit Purchase Agreements with CC Payment Holdings, LLC, an entity controlled by Corsair, 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. In addition, as a result of the merger with BillingTree on June 15, 2021, an estimated opening deferred tax liability net of $29.2 million, as adjusted, was recorded. The merger was recognized as a Qualified Stock Purchase within the meaning of Internal Revenue Code (the “Code”) Section 338(d)(3). As such, no step up in the tax asset basis was permitted creating an estimated net deferred tax liability related to the tax asset basis difference in the investment in Hawk Parent on the opening balance sheet date. As a result of the Post-Merger Repay Unit exchanges, the Company recognized an adjustment to the deferred tax asset (“DTA”) and offsetting deferred tax liability (“DTL”) in the amount of $14.1 million for both the three and nine months ended September 30, 2021, to account for the portion of the Company’s outside basis in the partnership interest that it will not recover through tax deductions, a ceiling rule limitation arising under 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 September 30, 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 September 30, 2021, the Company had a liability of $231.5 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 of $2.3 million in the TRA liability for the nine months ended September 30, 2021, was primarily a result of the change in the Early Termination Rate, as defined in the TRA, selling members of Hawk Parent exchanging 407,584 Post- Merger Repay Units for shares of the Company’s Class A common stock during the nine months ended September 30, 2021 in accordance with the Exchange Agreement, and the finalization of the various components related to the 2020 exchanges of Post-Merger Repay Units. The net of the adjustments resulted in an increase to the Company’s share of the tax basis in the net assets of Hawk Parent. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 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 November 9, 2021, which is the date the unaudited consolidated financial statements were available to be issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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, Custom Payment Systems, LLC, BT Intermediate, LLC, Electronic Payment Providers, LLC, Blue Cow Software, LLC, Hoot Payment Solutions, LLC, Internet Payment Exchange, LLC, Stratus Payment Solutions, LLC, Clear Payment Solutions, LLC and Harbor Acquisition 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 2026 Notes in January 2021, which resulted in recognition of $440.0 million in noncurrent long-term debt and $11.4 million in debt issuance costs. 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Restatement of Previously Issued Financial Statements | As of December 31, 2020 As of September 30, 2020 (Unaudited) As Reported Adjustments As Restated As Reported Adjustments As Restated Consolidated Balance Sheets Warrant liabilities $ — $ — $ — $ — $ — $ — Total noncurrent liabilities 488,360,392 — 488,360,392 474,737,189 — 474,737,189 Total liabilities 553,796,069 — 553,796,069 531,069,878 — 531,069,878 Additional paid-in capital 604,391,167 87,283,905 691,675,072 609,914,694 87,283,905 697,198,599 Accumulated deficit (88,647,808 ) (87,283,905 ) (175,931,713 ) (79,441,366 ) (87,283,905 ) (166,725,271 ) Total stockholders' equity 509,313,721 — 509,313,721 521,214,889 — 521,214,889 For the three months ended September 30, 2020 For the nine months ended September 30, 2020 As Reported Adjustments As Restated As Reported Adjustments As Restated Unaudited Consolidated Statements of Operations Change in fair value of warrant liabilities $ — $ 2,740,403 $ 2,740,403 $ — $ (70,827,214 ) $ (70,827,214 ) Total other (expense) income (5,074,496 ) 2,740,403 (2,334,093 ) (22,832,610 ) (70,827,214 ) (93,659,824 ) (Loss) income before income tax expense (18,183,863 ) 2,740,403 (15,443,460 ) (46,011,224 ) (70,827,214 ) (116,838,438 ) Net (loss) income (14,801,004 ) 2,740,403 (12,060,601 ) (37,616,147 ) (70,827,214 ) (108,443,361 ) Net (loss) income attributable to the Company (9,503,222 ) 2,740,403 (6,762,819 ) (25,562,906 ) (70,827,214 ) (96,390,120 ) Loss per Class A share: Basic and diluted $ (0.16 ) $ (0.12 ) $ (0.56 ) $ (2.10 ) For the nine months ended September 30, 2020 As Reported Adjustments As Restated Unaudited Consolidated Statements of Cash Flows Net loss $ (37,616,147 ) $ (70,827,214 ) $ (108,443,361 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities 44,327,175 70,827,214 115,154,389 Net cash provided by operating activities 6,711,028 — 6,711,028 Net cash used in investing activities (55,175,743 ) — (55,175,743 ) Net cash provided by financing activities 203,242,483 — 203,242,483 The restatement had no impact on the Company’s liquidity or cash position. