Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SHIFT4 PAYMENTS, INC. |
Entity Central Index Key | 0001794669 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 05, 2019 |
Current assets | |||
Cash and cash equivalents | $ 328,900,000 | $ 3,700,000 | |
Accounts receivable, net of allowance for doubtful accounts | 91,300,000 | 78,600,000 | |
Contract assets, net of allowance for doubtful accounts | 6,800,000 | ||
Inventory | 1,200,000 | 8,500,000 | |
Prepaid expenses and other current assets | 12,300,000 | 8,800,000 | |
Total current assets | 433,700,000 | 106,400,000 | |
Noncurrent assets | |||
Goodwill | 422,000,000 | 421,300,000 | |
Other intangible assets, net | 183,000,000 | 213,200,000 | |
Capitalized acquisition costs, net | 29,700,000 | 26,400,000 | |
Equipment for lease, net | 32,700,000 | ||
Property, plant and equipment, net | 14,000,000 | 15,400,000 | |
Contract assets, net of allowance for doubtful accounts | 3,900,000 | ||
Other noncurrent assets | 500,000 | 1,400,000 | |
Total noncurrent assets | 681,900,000 | 681,600,000 | |
Total assets | 1,115,600,000 | 788,000,000 | |
Current liabilities | |||
Current portion of debt | 1,800,000 | 5,300,000 | |
Accounts payable | 76,700,000 | 58,100,000 | |
Accrued expenses and other current liabilities | 26,500,000 | 60,900,000 | |
Deferred revenue | 8,100,000 | 5,600,000 | |
Total current liabilities | 113,100,000 | 129,900,000 | |
Noncurrent liabilities | |||
Long-term debt | 437,700,000 | 635,100,000 | |
Deferred tax liability | 5,200,000 | 4,100,000 | |
Other noncurrent liabilities (Note 4) | 2,100,000 | 4,800,000 | |
Total noncurrent liabilities | 445,000,000 | 644,000,000 | |
Total liabilities | 558,100,000 | 773,900,000 | |
Commitments and contingencies | |||
Redeemable preferred units | 43,000,000 | ||
Shareholders' Equity: | |||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized at September 30, 2020, none issued and outstanding | |||
Common shares, $0.01 par value, 1,000 shares authorized, 100 shares issued and outstanding | 1 | $ 1 | |
Additional paid-in capital | 572,600,000 | 99 | 99 |
Retained deficit | (262,600,000) | (178,400,000) | |
Common shares receivable | (100) | $ (100) | |
Total Shareholders' Equity | 310,000,000 | (28,900,000) | |
Noncontrolling interests | 247,500,000 | ||
Total stockholders' equity/members' (deficit) | 557,500,000 | (28,900,000) | |
Total liabilities and stockholders' equity/members' deficit | $ 1,115,600,000 | 788,000,000 | |
Class B Common Units | |||
Members' deficit-Shift4 Payments, LLC | |||
Common units | 300,000 | ||
Members' equity | 149,200,000 | ||
Shareholders' Equity: | |||
Total stockholders' equity/members' (deficit) | $ 300,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 05, 2019 |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, authorized | 1,000 | 1,000 | |
Common stock, issued | 100 | 100 | |
Common stock, outstanding | 100 | 100 | |
Allowance for doubtful accounts | $ 5.9 | $ 2.5 | |
Contract assets allowance for doubtful accounts current | 0 | 2.9 | |
Contract assets allowance for doubtful accounts noncurrent | $ 0 | $ 1.7 | |
Redeemable preferred units, par value per share | $ 0 | $ 100,000 | |
Redeemable preferred units, shares authorized | 0 | 430 | |
Redeemable preferred units, shares issued | 0 | 430 | |
Redeemable preferred units, shares outstanding | 0 | 430 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 20,000,000 | 20,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Class A Common Units | |||
Common unit, par value | 0 | 0 | |
Common unit, authorized | 0 | 100,000 | |
Common unit, issued | 0 | 100,000 | |
Common unit, outstanding | 0 | 100,000 | |
Class B Common Units | |||
Common unit, par value | 0 | 323 | |
Common unit, authorized | 0 | 1,010 | |
Common unit, issued | 0 | 1,010 | |
Common unit, outstanding | 0 | 1,010 | |
Class A Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 300,000,000 | 300,000,000 | |
Common stock, issued | 28,550,026 | 0 | |
Common stock, outstanding | 28,550,026 | 0 | |
Class B Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 35,567,488 | 0 | |
Common stock, outstanding | 35,567,488 | 0 | |
Class C Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 15,920,291 | 0 | |
Common stock, outstanding | 15,920,291 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Gross revenue | $ 214.8 | $ 193.8 | $ 556 | $ 529.3 | |
Cost of sales | 163.3 | 147.2 | 427.7 | 400.5 | |
Gross profit | 51.5 | 46.6 | 128.3 | 128.8 | |
General and administrative expenses | 35.5 | 37.5 | 147 | 90.1 | |
Depreciation and amortization expense | 16.2 | 10.1 | 37.1 | 29.7 | |
Professional fees | 2.9 | 3.3 | 5.8 | 7.1 | |
Advertising and marketing expenses | 0.8 | 1.6 | 2.9 | 4.4 | |
Restructuring expenses | 0.1 | 3.4 | 0.4 | 3.7 | |
Other operating (income) expense, net | (12.4) | ||||
Total operating expenses | 55.5 | 55.9 | 180.8 | 135 | |
Loss from operations | (4) | (9.3) | (52.5) | (6.2) | |
Loss on extinguishment of debt | (7.1) | ||||
Other income, net | 0.5 | 0.1 | 0.6 | 1 | |
Interest expense | (7.1) | (12.9) | (32.1) | (38.1) | |
Loss before income taxes | (10.6) | (22.1) | (91.1) | (43.3) | |
Income tax benefit (provision) | 0.7 | (0.5) | 1 | (1) | |
Net loss | [1] | (9.9) | $ (22.6) | (90.1) | $ (44.3) |
Net loss attributable to noncontrolling interests | [2] | (4.9) | (5.9) | ||
Net loss attributable to Shift4 Payments, Inc. | [3] | $ (5) | $ (84.2) | ||
Class A Common Stock | |||||
Basic and diluted net loss per share: | |||||
Basic and diluted net loss per share | $ (0.12) | $ (0.15) | |||
Weighted average common stock outstanding | 23,309,247 | 22,363,399 | |||
Class C Common Stock | |||||
Basic and diluted net loss per share: | |||||
Basic and diluted net loss per share | $ (0.12) | $ (0.15) | |||
Weighted average common stock outstanding | 19,222,017 | 19,424,100 | |||
[1] | Net loss is equal to comprehensive loss. | ||||
[2] | Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests. | ||||
[3] | Net loss attributable Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND MEMBERS DEFICIT/ STOCKHOLDERS EQUITY - USD ($) | Total | Additional Paid-in Capital | Members' Equity | Retained Deficit | Noncontrolling Interest | Redeemable Preferred Units | Class A Common Units | Class B Common Units | Class A Common Stock | Class B Common Stock | Class C Common Stock | ||
Beginning Balances at Dec. 31, 2018 | $ 41,400,000 | $ 154,400,000 | $ (113,300,000) | $ 300,000 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2018 | $ 43,000,000 | ||||||||||||
Beginning Balance, shares at Dec. 31, 2018 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Beginning Balance, shares at Dec. 31, 2018 | 430 | ||||||||||||
Temporary Equity, Ending Balance at Mar. 31, 2019 | $ 43,000,000 | ||||||||||||
Temporary Equity, Ending Balance, shares at Mar. 31, 2019 | 430 | ||||||||||||
Net loss | (13,500,000) | (13,500,000) | |||||||||||
Preferred return on redeemable preferred units | (1,200,000) | (1,200,000) | |||||||||||
Cumulative effect of ASC 606 adoption | (7,000,000) | (7,000,000) | |||||||||||
Ending Balances at Mar. 31, 2019 | 19,700,000 | 153,200,000 | (133,800,000) | $ 300,000 | |||||||||
Ending Balance, shares at Mar. 31, 2019 | 100,000 | 1,010 | |||||||||||
Beginning Balances at Dec. 31, 2018 | 41,400,000 | 154,400,000 | (113,300,000) | $ 300,000 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2018 | $ 43,000,000 | ||||||||||||
Beginning Balance, shares at Dec. 31, 2018 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Beginning Balance, shares at Dec. 31, 2018 | 430 | ||||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2019 | $ 43,000,000 | ||||||||||||
Temporary Equity, Ending Balance, shares at Sep. 30, 2019 | 430 | ||||||||||||
Net loss | [1] | (44,300,000) | |||||||||||
Ending Balances at Sep. 30, 2019 | (13,900,000) | 150,400,000 | (164,600,000) | $ 300,000 | |||||||||
Ending Balance, shares at Sep. 30, 2019 | 100,000 | 1,010 | |||||||||||
Beginning Balances at Mar. 31, 2019 | 19,700,000 | 153,200,000 | (133,800,000) | $ 300,000 | |||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2019 | $ 43,000,000 | ||||||||||||
Beginning Balance, shares at Mar. 31, 2019 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Beginning Balance, shares at Mar. 31, 2019 | 430 | ||||||||||||
Net loss | (8,200,000) | (8,200,000) | |||||||||||
Temporary Equity, Ending Balance at Jun. 30, 2019 | $ 43,000,000 | ||||||||||||
Temporary Equity, Ending Balance, shares at Jun. 30, 2019 | 430 | ||||||||||||
Capital distributions | (100,000) | (100,000) | |||||||||||
Preferred return on redeemable preferred units | (1,300,000) | (1,300,000) | |||||||||||
Ending Balances at Jun. 30, 2019 | 10,100,000 | 151,800,000 | (142,000,000) | $ 300,000 | |||||||||
Ending Balance, shares at Jun. 30, 2019 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2019 | $ 43,000,000 | ||||||||||||
Temporary Equity, Ending Balance, shares at Sep. 30, 2019 | 430 | ||||||||||||
Net loss | (22,600,000) | [1] | (22,600,000) | ||||||||||
