Business Combinations | 5. Business Combinations BillingTree On June 15, 2021, the Company acquired BT Intermediate, LLC (together with its subsidiaries, “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 $505.8 million, consisting of approximately $277.5 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 $ 277,521,139 Class A common stock issued 228,250,000 Total purchase price $ 505,771,139 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 (31,384,399 ) Net identifiable assets acquired 211,958,436 Goodwill 293,812,704 Total purchase price $ 505,771,140 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 $293.8 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. 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 $10.5 million in cash, of which $7.4 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 $ 7,439,373 Contingent consideration (1) 500,000 Total purchase price $ 7,939,373 (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 March 31, 2022, the fair value of the Kontrol earnout was $0.3 million, which resulted in a ($0.6) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three months ended March 31, 2022. 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 73,082 Identifiable intangible assets 6,940,000 Total identifiable assets acquired 7,013,082 Accounts payable (664,932 ) Net identifiable assets acquired 6,348,150 Goodwill 1,591,223 Total purchase price $ 7,939,373 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 . Payix On December 29, 2021, the Company acquired Payix Holdings Incorporated (together with its subsidiary, “Payix”). Under the terms of the merger agreement with Payix (“Payix Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $95.6 million in cash. In addition to the closing consideration, the Payix Purchase Agreement contains a performance-based earnout (the “Payix Earnout Payment”), which was based on future results of the acquired business and could result in an additional payment to the former owners of Payix of up to $20.0 million. The Payix acquisition was financed with cash on hand and available revolver capacity. The following summarizes the preliminary purchase consideration paid to the sellers of Payix: Cash consideration $ 95,627,972 Contingent consideration (1) 2,850,000 Total purchase price $ 98,477,972 (1) Reflects the fair value of the Payix earnout payment, the contingent consideration to be paid to the former owners of Payix, pursuant to the Payix Purchase Agreement as of December 31, 2021. The former owners of Payix will have the contingent earnout right to receive a payment of up to $20.0 million, dependent upon the Gross Profit, as defined in the Payix Purchase Agreement. As of March 31, 2022, the fair value of the Payix earnout was $0.5 million, which resulted in a ($2.4) million adjustment included in the change in fair value of contingent consideration in the Consolidated Statements of Operations for the three months ended March 31, 2022. The Company recorded a preliminary allocation of the purchase price to Payix’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the December 29, 2021 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 702,575 Accounts receivable 1,715,292 Prepaid expenses and other current assets 93,891 Total current assets 2,511,758 Property, plant and equipment, net 83,449 Restricted cash 27,177 Other assets 655,588 Identifiable intangible assets 33,150,000 Total identifiable assets acquired 36,427,972 Accounts payable (214,195 ) Accrued expenses and other liabilities (2,022,846 ) Deferred tax liability (6,943,998 ) Net identifiable assets acquired 27,246,933 Goodwill 71,231,039 Total purchase price $ 98,477,972 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 $ 0.3 Indefinite Developed technology 12.4 3 Merchant relationships 20.5 10 $ 33.2 Goodwill recognized of $71.2 million represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired, none of which 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 Payix. Measurement Period The preliminary purchase price allocations for the acquisitions of BillingTree, Kontrol, and Payix are based on initial estimates and provisional amounts. For the acquisitions completed during the year ended December 31, 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. Transaction Expenses The Company incurred transaction expenses of $2.8 Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the BillingTree, Kontrol, and Payix acquisitions as if the transactions had occurred on January 1, 2021. 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 March 31, 2022 2021 Revenue $ 67,564,055 $ 63,679,085 Net income (loss) 12,886,375 (15,610,922 ) Net loss attributable to non-controlling interests (767,169 ) (1,970,560 ) Net income (loss) attributable to the Company 13,653,544 (13,640,362 ) Income (loss) per Class A share - basic $ 0.15 $ (0.18 ) Income (loss) per Class A share - diluted $ 0.12 $ (0.18 ) |