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue Direct relationships $ 58,771,135 $ 37,088,404 $ 152,813,138 $ 111,677,862 Indirect relationships 2,354,249 546,133 4,244,613 1,919,737 Total Revenue $ 61,125,384 $ 37,634,537 $ 157,057,751 $ 113,597,599 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Loss before income tax expense $ (9,568,814 ) $ (15,443,460 ) $ (50,959,129 ) $ (116,838,438 ) Less: Net loss attributable to non-controlling interests (1,042,074 ) (5,297,782 ) (4,310,144 ) (12,053,241 ) Income tax benefit 2,260,704 3,382,859 12,319,951 8,395,077 Net loss attributable to the Company $ (6,266,036 ) $ (6,762,819 ) $ (34,329,034 ) $ (96,390,120 ) Weighted average shares of Class A common stock outstanding - basic and diluted 88,273,194 57,913,089 81,595,128 45,806,225 Loss per share of Class A common stock outstanding - basic and diluted $ (0.07 ) $ (0.12 ) $ (0.42 ) $ (2.10 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the three and nine months ended September 30, 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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Post-Merger Repay Units exchangeable for Class A common stock 7,926,576 8,361,477 7,926,576 8,361,477 Unvested restricted share awards of Class A common stock 2,850,220 2,445,535 2,850,220 2,445,535 2026 Notes convertible for Class A common stock 13,095,238 — 13,095,238 — Share equivalents excluded from earnings (loss) per share 23,872,034 10,807,012 23,872,034 10,807,012 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 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, CPS, BillingTree and Kontrol 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. Pro Forma Three Months Ended September 30, Pro Forma Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 61,125,384 $ 57,422,690 $ 185,824,945 $ 168,938,951 Net loss (7,308,110 ) (8,927,529 ) (32,745,366 ) (105,103,125 ) Net loss attributable to non-controlling interests (1,042,074 ) (4,137,688 ) (3,788,620 ) (10,973,312 ) Net loss attributable to the Company (6,266,036 ) (4,789,841 ) (28,956,746 ) (94,129,813 ) Loss per Class A share - basic and diluted $ (0.07 ) $ (0.08 ) $ (0.35 ) $ (2.05 ) |
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 (1) |
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 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 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 values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.1 Indefinite Developed technology 6.7 3 Merchant relationships 0.8 10 $ 7.7 |
CPS Payment Services | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the purchase consideration paid to the selling members of CPS: 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 September 30, 2021, the fair value of the CPS earnout was $1.5 million, which resulted in a ($3.0) |
CPS Payment Services LLC and Media Payments, LLC | |
Business Acquisition [Line Items] | |
Summary of Preliminary and Final Purchase Allocation | The 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 values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value (in millions) Useful life Identifiable intangible assets CPS MPI (in years) Non-compete agreements $ 0.1 $ 0.1 4 Trade names 0.5 0.1 Indefinite Developed technology 7.2 0.7 3 Merchant relationships 23.0 6.3 10 $ 30.8 $ 7.2 |
Billing Tree | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the seller of BillingTree: Cash consideration $ 278,344,249 Class A common stock issued 228,250,000 Total purchase price $ 506,594,249 |
Summary of Preliminary and Final Purchase Allocation | The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 8,243,570 Accounts receivable 3,623,894 Prepaid expenses and other current assets 1,601,854 Total current assets 13,469,318 Property, plant and equipment, net 541,244 Restricted cash 274,954 Other assets 1,782,489 Identifiable intangible assets 236,810,000 Total identifiable assets acquired 252,878,005 Accounts payable (2,552,251 ) Accrued expenses (6,982,919 ) Deferred tax liability (29,200,907 ) Net identifiable assets acquired 214,141,928 Goodwill 292,452,321 Total purchase price $ 506,594,249 |
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 $ 0.3 2 Trade names 7.8 Indefinite Developed technology 26.2 3 Merchant relationships 202.5 10 $ 236.8 |
Kontrol | |
Business Acquisition [Line Items] | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the owner of Kontrol: Cash consideration $ 7,471,194 Contingent consideration (1) 500,000 Total purchase price $ 7,971,194 |
Summary of Preliminary and Final Purchase Allocation | The preliminary purchase price allocation is as follows: Accounts receivable $ 67,510 Prepaid expenses and other current assets 5,572 Total current assets 73,083 Identifiable intangible assets 6,940,000 Total identifiable assets acquired 7,013,083 Accounts payable (664,932 ) Net identifiable assets acquired 6,348,151 Goodwill 1,623,043 Total purchase price $ 7,971,194 |
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) Trade names $ 0.0 Indefinite Merchant relationships 6.9 8 $ 6.9 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 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. September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 116,486,111 $ — $ — $ 116,486,111 Restricted cash 20,595,849 — — 20,595,849 Other assets — 2,499,997 — 2,499,997 Total assets $ 137,081,960 $ 2,499,997 $ — $ 139,581,957 Liabilities: Contingent consideration $ — $ — $ 8,250,000 $ 8,250,000 Borrowings — 428,612,681 — 428,612,681 Tax receivable agreement — — 231,484,780 231,484,780 Total liabilities $ — $ 428,612,681 $ 239,734,780 $ 668,347,461 December 31, 2020 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. Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 15,800,000 $ 14,250,000 Measurement period adjustment — 6,580,549 Purchases 1,500,000 11,300,000 Payments (8,948,786 ) (14,320,549 ) Valuation adjustment (101,214 ) (3,010,000 ) Balance at end of period $ 8,250,000 $ 14,800,000 |