Preferred return on redeemable preferred units | (1,400,000) | (1,400,000) | |||||||||||
Ending Balances at Sep. 30, 2019 | (13,900,000) | 150,400,000 | (164,600,000) | $ 300,000 | |||||||||
Ending Balance, shares at Sep. 30, 2019 | 100,000 | 1,010 | |||||||||||
Beginning Balances at Dec. 31, 2019 | $ (28,900,000) | 149,200,000 | (178,400,000) | $ 0 | $ 300,000 | ||||||||
Beginning Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Beginning Balance, shares at Dec. 31, 2019 | 430 | ||||||||||||
Net loss | $ (5,200,000) | (5,200,000) | |||||||||||
Capital distributions | (100,000) | (100,000) | |||||||||||
Preferred return on redeemable preferred units | (1,200,000) | (1,200,000) | |||||||||||
Ending Balances at Mar. 31, 2020 | (35,400,000) | 147,900,000 | (183,600,000) | $ 0 | $ 300,000 | $ 0 | |||||||
Ending Balance, shares at Mar. 31, 2020 | 100,000 | 1,010 | |||||||||||
Beginning Balances at Dec. 31, 2019 | $ (28,900,000) | 149,200,000 | (178,400,000) | $ 0 | $ 300,000 | ||||||||
Beginning Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Beginning Balance, shares at Dec. 31, 2019 | 430 | ||||||||||||
Net loss | [2] | $ (84,200,000) | |||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 0 | ||||||||||||
Temporary Equity, Ending Balance, shares at Sep. 30, 2020 | 0 | 0 | |||||||||||
Net loss | [1] | $ (90,100,000) | |||||||||||
Ending Balances at Sep. 30, 2020 | 557,500,000 | $ 572,600,000 | (262,600,000) | $ 247,500,000 | |||||||||
Ending Balance, shares at Sep. 30, 2020 | 28,550,026 | 35,567,488 | 15,920,291 | ||||||||||
Beginning Balances at Mar. 31, 2020 | (35,400,000) | 147,900,000 | (183,600,000) | $ 0 | $ 300,000 | $ 0 | |||||||
Net loss prior to Reorganization Transactions, IPO and concurrent private placement | (72,900,000) | (72,900,000) | |||||||||||
Beginning Balance, shares at Mar. 31, 2020 | 100,000 | 1,010 | |||||||||||
Capital distributions | (400,000) | (400,000) | |||||||||||
Preferred return on redeemable preferred units | (900,000) | (900,000) | |||||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | (109,600,000) | 146,600,000 | (256,500,000) | $ 300,000 | |||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 | 100,000 | 1,010 | |||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 at Jun. 04, 2020 | $ 43,000,000 | ||||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 at Jun. 04, 2020 | 430 | ||||||||||||
Reorganization transactions | 43,000,000 | 189,900,000 | $ (146,600,000) | $ (300,000) | |||||||||
Reorganization transactions, shares | (100,000) | (1,010) | 528,150 | 39,204,989 | 15,513,817 | ||||||||
Preferred dividends settled with LLC interests | 2,300,000 | 2,300,000 | |||||||||||
Issuance of Class A common stock in connection with Follow-on Offering | 463,800,000 | 463,800,000 | |||||||||||
Issuance of common stock in IPO and concurrent private placement, shares | 17,250,000 | 4,625,346 | |||||||||||
Allocation of equity to noncontrolling interests | (211,500,000) | 211,500,000 | |||||||||||
Issuance of common stock for change of control contingent liabilities | 21,100,000 | 21,100,000 | |||||||||||
Issuance of common stock for change of control contingent liabilities, shares | 915,503 | ||||||||||||
Issuance of restricted stock units for change of control contingent liabilities | 2,100,000 | 2,100,000 | |||||||||||
Equity-based compensation | 50,000,000 | 50,000,000 | |||||||||||
Net loss subsequent to Reorganization Transactions, IPO and concurrent private placement | (2,100,000) | (1,100,000) | (1,000,000) | ||||||||||
Ending Balances at Jun. 30, 2020 | $ 470,600,000 | 517,700,000 | (257,600,000) | 210,500,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Ending Balance, shares at Jun. 30, 2020 | 0 | 0 | 18,693,653 | 39,204,989 | 20,139,163 | ||||||||
Temporary equity reorganization transactions, value | $ (43,000,000) | ||||||||||||
Temporary equity reorganization transactions, shares | (430) | ||||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 0 | ||||||||||||
Temporary Equity, Ending Balance, shares at Sep. 30, 2020 | 0 | 0 | |||||||||||
Net loss | $ (12,000,000) | ||||||||||||
Ending Balances at Sep. 30, 2020 | 557,500,000 | 572,600,000 | (262,600,000) | 247,500,000 | |||||||||
Ending Balance, shares at Sep. 30, 2020 | 28,550,026 | 35,567,488 | 15,920,291 | ||||||||||
Beginning Balances at Jun. 30, 2020 | 470,600,000 | 517,700,000 | (257,600,000) | 210,500,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Beginning Balance, shares at Jun. 30, 2020 | 0 | 0 | 18,693,653 | 39,204,989 | 20,139,163 | ||||||||
Net loss | [2] | (5,000,000) | |||||||||||
Temporary Equity, Ending Balance at Sep. 30, 2020 | $ 0 | ||||||||||||
Issuance of Class A common stock in connection with Follow-on Offering | $ 91,800,000 | 91,800,000 | $ 2,000,000 | ||||||||||
Temporary Equity, Ending Balance, shares at Sep. 30, 2020 | 0 | 0 | |||||||||||
Allocation of equity to noncontrolling interests | (45,700,000) | 45,700,000 | |||||||||||
Exchange of shares | 3,800,000 | (3,800,000) | |||||||||||
Exchange of shares, shares | 7,856,373 | (3,637,501) | (4,218,872) | ||||||||||
Other | $ (1,200,000) | (1,200,000) | |||||||||||
Equity-based compensation | 6,200,000 | 6,200,000 | |||||||||||
Net loss | (9,900,000) | [1] | (5,000,000) | (4,900,000) | |||||||||
Ending Balances at Sep. 30, 2020 | $ 557,500,000 | $ 572,600,000 | $ (262,600,000) | $ 247,500,000 | |||||||||
Ending Balance, shares at Sep. 30, 2020 | 28,550,026 | 35,567,488 | 15,920,291 | ||||||||||
[1] | Net loss is equal to comprehensive loss. | ||||||||||||
[2] | Net loss attributable Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating activities | |||
Net loss | [1] | $ (90.1) | $ (44.3) |
Adjustment to reconcile net loss to net cash provided by operating activities | |||
Depreciation and amortization | 60.1 | 46.3 | |
Amortization of capitalized financing costs | 2.9 | 2.8 | |
Loss on extinguishment of debt | 7.1 | ||
Deferred income taxes | 1.1 | 0.3 | |
Provision for bad debts | 6.9 | 4.1 | |
Revaluation of contingent liabilities | (5.9) | 15 | |
Impairment on software development costs | 0.4 | 1.3 | |
Equity-based compensation expense | 56.2 | ||
Other noncash items | (0.3) | (0.7) | |
Impact of lease modifications | (12.4) | ||
Change in operating assets and liabilities | |||
Accounts receivable | (19.3) | (11.3) | |
Contract assets | (0.6) | (1.8) | |
Prepaid expenses and other current assets | (2.9) | (2.3) | |
Inventory | 0.1 | (2.3) | |
Accounts payable | 16.9 | 13.8 | |
Accrued expenses and other current liabilities | (5.5) | 9.1 | |
Deferred revenue | 2.3 | 3.1 | |
Net cash provided by operating activities | 17 | 33.1 | |
Investing activities | |||
Residual commission buyouts | (2.1) | (3.1) | |
Acquisition of property, plant and equipment | (2.6) | (7.7) | |
Capitalized software development costs | (7) | (3.7) | |
Customer acquisition costs | (14.4) | (13.6) | |
Acquisition of equipment to be leased | (5.8) | ||
Acquisition, net | (60.2) | ||
Net cash used in investing activities | (31.9) | (88.3) | |
Financing activities | |||
IPO proceeds, net of underwriting discounts and commissions | 372.9 | ||
Proceeds from private placement | 100 | ||
Follow-on Offering proceeds, net of underwriting discounts and commissions | 93.4 | ||
Offering costs | (9.1) | ||
Proceeds from long-term debt | 20 | ||
Proceeds from revolving line of credit | 68.5 | 70 | |
Repayment of debt | (192.8) | (3.8) | |
Repayment of revolving line of credit | (89.5) | (20) | |
Payments on contingent liabilities | (1.4) | (2.3) | |
Deferred financing costs | (0.5) | (1.7) | |
Preferred return on preferred stock | (0.9) | ||
Capital distributions | (0.5) | (0.1) | |
Net cash provided by financing activities | 340.1 | 62.1 | |
Change in cash and cash equivalents | 325.2 | 6.9 | |
Beginning of period | 3.7 | 4.8 | |
End of period | $ 328.9 | $ 11.7 | |