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. Nine Months Ended September 30, 2021 2020 Balance at beginning of period $ 229,228,105 $ 67,176,226 Purchases 2,355,180 143,668,304 Payments — — Accretion expense 4,148,122 2,571,460 Valuation adjustment (4,246,627 ) 9,484,337 Balance at end of period $ 231,484,780 $ 222,900,327 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: September 30, December 31, 2021 2020 Furniture, fixtures, and office equipment $ 2,514,614 $ 1,112,702 Computers 2,719,425 1,733,672 Leasehold improvements 412,788 340,333 Total 5,646,827 3,186,707 Less: Accumulated depreciation and amortization 2,486,819 1,558,268 $ 3,160,008 $ 1,628,439 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 $ 519,350,000 $ 69,860,129 $ 449,489,871 8.59 Channel relationships 12,550,000 908,186 11,641,814 8.90 Software costs 145,815,140 70,797,981 75,017,159 1.54 Non-compete agreements 4,580,000 3,881,714 698,286 0.97 Balance as of September 30, 2021 $ 682,295,140 $ 145,448,010 $ 536,847,130 7.04 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 $ 25,632,030 2022 91,289,326 2023 72,921,443 2024 59,420,759 2025 53,534,023 2026 53,521,944 Thereafter 180,527,605 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents changes to goodwill for the nine months ended September 30, 2021. Total Balance at December 31, 2020 $ 458,970,255 Acquisitions 294,075,364 Dispositions — Impairment Loss — Measurement period adjustment (1,510,778 ) Balance at September 30, 2021 $ 751,534,841 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | At September 30, 2021 and December 31, 2020, total borrowings under the Successor Credit Agreement, Amended Credit Agreement, and 2026 Notes consisted of the following, respectively: September 30, 2021 December 31, 2020 Non-current indebtedness: Term Loan (1) $ — $ 262,653,996 Revolving Credit Facility — — Convertible Senior Debt 440,000,000 — Total borrowings under credit facility and convertible senior debt 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) 11,387,319 5,940,600 Total non-current borrowings $ 428,612,681 $ 249,952,746 (1) The Term Loan beared interest at variable rates, which were 3.65% at December 31, 2020. (2) Pursuant to the terms of the Amended Credit Agreement, the Company was 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 $0.7 million and $1.9 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2021, respectively. The Company incurred $1.4 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020. |
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) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Nine Months Ended September 30, 2021 Components of total lease costs: Operating lease cost $ 633,483 $ 1,729,507 Short-term lease cost 38,047 65,289 Variable lease cost — — Total lease cost $ 671,531 $ 1,794,795 |
Schedule of Operating Lease and Supplemental Information | Amounts reported in the Consolidated Balance Sheets were as follows: September 30, 2021 December 31, 2020 Operating leases: ROU assets $ 10,369,453 $ 10,074,506 Lease liability, current 1,869,813 1,527,224 Lease liability, long-term 9,058,364 8,836,655 Total lease liabilities $ 10,928,177 $ 10,363,879 Weighted-average remaining lease term (in years) 5.8 6.2 Weighted-average discount rate (annual) 4.3 % 4.6 % |
Summary of Other Information Related to Lease | Other information related to leases are as follows: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 583,769 $ 1,515,122 ROU assets obtained in exchange for lease liabilities: Operating leases — 1,782,488 |
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 September 30, 2021: 2021 $ 618,327 2022 2,261,605 2023 2,311,391 2024 2,124,176 2025 1,936,698 Thereafter 3,095,550 Total undiscounted lease payments 12,347,748 Less: Imputed interest 1,419,571 Total lease liabilities $ 10,928,177 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Payables | Related party payables consisted of the following: September 30, December 31, 2021 2020 Ventanex accrued earnout liability $ 4,900,000 $ 4,800,000 cPayPlus accrued earnout liability — 6,500,000 CPS accrued earnout liability 1,500,000 4,500,000 BillingTree accrued earnout liability (1) 1,000,000 — Kontrol accrued earnout liability 850,000 — Other payables to related parties 328,588 11,597 $ 8,578,588 $ 15,811,597 (1) The accrued earnout liability is related to an acquisition by Clear Payment Solutions, LLC, a subsidiary of BT Intermediate, LLC, prior to the acquisition of BillingTree by the Company. |
Share based compensation (Table
Share based compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity | Activities for the nine months ended September 30, 2021 are as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2020 2,523,431 $ 15.71 Granted 955,286 22.88 Forfeited (1)(2) 224,296 15.86 Vested 404,201 15.21 Unvested at September 30, 2021 2,850,220 $ 18.14 (1) The forfeited shares include employee terminations during the nine months ended September 30, 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) - USD ($) | Jun. 22, 2021 | Jun. 15, 2021 | Jan. 19, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 01, 2021 |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Payments made to acquire business | $ 1,500,000 | ||||||
BT Intermediate LLC | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Payments made to acquire business | $ 506,600,000 | ||||||
Business combination, cash consideration | $ 278,300,000 | ||||||
Kontrol LLC | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Payments made to acquire business | $ 7,500,000 | ||||||
Business combination, cash consideration | $ 11,000,000 | ||||||
2026 Notes | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate principal amount | $ 440,000,000 | ||||||
Notes Offering | 2026 Notes | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate principal amount | $ 440,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||
Debt instrument, maturity date | Feb. 1, 2026 | ||||||
Additional Option for Initial Purchasers | 2026 Notes | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Aggregate principal amount | $ 40,000,000 | ||||||
Class A Common Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Issuance of new shares, shares | 14,364,816 | 16,295,802 | 23,564,816 | ||||
Class A Common Stock | BT Intermediate LLC | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Business combination, stock transaction | 10,000,000 | ||||||
Business combination, common stock voting power | 10 | ||||||
Class A Common Stock | 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 | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Consolidated Balance Sheets | ||||||||
Total noncurrent liabilities | $ 659,897,471 | $ 474,737,189 | $ 659,897,471 | $ 474,737,189 | $ 488,360,392 | |||
Total liabilities | 722,557,476 | 531,069,878 | 722,557,476 | 531,069,878 | 553,796,069 | |||
Additional paid-in capital | 1,092,446,820 | 697,198,599 | 1,092,446,820 | 697,198,599 | 691,675,072 | |||
Accumulated deficit | (210,260,747) | (166,725,271) | (210,260,747) | (166,725,271) | (175,931,713) | |||
Total stockholders' equity | 882,194,905 | 521,214,889 | 882,194,905 | 521,214,889 | $ 869,177,815 | 509,313,721 | $ 359,730,310 | $ 213,537,117 |
Consolidated Statements of Operations | ||||||||
Change in fair value of warrant liabilities | 2,740,403 | (70,827,214) | ||||||
Total other (expense) income | 2,647,116 | (2,334,093) | (17,623,786) | (93,659,824) | ||||
(Loss) income before income tax expense | (9,568,814) | (15,443,460) | (50,959,129) | (116,838,438) | ||||
Net (loss) income | (7,308,110) | (12,060,601) | (38,639,178) | (108,443,361) | ||||
Net (loss) income attributable to the Company | $ (6,266,036) | $ (6,762,819) | $ (34,329,034) | $ (96,390,120) | ||||
Loss per Class A share: | ||||||||
Basic and diluted | $ (0.07) | $ (0.12) | $ (0.42) | $ (2.10) | ||||
Consolidated Statements of Cash Flows | ||||||||
Net (loss) income | $ (7,308,110) | $ (12,060,601) | $ (38,639,178) | $ (108,443,361) | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | 115,154,389 | |||||||
Net cash provided by operating activities | 31,482,420 | 6,711,028 | ||||||
Net cash used in investing activities | (296,614,842) | (55,175,743) | ||||||
Net cash provided by financing activities | $ 295,709,648 | 203,242,483 | ||||||
As Reported | ||||||||
Consolidated Balance Sheets | ||||||||
Total noncurrent liabilities | 474,737,189 | 474,737,189 | 488,360,392 | |||||
Total liabilities | 531,069,878 | 531,069,878 | 553,796,069 | |||||
Additional paid-in capital | 609,914,694 | 609,914,694 | 604,391,167 | |||||
Accumulated deficit | (79,441,366) | (79,441,366) | (88,647,808) | |||||
Total stockholders' equity | 521,214,889 | 521,214,889 | 509,313,721 | |||||
Consolidated Statements of Operations | ||||||||
Total other (expense) income | (5,074,496) | (22,832,610) | ||||||
(Loss) income before income tax expense | (18,183,863) | (46,011,224) | ||||||
Net (loss) income | (14,801,004) | (37,616,147) | ||||||
Net (loss) income attributable to the Company | $ (9,503,222) | $ (25,562,906) | ||||||
Loss per Class A share: | ||||||||
Basic and diluted | $ (0.16) | $ (0.56) | ||||||
Consolidated Statements of Cash Flows | ||||||||
Net (loss) income | $ (14,801,004) | $ (37,616,147) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | 44,327,175 | |||||||
Net cash provided by operating activities | 6,711,028 | |||||||
Net cash used in investing activities | (55,175,743) | |||||||
Net cash provided by financing activities | 203,242,483 | |||||||
Adjustments | ||||||||
Consolidated Balance Sheets | ||||||||
Additional paid-in capital | 87,283,905 | 87,283,905 | 87,283,905 | |||||
Accumulated deficit | (87,283,905) | (87,283,905) | $ (87,283,905) | |||||
Consolidated Statements of Operations | ||||||||
Change in fair value of warrant liabilities | 2,740,403 | (70,827,214) | ||||||
Total other (expense) income | 2,740,403 | (70,827,214) | ||||||
(Loss) income before income tax expense | 2,740,403 | (70,827,214) | ||||||
Net (loss) income | 2,740,403 | (70,827,214) | ||||||
Net (loss) income attributable to the Company | 2,740,403 | (70,827,214) | ||||||
Consolidated Statements of Cash Flows | ||||||||
Net (loss) income | $ 2,740,403 | (70,827,214) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities | $ 70,827,214 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Debt issuance costs | [1] | $ 11,387,319 | $ 5,940,600 | |
2026 Notes | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Long term debt, noncurrent | $ 440,000,000 | |||
Debt issuance costs | $ 11,400,000 | |||
[1] | The Company incurred $0.7 million and $1.9 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2021, respectively. The Company incurred $1.4 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Contractual term of software agreement | 12 months |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Contractual term of software agreement | 3 months |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Total Revenue | $ 61,125,384 | $ 37,634,537 | $ 157,057,751 | $ 113,597,599 |
Direct Relationships | ||||
Revenue | ||||
Total Revenue | 58,771,135 | 37,088,404 | 152,813,138 | 111,677,862 |
Indirect Relationship | ||||
Revenue | ||||
Total Revenue | $ 2,354,249 | $ 546,133 | $ 4,244,613 | $ 1,919,737 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Loss before income tax expense | $ (9,568,814) | $ (15,443,460) | $ (50,959,129) | $ (116,838,438) |
Less: Net loss attributable to non-controlling interests | (1,042,074) | (5,297,782) | (4,310,144) | (12,053,241) |
Income tax benefit | 2,260,704 | 3,382,859 | 12,319,951 | 8,395,077 |
Net loss attributable to the Company | $ (6,266,036) | $ (6,762,819) | $ (34,329,034) | $ (96,390,120) |