[1] | Net loss is equal to comprehensive loss. |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | Nov. 05, 2019 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Organization, Basis of Presentation and Significant Accounting Policies | Note 1: Nature of Business and Basis of Presentation Nature of Business Shift4 Payments, Inc., or the Company, was incorporated in Delaware on November 5, 2019. Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its principal asset will be a controlling equity interest in Shift4 Payments, LLC. As the sole managing member of Shift4 Payments, LLC, the Company will operate and control all of the business and affairs of Shift4 Payments, LLC, and through Shift4 Payments, LLC and its subsidiaries, conduct its business. Basis of Presentation The balance sheets are presented in accordance with accounting principles generally accepted in the United States. Separate statements of operations, changes in shareholders’ equity, and cash flows have not been presented because the Company has not engaged in any activities except in connection with its formation. | 1. Organization, Basis of Presentation and Significant Accounting Policies Organization Shift4 Payments, Inc., or Shift4 or the Company, was incorporated in Delaware on November 5, 2019 in order to carry on the business of Shift4 Payments, LLC and its consolidated subsidiaries. The Company is a leading provider of integrated payment processing and technology solutions. Through the Shift4 Model an end-to-end payments Shift4 Model small-to-medium-sized businesses Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission, or the SEC, declared effective the Company’s Registration Statement on Form S-1 No. 333-238307), Reorganization Transactions In connection with the IPO, the Company completed the following transactions, or the Reorganization Transactions: • The limited liability company agreement of Shift4 Payments, LLC was amended and restated to, among other things, (1) convert all existing ownership interests in Shift4 Payments, LLC (including redeemable preferred units) into a single class of LLC Interests and (2) appoint Shift4 Payments, Inc. as the sole managing member of Shift4 Payments, LLC. See Note 19 for additional information. • The certificate of incorporation of Shift4 Payments, Inc. was amended to, among other things, authorize three classes of common stock: Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class A and Class C common stock have both voting and economic rights while Class B common stock has voting rights but no economic rights. See Note 19 for additional information. • The Company acquired all the LLC Interests held by a former equity owner of Shift4 Payments, LLC in exchange for an equivalent number of shares of Class A common stock. See Note 19 for additional information. • The Company acquired a portion of the LLC Interests held by certain affiliates of Searchlight Capital Partners, or Searchlight, in exchange for shares of Class B and Class C common stock. The Reorganization Transactions resulted in the Company becoming the sole managing member of Shift4 Payments, LLC. As the sole managing member of Shift4 Payments, LLC, the Company operates and controls all of the business and affairs of Shift4 Payments, LLC. Accordingly, the Company consolidates the financial results of Shift4 Payments, LLC, and reports a noncontrolling interest in its consolidated financial statements representing the economic interest in Shift4 Payments, LLC held by Rook and Searchlight (together, the Continuing Equity Owners). As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Shift4 Payments, Inc. had no operations. Follow-on On September 15, 2020, the Company completed a follow-on Follow-on Follow-on Follow-on Follow-on In connection with the Follow-on • The redemption by Searchlight of 3,637,501 LLC Interests in exchange for 3,637,501 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. On October 6, 2020, an additional 682,031 LLC Interests were exchanged for 682,031 shares of Class A common stock with an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 4,218,872 shares of Class C common stock held by Searchlight to 4,218,872 shares of Class A common stock. On October 6, 2020, an additional of 791,039 shares of Class C common stock held by Searchlight, were converted to 791,039 shares of Class A common stock. Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and the applicable rules and regulations of the SEC for interim financial information. As such, these financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2019 Condensed Consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2019 included in the prospectus dated September 10, 2020 (File No. 333-248663), The consolidated financial statements presented herein include the financial statements of Shift4 Payments, Inc. and its wholly owned subsidiaries, Shift4 Payments, LLC, MSI Merchant Services Holdings, LLC, Harbortouch Financial, LLC, Harbortouch Lithuania, Future POS, LLC, Restaurant Manager, LLC, POSitouch, LLC, Independent Resources Network, LLC, S4-ML Holdings, Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 shelter-in non-essential, The Company took proactive measures in April 2020 to reduce costs, preserve adequate liquidity and maintain its financial position. These included limiting discretionary spending across the organization, reducing spending through reprioritizing its capital projects, instituting a company-wide hiring freeze, reducing salaries for management across the organization, furloughing approximately 25% of its workforce and accelerating expense reduction plans related to previous acquisitions. Since late March, the Company has seen a significant recovery in its end-to-end end-to-end COVID-19 As of September 30, 2020, the Company had $450.0 million outstanding under the First Lien Term Loan Facility and was in compliance with the financial covenants under its debt agreements. The Company expects to be in compliance for at least 12 months following issuance of these unaudited condensed consolidated financial statements. See Notes 11 and 26 for further information on the Company’s debt obligations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying unaudited condensed consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of contingent liabilities related to earnout payments and change of control, allowance for doubtful accounts and noncontrolling interests. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. Additionally, the full impact of the COVID-19 Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 to Shift4 Payments, LLC’s consolidated financial statements as of and for the years ended December 31, 2018 and 2019 in the Prospectus. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and nine months ended September 30, 2020, except as noted below. Noncontrolling Interests The noncontrolling interests represent the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. Equity-based Compensation In connection with the IPO, the Company issued Restricted Stock Units, or RSUs, to certain employees and non-employee Income Taxes As a result of the Reorganization Transactions, Shift4 Payments, Inc. became the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning Uncertain tax positions are recorded in accordance with ASC 740, Income Taxes two-step more-likely-than-not The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the unaudited Condensed Consolidated Statements of Operations. Basic and Diluted Net Loss Per Share The Company applies the two-class two-class share-for-share Equipment for Lease Equipment for lease represents terminals and point-of-sale Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of 3 years. Recent Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) 2018-13 Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02: Leases 2018-10: Codification Improvements to Topic 842, Leases 2018-10, 2018-11: Leases (Topic 842) Targeted Improvements 2018-11 2018-20: Leases (Topic 842)—Narrow Scope Improvements for Lessors 2018-10 2018-20 2016-02. 2018-11 2016-02 ASU 2018-11 non-lease In June 2016, the FASB issued ASU 2016-13: Financial Instruments —Credit Losses (Topic 326) 2016-13 In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment 2017-04 In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract 2018-15 internal-use 2018-15 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 2019-12 2019-12 2019-12 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform the impact of ASU 2020-04 on the |
Summary of Significant Accounti
Summary of Significant Accounting Policies-Use of Estimates | Nov. 05, 2019 |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies-Use of Estimates | Note 2: Summary of Significant Accounting Policies—Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 balance sheet. Actual results could differ from those estimates. |
Shareholders' Equity
Shareholders' Equity | Nov. 05, 2019 |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 3: Shareholders’ Equity On November 5, 2019, the Company was authorized to issue 1,000 shares of common stock, $0.01 par value. On November 5, 2019, the Company issued 100 common shares for $100. The common shares receivable is reflected as a reduction to shareholders’ equity. |
Commitments and Contingencies
Commitments and Contingencies | Nov. 05, 2019 | Sep. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 4: Commitments and Contingencies The Company did not have any commitments or contingencies as of November 5, 2019 or December 31, 2019. | 17. Commitments and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have an adverse effect on our business, financial condition or operating results. Effective March 2016, the Company’s board of directors approved a means by which key employees of the Company may be given an opportunity to earn a bonus as a result of a Change of Control, defined as a merger, consolidation, exchange, conveyance, or sale of the Company, or an IPO pursuant to the Securities Act of 1933, or the Qualifying Transaction. As of December 31, 2019, the Company did not deem a qualifying transaction probable and thus, no amounts were recorded in the consolidated financial statements. In conjunction with the IPO, the Company issued $56.9 million in the form of 2,475,830 restricted stock units to these key employees based upon the initial offering price of $23.00 per share. These awards vest over time but are not subject to continued service. See Note 22 for more information on the Company’s equity-based compensation plan. |