Weighted average shares of Class A common stock outstanding - basic and diluted | 88,273,194 | 57,913,089 | 81,595,128 | 45,806,225 |
Loss per share of Class A common stock outstanding - basic and diluted | $ (0.07) | $ (0.12) | $ (0.42) | $ (2.10) |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from earnings (loss) per share | 23,872,034 | 10,807,012 | 23,872,034 | 10,807,012 |
Class A Common Stock | Post-Merger Repay Units Exchangeable | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from earnings (loss) per share | 7,926,576 | 8,361,477 | 7,926,576 | 8,361,477 |
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 | 2,850,220 | 2,445,535 | 2,850,220 | 2,445,535 |
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 | 13,095,238 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Jun. 22, 2021USD ($) | Jun. 15, 2021USD ($) | Nov. 02, 2020USD ($)EarnoutPayment | Jul. 23, 2020USD ($) | Feb. 10, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 751,534,841 | $ 751,534,841 | $ 751,534,841 | $ 751,534,841 | $ 458,970,255 | ||||||||
Payments made to acquire business | 1,500,000 | ||||||||||||
Ventanex | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash Consideration | $ 35,939,129 | ||||||||||||
Contingent earn-out right to be received | $ 900,000 | ||||||||||||
Goodwill | 12,200,461 | ||||||||||||
Goodwill expected to be deductible for tax purposes | 8,300,000 | ||||||||||||
Payments made to acquire business | 40,739,129 | ||||||||||||
Transaction expenses related to the business combination | 2,700,000 | $ 1,400,000 | 6,100,000 | $ 3,500,000 | |||||||||
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 | ||||||||||||
Goodwill expected to be deductible for tax purposes | 8,200,000 | ||||||||||||
Payments made to acquire business | 14,456,963 | ||||||||||||
Transaction expenses related to the business combination | 2,700,000 | 6,100,000 | |||||||||||
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 | ||||||||||||
Goodwill expected to be deductible for tax purposes | $ 38,800,000 | ||||||||||||
Number of cash earn-out payments | EarnoutPayment | 2 | ||||||||||||
Transaction expenses related to the business combination | 2,700,000 | 6,100,000 | |||||||||||
CPS Payment Services LLC and Media Payments, LLC | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent earn-out right to be received | $ 15,000,000 | ||||||||||||
Billing Tree | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash Consideration | $ 278,344,249 | ||||||||||||
Goodwill | 292,452,321 | ||||||||||||
Goodwill expected to be deductible for tax purposes | 47,700,000 | ||||||||||||
Payments made to acquire business | 506,594,249 | ||||||||||||
Revenue | 17,000,000 | ||||||||||||
Net income | $ (700,000) | ||||||||||||
Decrease in accounts receivable | (2,900,000) | ||||||||||||
Increase in other assets | 400,000 | ||||||||||||
Increase in accrued expenses | 700,000 | ||||||||||||
Increase in customer relationship asset | 4,500,000 | ||||||||||||
Increase in deferred tax liability | 1,100,000 | ||||||||||||
Transaction expenses related to the business combination | 2,700,000 | 6,100,000 | |||||||||||
Billing Tree | Class A Common Stock | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination, stock transaction | $ 10,000,000 | ||||||||||||
Kontrol | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash Consideration | $ 7,471,194 | ||||||||||||
Contingent earn-out right to be received | 3,000,000 | ||||||||||||
Goodwill | 1,623,043 | ||||||||||||
Goodwill expected to be deductible for tax purposes | 1,100,000 | ||||||||||||
Payments made to acquire business | 7,971,194 | ||||||||||||
Revenue | 900,000 | ||||||||||||
Net income | $ 400,000 | ||||||||||||
Transaction expenses related to the business combination | $ 2,700,000 | $ 6,100,000 | |||||||||||
Kontrol | Maximum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent earn-out right to be received | $ 11,000,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($) | Jun. 22, 2021 | Jun. 15, 2021 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 1,500,000 | |||||
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 | |||||
Billing Tree | ||||||
Business Acquisition [Line Items] | ||||||
Cash Consideration | $ 278,344,249 | |||||
Total purchase price | 506,594,249 | |||||
Class A common stock issued | $ 228,250,000 | |||||
Kontrol | ||||||
Business Acquisition [Line Items] | ||||||
Cash Consideration | $ 7,471,194 | |||||
Contingent consideration | 500,000 | |||||
Total purchase price | $ 7,971,194 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) | Nov. 02, 2020USD ($)EarnoutPayment | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 22, 2021USD ($) | 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 | $ 4,900,000 | ||||||
Adjustment included in change in fair value of contingent consideration | $ 1,100,000 | 100,000 | |||||
Ventanex | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 14,000,000 | ||||||
cPayPlus | |||||||
Business Acquisition [Line Items] | |||||||
Earnout payment | 8,000,000 | ||||||
cPayPlus | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 8,000,000 | ||||||
CPS Payment Services | |||||||
Business Acquisition [Line Items] | |||||||
Earnout payment | 1,500,000 | ||||||
Adjustment included in change in fair value of contingent consideration | (3,000,000) | (3,000,000) | |||||
Number of cash earn-out payments | EarnoutPayment | 2 | ||||||
CPS Payment Services | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 15,000,000 | ||||||
Kontrol | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 3,000,000 | ||||||
Earnout payment | 900,000 | ||||||