Subsequent Events
Subsequent Events | Nov. 05, 2019 | Sep. 30, 2020 |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 5: Subsequent Events (unaudited) On May 31, 2020, the Company entered into a purchase agreement with Rook Holdings Inc, or Rook, pursuant to which Rook agreed to purchase, subject to certain conditions, up to $100.0 million of Class C common stock of the Company in a private placement concurrent with, and subject to, the completion of an initial public offering of the Company’s stock. The founder of Shift4 Payments, LLC is the sole stockholder of Rooks Holdings, Inc. | 26. Subsequent Events Acquisitions On October 16, 2020, the Company acquired a hospitality technology vendor, for approximately $10.0 million. This acquisition enables the boarding of the vendor’s customers on the Company’s end-to-end On November 5, 2020, the Company acquired Infomart2000 Corp., which does business as 3DCART, for approximately $40.0 million in cash and $19.6 million in shares of the Company’s Class A common stock. The acquisition expands the Company’s omni-channel transaction capabilities and will enable 3DCART merchants to augment their ecommerce platform experience with the Company’s secure integrated payments solutions. In addition, the Company’s indirect sales distribution network will be able to offer 3DCART’s turnkey ecommerce capabilities to the Company’s new and existing POS and payments customers. Due to the timing of these acquisitions, the initial accounting for the acquisitions, including the valuation of assets and liabilities acquired is incomplete. As such, the Company is not able to disclose certain information including the preliminary fair value of assets acquired and liabilities assumed. Debt Issuance On October 29, 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc., issued $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026, or the 4.625% Senior Notes. The 4.625% Senior Notes were priced at par value and bear interest annually. Interest will be paid semi-annually in arrears. The proceeds from the 4.625% Senior Notes, together with cash on hand, were used to repay all indebtedness outstanding under the First Lien Term Loan Facility. Related party agreements On November 10, 2020, the margin loan agreement pursuant to which Rook pledged LLC Interests and shares of the Company’s Class A and Class B common stock (collectively, Rook Units) to secure a margin loan was amended and restated to modify the number of units pledged. If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 15,227,181 Rook units to satisfy Rook’s obligation. |
Merchant Link Acquisition
Merchant Link Acquisition | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Merchant Link Acquisition | 2. Merchant Link Acquisition We completed the acquisition of Merchant-Link, LLC, or Merchant Link Acquisition, in August 2019 by acquiring 100% of the membership interests for $64.0 million, with initial consideration of $60.2 million, net of cash acquired. This acquisition brought a highly complementary customer base, with 80% of the customers using software already integrated on the Company’s gateway. This overlap presented the Company with a substantial opportunity for improved share of wallet and cost efficiencies. The Merchant Link Acquisition was accounted for as a business combination using the acquisition method of accounting. The respective purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and represents the future economic benefits arising from other assets acquired, which cannot be individually identified or separately recognized. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. In the three months ended March 31, 2020, the Company made a measurement period adjustment of $(0.7) million to accounts receivable with a corresponding increase to goodwill to reflect facts and circumstances in existence as of the effective date of the acquisition. Cash $ 3.8 Accounts receivable 7.5 Prepaid expenses and other current assets 1.9 Property, plant and equipment 2.4 Inventory 1.7 Other intangible assets 20.4 Goodwill (a) 30.2 Accounts payable (1.5 ) Accrued expenses and other current liabilities (2.1 ) Deferred revenue (0.3 ) Net assets acquired 64.0 Less: cash acquired (3.8 ) Net cash paid for acquisition $ 60.2 (a) Goodwill is deductible for tax purposes. The Merchant Link acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Adoption of ASC 606: Revenue from Contracts with Customers The Company recorded a net reduction to retained earnings of $7.0 million as of January 1, 2019, due to the cumulative impact of adopting ASC 606, primarily as a result of no longer being able to defer the upfront cost for the Company’s free equipment program to its merchants under the contract terms existing at January 1, 2019 and recognizing the revenue allocated to this hardware in retained earnings for contracts open as of January 1, 2019. Under ASC 606, the Company has three separate performance obligations under its recurring SaaS fees for point-of-sale (1) point-of-sale The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The effect of the lease modifications on the unaudited condensed consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance Balance Effect of Contract assets, net $ 11.3 $ — $ (11.3 ) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5 ) Other operating (income) expense, net (12.4 ) Disaggregated Revenue Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three months ended Nine months ended 2019 2020 2019 2020 Payments-based revenue $ 171.9 $ 196.8 $ 465.4 $ 494.4 Subscription and other revenues 21.9 18.0 63.9 61.6 Total $ 193.8 $ 214.8 $ 529.3 $ 556.0 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three months ended Nine months ended 2019 2020 2019 2020 Over-time revenue $ 182.7 $ 210.3 $ 496.5 $ 533.8 Point-in-time 11.1 4.5 32.8 22.2 Total $ 193.8 $ 214.8 $ 529.3 $ 556.0 Contract Liabilities The Company charges merchants for various post-contract license support/service fees and annual regulatory compliance fees. These fees typically relate to a period of one year. The Company recognizes the revenue on a straight-line basis over its respective period. As of December 31, 2019 and September 30, 2020, the Company had deferred revenue of $5.6 million and $8.1 million, respectively. The change in the contract liabilities is primarily the result of a timing difference between payment from the customer and the Company’s satisfaction of each performance obligation. The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within “Gross revenue” in its unaudited Condensed Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Three months ended Nine months ended 2019 2020 2019 2020 Annual service fees and regulatory compliance fees $ 2.8 $ 3.5 $ 8.6 $ 10.3 Amount of these fees included in deferred revenue at beginning of period 2.2 2.6 2.7 3.3 Capitalized Acquisition Costs, net As of December 31, 2019 and September 30, 2020, the Company had net capitalized costs to obtain contracts of $26.4 million and $29.7 million, respectively, included in “Capitalized acquisition costs, net” in the unaudited Condensed Consolidated Balance Sheets representing upfront processing bonuses. See Note 8 for more information on capitalized acquisition costs. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 4. Restructuring The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.4 ) (1.5 ) (2.9 ) Accretion of interest (a) 0.4 — 0.4 Balance at September 30, 2020 $ 3.2 $ — $ 3.2 (a) Accretion of interest is included within “Restructuring expenses” in the unaudited Condensed Consolidated Statements of Operations. Accreted interest recognized related to restructuring activities associated with a historical acquisition was $0.1 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. The Company recognized $3.4 million and $3.7 million of restructuring expenses for the three and nine months ended September 30, 2019, respectively. This was primarily comprised of $3.3 million of restructuring expenses associated with the integration of Merchant Link, consisting primarily of employee and severance benefits which were paid by March 31, 2020. In addition, accreted interest recognized related to restructuring activities associated with a historical acquisition was $0.1 million and $0.4 million for the three and nine months ended September 30, 2019, respectively. The current portion of the restructuring accrual of $2.9 million and $1.4 million at December 31, 2019 September 30, 2020, respectively, is included within “Accrued expenses and other current liabilities” on the unaudited Condensed Consolidated Balance Sheets. The long-term portion of the restructuring accrual of $2.8 million and $1.8 million at December 31, 2019 and September 30, 2020, respectively, is included within “Other noncurrent liabilities” on the unaudited Condensed Consolidated Balance Sheets. Of the $3.2 million restructuring accrual outstanding as of September 30, 2020, approximately $0.4 million is expected to be paid in 2020, $1.6 million in 2021 and $1.6 million in 2022, less accreted interest of $0.4 million. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consisted of the following: December 31, September 30, Terminal systems and components $ 5.9 $ 0.7 Point-of-sale 2.6 0.5 Total inventory $ 8.5 $ 1.2 Effective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease resulting in equipment held for lease to be recorded in “Equipment for lease, net” rather than “Inventory” on the Company’s Consolidated Balance Sheets. See Note 9 for more information on equipment for lease. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2019 $ 421.3 Measurement period adjustment (Note 2) 0.7 Balance at September 30, 2020 $ 422.0 |
Other Intangible Assets, Net
Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | 7. Other Intangible Assets, Net Other intangible assets, net consisted of the following: Weighted Amortization (in years) December 31, 2019 Carrying Accumulated Net Merchant relationships 8 $ 176.8 $ 81.1 $ 95.7 Acquired technology 10 105.2 32.2 73.0 Trademarks and trade names 9 55.5 30.1 25.4 Noncompete agreements 2 3.9 3.6 0.3 Capitalized software development costs 3 14.9 2.0 12.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 15.7 9.8 5.9 Total intangible assets $ 372.1 $ 158.9 $ 213.2 Weighted Average Amortization Period (in years) September 30, 2020 Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 176.8 $ 100.0 $ 76.8 Acquired technology 10 105.2 40.2 65.0 Trademarks and trade names 9 55.5 36.8 18.7 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 3 21.7 4.8 16.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 18.1 12.5 5.6 Total intangible assets $ 381.3 $ 198.3 $ 183.0 (a) Residual commission buyouts include contingent payments of $2.7 million and $3.1 million as of December 31, 2019 and September 30, 2020, respectively. As of September 30, 2020, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2020 (remaining three months) 13.1 2021 48.6 2022 31.6 2023 20.4 2024 18.4 Thereafter 50.9 Total $ 183.0 Amounts charged to expense in the unaudited Condensed Consolidated Statements of Operations for amortization of intangible assets were as follows: Three months ended Nine months ended 2019 2020 2019 2020 Depreciation and amortization expense $ 9.5 $ 9.8 $ 28.2 $ 28.7 Cost of sales 3.3 3.4 8.8 10.6 Total $ 12.8 $ 13.2 $ 37.0 $ 39.3 |
Capitalized Acquisition Costs,
Capitalized Acquisition Costs, Net | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Capitalized Acquisition Costs, Net | 8. Capitalized Acquisition Costs, Net Capitalized acquisition costs, net were $26.4 million and $29.7 million at December 31, 2019 and September 30, 2020, respectively. This consists of upfront processing bonuses with a gross carrying value of $39.2 million and $52.3 million and accumulated amortization of $12.8 million and $22.6 million at December 31, 2019 September 30, 2020, respectively. Capitalized acquisition costs had a weighted average amortization period of four years at December 31, 2019 and three years at September 30, 2020. Amortization expense for capitalized acquisition costs is $2.5 million and $6.9 million for the three and nine months ended September 30, 2019, respectively, and $4.2 million and $11.2 million for the three and nine months ended September 30, 2020, respectively, and is included in “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations. As of September 30, 2020, the estimated future amortization expense for capitalized acquisition costs is as follows: 2020 (remaining three months) $ 4.2 2021 14.2 2022 9.2 2023 2.1 Total $ 29.7 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 10. Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following: December 31, September 30, Equipment $ 13.3 $ 14.8 Capitalized software 7.1 7.7 Leasehold improvements 11.3 11.5 Furniture and fixtures 2.9 3.0 Vehicles 0.2 0.2 Total property and equipment, gross 34.8 37.2 Less: Accumulated depreciation (19.4 ) (23.2 ) Total property and equipment, net $ 15.4 $ 14.0 Amounts charged to expense in the unaudited Condensed Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Three months ended Nine months ended 2019 2020 2019 2020 Depreciation and amortization expense $ 0.7 $ 0.8 $ 1.5 $ 2.7 Cost of sales 0.4 0.4 1.0 1.2 Total depreciation expense $ 1.1 $ 1.2 $ 2.5 $ 3.9 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt The Company’s outstanding debt consisted of the following: December 31, September 30, First Lien Term Loan Facility $ 511.1 $ 450.0 Second Lien Term Loan Facility 130.0 — Revolving Credit Facility 21.0 — Other financing arrangements — 1.8 Total borrowings 662.1 451.8 Less: Current portion of debt (5.3 ) (1.8 ) 656.8 450.0 Less: Unamortized capitalized financing costs (21.7 ) (12.3 ) Total long-term debt $ 635.1 $ 437.7 Credit Facilities On November 30, 2017, the Company borrowed $560.0 million of aggregate principal amount of secured term loans comprised of first lien term loans of $430.0 million due November 30, 2024, or First Lien Term Loan Facility, and second lien term loans of $130.0 million due November 30, 2025, or Second Lien Term Loan Facility. The Company used available incremental capacity to upsize the First Lien Term Loan Facility to $450.0 million in April 2019 and to $520.0 million in October 2019. In June 2020, the Company made $59.8 million in principal payments on the First Lien Term Loan Facility and repaid in full the $130.0 million outstanding under the Second Lien Term Loan Facility. The $59.8 million payment fully satisfies all required principal payments on the First Lien Term Loan Facility due prior to its maturity on November 30, 2024. Interest with respect to the First Lien Term Loan Facility is payable quarterly in arrears at a rate of LIBOR plus 4.50% per annum (5.50% at September 30, 2020). Interest with respect to the Second Lien Term Loan Facility was payable quarterly in arrears at a rate of LIBOR plus 8.50% per annum. The interest rate is determined based on the Company’s first lien leverage ratio for the preceding fiscal quarter. In connection with the pre-payment The First Lien Term Loan Facility and Second Lien Term Loan Facility are subject to covenants that, among other things, limit or restrict the Company in creating liens, holding any unpermitted investments or new indebtedness, making any dispositions or restricted payments unless otherwise permitted in the agreement, and making material changes to the business. In connection with the full repayment of the Second Lien Term Loan Facility in the second quarter of 2020, the Company obtained applicable releases customary to the payment in full. At September 30, 2020 and December 31, 2019, the Company was in compliance with all financial covenants. Amortization of capitalized financing fees is included in “Interest expense” within the unaudited Condensed Consolidated Statements of Operations. Amortization expense was $0.9 million and $2.8 million for the three and nine months ended September 30, 2019, respectively, and $0.8 million and $2.9 million for the three months ended September 30, 2020, respectively. Revolving Credit Facility The First Lien Term Loan Facility included a revolving credit facility of $40.0 million, or Revolving Credit Facility, which expires November 30, 2022. In August 2019, the Revolving Credit Facility was increased to a borrowing capacity of $90.0 million with incremental borrowings used to partially fund the Merchant Link Acquisition. The Company is subject to certain additional covenants related to the Revolving Credit Facility. The Company was in compliance with these covenants at December 31, 2019 and September 30, 2020. Interest due under the Revolving Credit Facility depends on the type of loan selected but generally is due interest at LIBOR plus an applicable margin ranging from 3.00% to 4.50%. The Revolving Credit Facility unused commitment fee ranges from 0.25% to 0.50%. The applicable margin and unused commitment fee are determined based on the Company’s first lien net leverage ratio at the previously reported fiscal quarter. As of December 31, 2019, the Company had outstanding borrowings of $21.0 million under the Revolving Credit Facility. In the first quarter of 2020, the Company drew $68.5 million under the Revolving Credit Facility for general corporate purposes and to strengthen its financial position amid the COVID-19 |
Other Consolidated Balance Shee