Adjustment included in change in fair value of contingent consideration | $ 400,000 | $ 400,000 | |||||
Kontrol | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 11,000,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary and Final Purchase Allocation (Details) - USD ($) | Sep. 30, 2021 | Jun. 22, 2021 | Jun. 15, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 751,534,841 | $ 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 | ||||||
Billing Tree | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 8,243,570 | ||||||
Accounts receivable | 3,623,894 | ||||||
Prepaid expenses and other current assets | 1,601,854 | ||||||
Total current assets | 13,469,318 | ||||||
Property, plant and equipment, net | 541,244 | ||||||
Restricted cash | 274,954 | ||||||
Other assets | 1,782,489 | ||||||
Identifiable intangible assets | 236,810,000 | ||||||
Total identifiable assets acquired | 252,878,005 | ||||||
Accounts payable | (2,552,251) | ||||||
Accrued expenses | (6,982,919) | ||||||
Deferred tax liability | (29,200,907) | ||||||
Net identifiable assets acquired | 214,141,928 | ||||||
Goodwill | 292,452,321 | ||||||
Total purchase price | $ 506,594,249 | ||||||
Kontrol | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 67,510 | ||||||
Prepaid expenses and other current assets | 5,572 | ||||||
Total current assets | 73,083 | ||||||
Identifiable intangible assets | 6,940,000 | ||||||
Total identifiable assets acquired | 7,013,083 | ||||||
Accounts payable | (664,932) | ||||||
Net identifiable assets acquired | 6,348,151 | ||||||
Goodwill | 1,623,043 | ||||||
Total purchase price | $ 7,971,194 |
Business Combinations - Summa_4
Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) | Jun. 22, 2021 | Jun. 15, 2021 | Nov. 02, 2020 | Jul. 23, 2020 | Feb. 10, 2020 | Sep. 30, 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 | |||||
Billing Tree | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 236,810,000 | |||||
Billing Tree | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | 7,800,000 | |||||
Identifiable intangible assets, useful life, description | Indefinite | |||||
Billing Tree | Non-Complete Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 300,000 | |||||
Identifiable intangible assets, useful life | 2 years | |||||
Billing Tree | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 26,200,000 | |||||
Identifiable intangible assets, useful life | 3 years | |||||
Billing Tree | Merchant Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 202,500,000 | |||||
Identifiable intangible assets, useful life | 10 years | |||||
Kontrol | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 6,940,000 | |||||
Kontrol | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | 0 | |||||
Identifiable intangible assets, useful life, description | Indefinite | |||||
Kontrol | Merchant Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets, fair value | $ 6,900,000 | |||||
Identifiable intangible assets, useful life | 8 years |
Business Combinations - Summa_5
Business Combinations - Summary of Pro Forma Financial Information (Details) - Ventanex, cPayPlus, and CPS Acquisitions - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 61,125,384 | $ 57,422,690 | $ 185,824,945 | $ 168,938,951 |
Net loss | (7,308,110) | (8,927,529) | (32,745,366) | (105,103,125) |
Net loss attributable to non-controlling interests | (1,042,074) | (4,137,688) | (3,788,620) | (10,973,312) |
Net loss attributable to the Company | $ (6,266,036) | $ (4,789,841) | $ (28,956,746) | $ (94,129,813) |
Loss per Class A share - basic and diluted | $ (0.07) | $ (0.08) | $ (0.35) | $ (2.05) |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 116,486,111 | $ 91,129,888 |
Restricted cash | 20,595,849 | 15,374,846 |
Other assets | 2,499,997 | |
Total assets | 139,581,957 | 106,504,734 |
Liabilities: | ||
Contingent consideration | 8,250,000 | 15,800,000 |
Borrowings | 428,612,681 | 256,713,396 |
Tax receivable agreement | 231,484,780 | 229,228,105 |
Interest rate swap | 9,312,332 | |
Total liabilities | 668,347,461 | 511,053,833 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 116,486,111 | 91,129,888 |
Restricted cash | 20,595,849 | 15,374,846 |
Total assets | 137,081,960 | 106,504,734 |
Level 2 | ||
Assets: | ||
Other assets | 2,499,997 | |
Total assets | 2,499,997 | |
Liabilities: | ||
Borrowings | 428,612,681 | 256,713,396 |
Interest rate swap | 9,312,332 | |
Total liabilities | 428,612,681 | 266,025,728 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 8,250,000 | 15,800,000 |
Tax receivable agreement | 231,484,780 | 229,228,105 |
Total liabilities | $ 239,734,780 | $ 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 ($) | Sep. 30, 2021USD ($) | 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 adjusted through accretion expense and valuation adjustment | $ (100,000) | ||||
TRA, measurement input | 1.34 | 1.24 | |||
Alternative Investment, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember | ||||
Alternative Investment, Measurement Input [Extensible List] | us-gaap:MeasurementInputDiscountRateMember | ||||
Minimum | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability, measurement input | 3.3 | ||||
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 | 3.4 | ||||
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 | 3.3 | ||||
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 ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 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 | 1,500,000 | 11,300,000 |
Payments | (8,948,786) | (14,320,549) |
Valuation adjustment | (101,214) | (3,010,000) |
Balance at end of period | 8,250,000 | 14,800,000 |
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 | 2,355,180 | 143,668,304 |
Accretion expense | 4,148,122 | 2,571,460 |
Valuation adjustment | (4,246,627) | 9,484,337 |
Balance at end of period | $ 231,484,780 | $ 222,900,327 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 5,646,827 | $ 3,186,707 |
Less: Accumulated depreciation and amortization | 2,486,819 | 1,558,268 |
Property, plant and equipment, net | 3,160,008 | 1,628,439 |
Furniture, Fixtures, and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 2,514,614 | 1,112,702 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 2,719,425 | 1,733,672 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 412,788 | $ 340,333 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 0.4 | $ 0.3 | $ 0.9 | $ 0.9 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)TradeNameSegment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)TradeName | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Indefinite-lived intangible assets trade names | $ 30,100,000 | $ 30,100,000 | $ 22,200,000 | ||
Number of trade names | TradeName | 8 | 6 | |||
Amortization of Intangible Assets | $ 25,900,000 | $ 15,100,000 | $ 62,500,000 | $ 43,200,000 | |
Number of operating segment | Segment | 1 | ||||
Goodwill impairment loss | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 682,295,140 | $ 429,985,101 |
Accumulated Amortization | 145,448,010 | 82,987,963 |
Net Carrying Value | $ 536,847,130 | $ 346,997,138 |
Weighted Average Useful Life (Years) | 7 years 14 days | 6 years 11 months 12 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 519,350,000 | $ 308,450,000 |
Accumulated Amortization | 69,860,129 | 39,920,578 |
Net Carrying Value | $ 449,489,871 | $ 268,529,422 |
Weighted Average Useful Life (Years) | 8 years 7 months 2 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 | 908,186 | 191,936 |
Net Carrying Value | $ 11,641,814 | $ 12,358,064 |
Weighted Average Useful Life (Years) | 8 years 10 months 24 days | 9 years 7 months 24 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 145,815,140 | $ 104,715,101 |
Accumulated Amortization | 70,797,981 | 40,280,116 |
Net Carrying Value | $ 75,017,159 | $ 64,434,985 |
Weighted Average Useful Life (Years) | 1 year 6 months 14 days | 1 year 10 months 6 days |
Non-Complete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,580,000 | $ 4,270,000 |
Accumulated Amortization | 3,881,714 | 2,595,333 |
Net Carrying Value | $ 698,286 | $ 1,674,667 |
Weighted Average Useful Life (Years) | 11 months 19 days | 1 year 6 months 7 days |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) | Sep. 30, 2021USD ($) |
Estimated Future Amortization Expense | |
2021 | $ 25,632,030 |
2022 | 91,289,326 |
2023 | 72,921,443 |
2024 | 59,420,759 |
2025 | 53,534,023 |
2026 | 53,521,944 |
Thereafter | $ 180,527,605 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes to Goodwill (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 458,970,255 |
Acquisitions | 294,075,364 |
Dispositions | 0 |
Impairment Loss | 0 |
Measurement period adjustment | (1,510,778) |
Ending balance | $ 751,534,841 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | ||
Goodwill | $ 751,534,841 | $ 458,970,255 |
Number of operating segment | Segment | 1 | |
Goodwill impairment loss | $ 0 | |
Accumulated impairment losses | 0 | $ 0 |
APS | Customer Relationships | ||
Goodwill [Line Items] | ||
Goodwill | $ 1,500,000 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | Jan. 19, 2021USD ($)$ / shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | 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 | $ 79,861 | $ 96,567 | $ 296,875 | $ 231,168 | ||||||
Line of credit Interest expense | 0 | 0 | 0 | 62,008 | ||||||
New Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit | 0 | 0 | ||||||||
Revolving Credit And Term Loan | Successor Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 20,000,000 | $ 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 | |||||||||
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 | $ 2,600,000 | $ 9,000,000 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Total borrowings under credit facility and convertible senior debt | $ 440,000,000 | $ 262,653,996 | ||
Less: Current maturities of long-term debt | [1] | 6,760,650 | ||
Less: Long-term loan debt issuance cost | [2] | 11,387,319 | 5,940,600 | |
Total non-current borrowings | 428,612,681 | 249,952,746 | ||
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 | [3] | $ 262,653,996 | ||
[1] | Pursuant to the terms of the Amended Credit Agreement, the Company was 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”). | |||
[2] | The Company incurred $0.7 million and $1.9 million of interest expense for the amortization of deferred debt issuance costs for the three and nine months ended September 30, 2021, respectively. The Company incurred $1.4 million of interest expense for the amortization of deferred debt issuance costs for the year ended December 31, 2020. | |||
[3] | The Term Loan beared interest at variable rates, which were 3.65% at December 31, 2020. |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 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 | $ 1,860,299 | $ 1,054,809 | ||
Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Interest expense for the amortization of deferred debt issuance costs | $ 700,000 | $ 1,900,000 | $ 1,400,000 | |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2026 | $ 440,000,000 | |
Total borrowings under credit facility and convertible senior debt | $ 440,000,000 | $ 262,653,996 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Feb. 21, 2020 | Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 29, 2020 |
Interest Rate Swap Agreement | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 140,000,000 | $ 65,000,000 | $ 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 | 500,000 | 700,000 | ||||
Regions Bank | Swap Transaction | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 30,000,000 | 65,000,000 | 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 | $ 65,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 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 | |
Lease [Line Items] | |
Operating lease, term of contract | 3 years |
Maximum | |
Lease [Line Items] | |
Operating lease, term of contract | 10 years |
Operating lease, renewal term | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Components of total lease costs: | ||
Operating lease cost | $ 633,483 | $ 1,729,507 |
Short-term lease cost | 38,047 | 65,289 |
Total lease cost | $ 671,531 | $ 1,794,795 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease and Supplemental Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating leases: | ||
ROU assets | $ 10,369,453 | $ 10,074,506 |
Lease liability, current | 1,869,813 | 1,527,224 |
Lease liability, long-term | 9,058,364 | 8,836,655 |
Total lease liabilities | $ 10,928,177 | $ 10,363,879 |
Weighted-average remaining lease term (in years) | 5 years 9 months 18 days | 6 years 2 months 12 days |
Weighted-average discount rate (annual) | 4.30% | 4.60% |
Commitments and Contingencies_4
Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 583,769 | $ 1,515,122 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 1,782,488 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Maturity Analysis of the Company's Operating Leases Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
2021 | $ 618,327 | |
2022 | 2,261,605 | |
2023 | 2,311,391 | |
2024 | 2,124,176 | |
2025 | 1,936,698 | |
Thereafter | 3,095,550 | |
Total undiscounted lease payments | 12,347,748 | |
Less: Imputed interest | 1,419,571 | |
Total lease liabilities | $ 10,928,177 | $ 10,363,879 |
Schedule of Related Party Payab
Schedule of Related Party Payables (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party payables | $ 8,578,588 | $ 15,811,597 | |
Ventanex | |||
Related Party Transaction [Line Items] | |||
Related party payables | 4,900,000 | 4,800,000 | |
cPayPlus | |||
Related Party Transaction [Line Items] | |||
Related party payables | 6,500,000 | ||
CPS Payment Services | |||
Related Party Transaction [Line Items] | |||
Related party payables | 1,500,000 | 4,500,000 | |
Billing Tree | |||
Related Party Transaction [Line Items] | |||
Related party payables | [1] | 1,000,000 | |
Kontrol | |||
Related Party Transaction [Line Items] | |||
Related party payables | 850,000 | ||
Other Payables to Related Parties | |||
Related Party Transaction [Line Items] | |||
Related party payables | $ 328,588 | $ 11,597 | |
[1] | The accrued earnout liability is related to an acquisition by Clear Payment Solutions, LLC, a subsidiary of BT Intermediate, LLC, prior to the acquisition of BillingTree by the Company. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||||
Transaction costs incurred on behalf of related parties | $ 2.7 | $ 0.9 | $ 5.6 | $ 1.9 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested PSUs, RSAs and RSUs | $ 28.4 | $ 22.8 | $ 28.4 | $ 22.8 |
Weighted-average period related to unvested PSUs, RSAs and RSUs | 2 years 7 months 13 days | 2 years 9 months 14 days | ||
Share based compensation expense | $ 5.6 | $ 5.8 | $ 16.2 | $ 14.8 |
2019 Plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 7,326,728 | 7,326,728 |
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 | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested, Beginning Balance | shares | 2,523,431 | |
Granted | shares | 955,286 | |
Forfeited | shares | 224,296 | [1],[2] |
Vested | shares | 404,201 | |
Unvested, Ending Balance | shares | 2,850,220 | |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 15.71 | |
Weighted average grant date fair value, Granted | $ / shares | 22.88 | |
Weighted average grant date fair value, Forfeited | $ / shares | 15.86 | [1],[2] |
Weighted average grant date fair value, Vested | $ / shares | 15.21 | |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 18.14 | |
[1] | The forfeited shares include employee terminations during the nine months ended September 30, 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 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 15, 2021 | Dec. 31, 2020 |
Taxation [Line Items] | |||||||
Effective tax rate | 23.60% | 21.90% | 24.20% | 7.20% | |||
Income tax benefit | $ 2,260,704 | $ 3,382,859 | $ 12,319,951 | $ 8,395,077 | |||
Change to valuation allowance | 0 | ||||||
Deferred tax liabilities, net | $ 29,200,000 | ||||||
Deferred tax assets, net | 133,258,928 | 133,258,928 | $ 135,337,229 | ||||
Adjustment to deferred tax asset (DTA) and offsetting deferred tax liability (DTL) amount | $ 14,100,000 | $ 14,100,000 | |||||
Percentage of valuation allowance recognized | 100.00% | 100.00% | |||||
Uncertain tax positions | $ 0 | $ 0 | |||||
Percentage of tax benefits payable under Tax Receivable Agreement | 100.00% | ||||||
Liability related to projected obligations under Tax Receivable Agreement | $ 231,500,000 | 231,500,000 | |||||
Increase in TRA Liability | $ 2,300,000 | ||||||
Class A Common Stock | |||||||
Taxation [Line Items] | |||||||
Post-merger repay units exchanged | 7,317 | 1,579,330 | 407,584 | 1,579,330 | |||
Hawk Parent | Class A Common Stock | |||||||
Taxation [Line Items] | |||||||
Post-merger repay units exchanged | 407,584 |