Other Consolidated Balance Sheet Components | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Consolidated Balance Sheet Components | 12. Other Consolidated Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: December 31, September 30, Prepaid insurance $ 1.2 $ 3.8 Other prepaid expenses (a) 4.9 5.8 Agent and employee loan receivables 0.5 0.4 Taxes receivable — 2.0 Deferred IPO-related 2.0 — Other current assets 0.2 0.3 Total prepaid expenses and other current assets $ 8.8 $ 12.3 (a) Other prepaid expenses include prepayments related to information technology, rent, tradeshows and conferences. (b) Primarily includes attorney and consulting fees in support of the Company’s IPO, which, at the time of the IPO, were offset against the gross proceeds of the IPO within “Additional paid-in Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: December 31, September 30, Contingent liabilities related to earnout payments and change of control (a) $ 32.3 $ 0.9 Accrued interest 9.2 4.2 Residuals payable 5.5 7.2 Taxes payable 1.0 0.8 Deferred tenant reimbursement allowance 3.6 3.2 Restructuring accrual 2.9 1.4 Accrued payroll 2.3 3.0 Deferred employer social security tax pursuant to the CARES Act — 1.3 Other current liabilities 4.1 4.5 Total accrued expenses and other current liabilities $ 60.9 $ 26.5 (a) Represents contingent liabilities arising from certain past acquisitions. See Note 13 for information on contingent liabilities related to earnout payments and change of control. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 13. Fair Value Measurement U.S. GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted process in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company determines the fair values of its assets and liabilities that are recognized or disclosed at fair value in accordance with the hierarchy described below. The following three levels of inputs may be used to measure fair value: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value requires significant management judgment or estimation. The Company makes recurring fair value measurements of contingent liabilities arising from certain acquisitions using Level 3 unobservable inputs. These amounts relate to a change of control provision and expected earnout payments related to the number of existing point-of-sale The contingent liability related to a change of control was measured on the acquisition date using a Monte Carlo simulation model based on expected possible valuations of the Company upon a change of control and is remeasured at each reporting date due to changes in management’s expectations regarding possible future valuations of the Company, including considerations of changes in results of the Company, guideline public company multiples, and expected volatility. The contingent liability related to change of control was settled for 915,503 shares of Class A common stock in conjunction with the IPO. The contingent liabilities arising from expected earnout payments were measured on the acquisition date using a probability-weighted expected payment model and are remeasured periodically due to changes in management’s estimates of the number of existing point-of-sale Additional information regarding the contingent liabilities that are measured at fair value on a recurring basis is presented in the following tables: Fair value as of 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to change of control (a) $ 30.4 $ — $ — $ 30.4 Contingent liabilities related to earnout payments (a) 1.9 — — 1.9 Total contingent liabilities $ 32.3 $ — $ — $ 32.3 Fair value as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to earnout payments (a) $ 0.9 $ — $ — $ 0.9 Total contingent liabilities $ 0.9 $ — $ — $ 0.9 (a) Included in “Accrued expenses and other current liabilities” on the unaudited Condensed Consolidated Balance Sheets. The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Nine months ended 2019 2020 Balance at beginning of period $ 19.9 $ 32.3 Additions (a) — 1.7 Cash payments made for contingent liabilities related to earnout payments (2.3 ) (2.3 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units — (23.2 ) Fair value adjustments 15.0 (7.6 ) Balance at end of period $ 32.6 $ 0.9 (a) During the three months ended March 31, 2020, certain employment compensation agreements were amended. Consequently, previously recorded deferred compensation liabilities of $1.9 million associated with these agreements, included within “Other noncurrent liabilities” on the unaudited Condensed Consolidated Balance Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the unaudited Condensed Consolidated Balance Sheets. These contingent liabilities were settled at the IPO for 89,842 restricted stock units. Fair value adjustments are recorded within “General and administrative expenses” within the unaudited Condensed Consolidated Statements of Operations. There were no transfers into or out of Level 3 during the nine months ended September 30, 2020 and 2019. Other financial instruments not measured at fair value on the Company’s Consolidated Balance Sheets at December 31, 2019 and September 30, 2020 include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities as their estimated fair values reasonably approximate their carrying value as reported on the Consolidated Balance Sheets. The Company’s debt obligations are carried at their face value, which approximates fair value. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes As a result of the Reorganization Transactions and the IPO, the Company holds an economic interest in Shift4 Payments, LLC and consolidates its financial position and results. The remaining ownership of Shift4 Payments, LLC not held by the Company is considered a noncontrolling interest. Shift4 Payments, LLC is treated as a partnership for income tax reporting and its members, including the Company, are liable for federal, state, and local income taxes based on their share of the LLC’s taxable income. In addition, Shift4 Corporation, one of the operating subsidiaries of Shift4 Payments, LLC, is considered a C-Corporation The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Shift4 Payments, Inc. as of the IPO and as of September 30, 2020, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, which includes temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. Pursuant to the CARES Act, in June 2020, the Company submitted a carryback claim related to our net operating loss carryforward generated in 2018, which resulted in an income tax benefit of $0.6 million and is reflected in “Income tax benefit (provision)” in the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020. The Company’s effective tax rate was 2.3% and (6.6)% for the three months ended September 30, 2019 and 2020, respectively, and 2.3% and (1.1)% for the nine months ended September 30, 2019 and 2020, respectively. The income tax expense for the three and nine months ended September 30, 2019 was different than the U.S. federal statutory income tax rate of 21% primarily due to Shift4 Payments, LLC being treated as a partnership and not paying income tax. The income tax benefit for the three and nine months ended September 30, 2020 was different than the U.S. federal statutory income tax rate of 21% primarily due to the loss allocated to the noncontrolling interest and changes in the valuation allowances in the United States. In addition, the nine months ended September 30, 2020 includes a tax benefit of $0.6 million for a net operating loss carryback at Shift4 Corporation which was allowed due to the CARES Act. The Company’s income tax filings are subject to audit by various taxing jurisdictions. The statutes of limitations related to the U.S. federal income tax return and most state income tax returns are closed for all tax years up to and including 2016. No U.S. federal, state and local income tax returns are under examination by the respective taxing authorities. Tax Receivable Agreement The Company expects to obtain an increase in its share of the tax basis in the net assets of Shift4 Payments, LLC as LLC Interests are redeemed from or exchanged by Continuing Equity Owners, at the option of the Company, determined solely by the Company’s independent directors. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. In connection with the Reorganization Transactions and the IPO, the Company entered into the Tax Receivable Agreement, or TRA, with the Continuing Equity Owners. The TRA provides for the payment by Shift4 Payments, Inc. of 85% of the amount of any tax benefits the Company actually realizes, or in some cases is deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of Shift4 Payments, LLC resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA. The Company expects to benefit from the remaining 15% of any of cash savings that it realizes. The Company has not recognized any liability under the TRA after concluding it was not probable that such TRA Payments would be paid based on its estimates of future taxable income. No payments were made to the Continuing Equity Owners pursuant to the TRA during the three or nine months ended September 30, 2020. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of Shift4 Payments, Inc. in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the TRA liability may be considered probable at that time and recorded within earnings. If all of the remaining Continuing Equity Owners were to exchange all of their LLC Units, the Company would recognize a deferred tax asset of approximately $516.5 million and a TRA liability of approximately $439.0 million, assuming (i) that the Continuing Equity Owners redeemed or exchanged all of their LLC Units immediately as of September 30, 2020 at a price of $35.50 per share of its Class A common stock, (ii) no material changes in relevant tax law, (iii) a constant corporate tax rate of 24.2%, (iv) that the Company earns sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the TRA, and (v) that the blocker attributes are not limited pursuant to section 382 of the Internal Revenue Code. The actual amount of deferred tax assets and related liabilities are impacted by the timing of the exchanges, the valuation of Shift4 Corporation, the price of the Company’s shares of Class A common stock at the time of the exchange, and the tax rates then in effect. The Company may elect to completely terminate the TRA early only with the written approval of each of a majority of its independent directors, although it has no plans to do so at this time. As a result, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRA. |
Operating Lease Agreements
Operating Lease Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating Lease Agreements | 15. Operating Lease Agreements The Company has leases under noncancellable agreements which expire on various dates through November 30, 2028. Total rent expense, which is included in “General and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations, was $1.2 million and $2.6 million for the three and nine months ended September 30, 2019, respectively and $1.3 million and $4.7 million for the three and nine months ended September 30, 2020, respectively. The following are the future minimum rental payments required under the operating leases as of September 30, 2020: 2020 (remaining three months) $ 1.5 2021 5.6 2022 4.2 2023 2.7 2024 2.3 Thereafter 6.2 Total $ 22.5 The Company expects to receive future minimum lease payments for hardware provided under the Company’s SaaS agreements of $11.2 million from October 1, 2020 through September 30, 2021. See Notes 3 and 9 for more information on the accounting for these operating leases. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions The Company has a month-to-month month-to-month Shift4 Payments, LLC incurred management fees to its respective shareholders, prior to the IPO, which is included in “Professional fees” in the unaudited Condensed Consolidated Statements of Operations, of $0.5 million and $1.5 million for the three and nine months ended September 30, 2019, respectively and $0.8 million for the nine months ended September 30, 2020. The Company had $0.5 million in management fees outstanding as of December 31, 2019, included within “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. Management fees due to the Company’s respective shareholders were fully paid as of June 30, 2020 and are not required to be paid subsequent to the IPO. Rook entered into a margin loan agreement pursuant to which it pledged LLC Interests and shares of the Company’s Class A and Class B common stock (collectively, Rook Units) to secure a margin loan. If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 7,035,422 Rook units to satisfy Rook’s obligation. |
Redeemable Preferred Units
Redeemable Preferred Units | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Redeemable Preferred Units | 18. Redeemable Preferred Units As of December 31, 2019, Shift4 Payments, LLC had 430 non-convertible The redeemable preferred units earned a preferred dividend, which could be paid in cash or preferred units at a rate of 10.50% per annum, compounded quarterly. Any unpaid accumulated dividends were required to be paid prior to any other membership interest. The principal of the Redeemable Preferred units was payable only after all Common Unit holders were paid in full. The dividend was limited to $5.0 million each calendar year. Holders of redeemable preferred units were not entitled to vote on any matters of the Company’s affairs and had no preemptive rights. Redeemable preferred units could have been redeemed in cash, in whole or in part, at the option of the Company, at a redemption price equal to the stated value of the unit. In the event of the sale of the Company or qualified public offering (i.e., IPO with aggregate offering prices in excess of $150.0 million), each redeemable preferred unit became mandatorily redeemable at a redemption price equal to the stated value per unit (subject to the prior discharge of and full satisfaction of loans and the First Lien Term Loan Facility and Second Lien Term Loan Facility). As such, the redeemable preferred units were classified in temporary equity as they represented a contingently redeemable security. Redeemable preferred units could not have been transferred at any time, without prior consent of the Company. During the three months ended September 30, 2019, $1.4 million of preferred dividends were accrued and recognized as a reduction of “Members’ Deficit.” During the nine months ended September 30, 2019 and 2020, $3.9 million and $2.1 million, respectively, of preferred dividends were accrued and recognized as a reduction of “Members’ Deficit.” Total cumulative accrued but unpaid dividends as of December 31, 2019 were $1.2 million, and were recorded in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. Preferred dividends outstanding at the time of the IPO were $3.2 million, of which $0.9 million was settled in cash and $2.3 million was converted to LLC Interests in conjunction with the IPO. In connection with the Reorganization Transactions, the redeemable preferred units were converted into LLC Interests. |
Stockholders' Equity_Members' D
Stockholders' Equity/Members' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity/Members' Deficit | 19. Stockholders’ Equity/Members’ Deficit Structure prior to the Reorganization Transactions Prior to the completion of the Reorganization Transactions, Shift4 Payments, LLC had LLC Interests outstanding in the form of Class A Common units and Class B Common units. Immediately prior to the completion of the Reorganization Transactions, the LLC Interests of Shift4 Payments, LLC were beneficially owned as set forth below. • Searchlight owned 28,889,790 Class A units, representing 52.3% economic interest in Shift4 Payments, LLC. • Rook owned 25,829,016 Class A units, representing 46.7% economic interest in Shift4 Payments, LLC. • A former equity owner owned 528,150 Class B units, representing 1.0% economic interest in Shift4 Payments, LLC. Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the Company’s certificate of incorporation was amended and restated to, among other things, provide for the (i) authorization of 300,000,000 shares of Class A common stock with a par value of $0.0001 per share; (ii) authorization of 100,000,000 shares of Class B common stock with a par value of $0.0001 per share; (iii) authorization of 100,000,000 shares of Class C common stock with a par value of $0.0001 per share; and (iv) authorization of 20,000,000 shares of preferred stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote per share, and holders of Class B and Class C common stock are entitled to ten votes per share. Holders of Class A, Class B, and Class C common stock will vote together as a single class on all matters presented to the Company’s stockholders for their vote of approval, except for certain amendments to the Company’s Certificate of Incorporation or as otherwise required by law. Holders of the Class A and Class C common stock are entitled to receive dividends, and upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A and Class C common stock will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of the Company’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon dissolution or liquidation of the Company. Holders of Class A, Class B, and Class C common stock do not have pre-emptive one-to-one Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one Recapitalization of Shift4 Payments, LLC In connection with the Reorganization Transactions, and the amendment and restatement of the Shift4 Payments, LLC Agreement, the Company modified its capital structure and converted all existing ownership interests in Shift4 Payments, LLC (including the redeemable preferred units) into LLC Interests of a single class. In connection with the recapitalization: • A total of 528,150 LLC Interests held by a former equity owner were exchanged for an equal number of shares of Class A common stock of Shift4 Payments, Inc. • The Company acquired 15,513,817 LLC Interests from Searchlight in exchange for an equal number of shares of Class C common stock of Shift4 Payments, Inc. • The Company issued 915,503 shares of Class A common stock to satisfy a contingent liability of Shift4 Payments, LLC arising from a previous acquisition. In exchange, Shift4 Payments, LLC issued 915,503 LLC Interests to Shift4 Payments, Inc. • The Company issued 39,204,989 shares of Class B common stock to the Continuing Equity Owners on a one-for-one Initial Public Offering As described in Note 1, the Company completed its IPO of 17,250,000 shares of Class A common stock, including 2,250,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $23.00 per share. The Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock, which were valued by a third party at a price per share equal to the purchase price. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. The Company used the total proceeds to purchase newly issued LLC Interests from Shift4 Payments, LLC. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. Follow-on As described in Note 1, on September 15, 2020, the Company completed an offering of 2,000,000 shares of its Class A common stock, and Searchlight and a former equity owner, sold 7,856,373 and 143,627 shares, respectively, of Class A common stock at a price to the public of $48.50 per share. On October 6, 2020, Searchlight and a former equity owner sold an additional 1,473,070 and 26,930 shares, respectively, of Class A common stock pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from the Follow-on Follow-on Follow-on In connection with the Follow-on • The redemption by Searchlight of 3,637,501 LLC Interests in exchange for 3,637,501 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. On October 6, 2020, an additional 682,031 LLC Interests were exchanged for 682,031 shares of Class A common stock with an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 4,218,872 shares of Class C common stock held by Searchlight to 4,218,872 shares of Class A common stock. On October 6, 2020, an additional 791,039 shares of Class C common stock held by Searchlight were converted to 791,039 shares of Class A common stock. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 20. Noncontrolling Interests Shift4 Payments, Inc. is the sole managing member of Shift4 Payments, LLC, and consolidates the financial results of Shift4 Payments, LLC. The noncontrolling interests balance represents the economic interest in Shift4 Payments, LLC held by the Continuing Equity Owners. The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC: LLC Interests Ownership percentage Shift4 Continuing Total Shift4 Continuing Total Balances at June 4, 2020 38,832,816 39,204,989 78,037,805 49.8 % 50.2 % 100.0 % Issuance of LLC units 2,000,000 — 2,000,000 1.2 % (1.2 %) — Redemption of LLC units 3,637,501 (3,637,501 ) — 4.6 % (4.6 %) — Balances at September 30, 2020 44,470,317 35,567,488 80,037,805 55.6 % 44.4 % 100.0 % The Continuing Equity Holders have the right to require the Company to redeem their LLC Interests for, at the option of the Company, determined solely by the Company’s independent directors, newly-issued shares of Class A common stock on a one-for-one a one-for-one basis As described in Note 1, on September 15, 2020, the selling stockholders sold 8,000,000 shares of Class A common stock in the Follow-on |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 21. Employee Benefit Plan The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code covering full-time employees who meet minimum age and service requirements. The provisions of the plan include a discretionary corporate contribution. The Company’s expense for discretionary matching contributions, which is included in “General and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations, was $0.3 million and $0.8 million for the three and nine months ended September 30, 2019, respectively, and $0.1 million and $0.6 million for the three and nine months ended September 30, 2020, respectively. |
Equity-based Compensation
Equity-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | 22. Equity-based Compensation 2020 Incentive Award Plan In June 2020, the Company adopted the 2020 Incentive Award Plan, or 2020 Plan, which provides for the grant of stock options, restricted stock dividend equivalents, stock payments, RSUs, stock appreciation rights, and other stock or cash awards. A maximum of 5,750,000 shares of the Company’s common stock is available for issuance under the 2020 Plan. The number of shares available for issuance is subject to an annual increase on the first day of each year beginning in 2021 and ending in and including 2030, equal to the lesser of (1) 1% of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year and (2) such lesser amount as determined by the Company’s board of directors. RSUs RSUs represent the right to receive shares of the Company’s Class A common stock at a specified date in the future. In connection with the IPO, the Company granted 4,690,167 RSUs under the 2020 Plan, consisting of: • 2,475,830 RSUs not subject to continued service, which vest in June 2021. • 421,548 RSUs subject to continued service, which vest 50% in December 2020, and the remaining 50% in December 2021. • 1,764,535 RSUs subject to continued service, vesting in equal installments at each anniversary of the grant date, over a three-year period. • 28,254 RSUs subject to continued service, granted to non-employee non-employee non-employee The RSU activity for the three and nine months ended September 30, 2020 was as follows: Three months ended Nine months ended Number of Weighted Fair Value Number of Weighted Balance at beginning of period 4,629,812 $ 21.41 — $ — Granted 59,283 22.29 4,690,167 21.42 Vested — — — — Forfeited or cancelled (13,351 ) 23.00 (14,423 ) 23.00 Balance at end of period 4,675,744 $ 21.42 4,675,744 $ 21.42 The grant date fair value of RSUs subject to continued service was determined based on the IPO price of the Company’s Class A common stock of $23.00. The grant date fair value of the RSUs not subject to continued service was determined using the Finnerty discount for lack of marketability pricing model, taking into account the vesting provisions on the shares prior to June 2021. The Company recognized equity-based compensation expense of $6.2 million and $56.2 million for the three and nine months ended September 30, 2020, respectively. At September 30, 2020, the total unrecognized equity-based compensation expense related to outstanding RSUs was $44.0 million, which is expected to be recognized over a weighted-average period of 2.42 years. As of September 30, 2020, RSUs are the only form of equity-based compensation outstanding. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 23. Basic and Diluted Net Loss per Share The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions under the two-class Prior to the Reorganization Transactions and IPO, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. The Company analyzed the calculation of net loss per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these unaudited consolidated financial statements. Therefore, loss per unit information has not been presented for the three and nine months ended September 30, 2019. The basic and diluted net loss per share for the nine months ended September 30, 2020 represents only the period from June 5, 2020 to September 30, 2020, the period where the Company had outstanding Class A and Class C common stock. Basic net loss per share has been computed by dividing net loss attributable to common shareholders for the period subsequent to the Reorganization Transactions by the weighted average number of shares of common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been computed in a manner consistent with that of basic net loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. Three months ended September 30, 2020 June 5, 2020 September 30, 2020 Net loss $ (9.9 ) $ (12.0 ) Net loss attributable to noncontrolling interests (4.7 ) $ (5.7 ) Net loss attributable to common shareholders $ (5.2 ) $ (6.3 ) Numerator—Basic and Diluted: Net loss attributable to common shareholders $ (5.2 ) $ (6.3 ) Allocation of net loss among common shareholders: Net loss allocated to Class A common stock $ (2.9 ) $ (3.4 ) Net loss allocated to Class C common stock $ (2.3 ) $ (2.9 ) Denominator—Basic and Diluted: Weighted average shares of Class A common stock outstanding 23,309,247 22,363,399 Weighted average shares of Class C common stock outstanding 19,222,017 19,424,100 Net loss per share—Basic and Diluted: Class A common stock $ (0.12 ) $ (0.15 ) Class C common stock $ (0.12 ) $ (0.15 ) Excluded from the computation of diluted net loss per share for both the three and nine months ended September 30, 2020 are 2,171,660 employee RSUs and 46,170 non-employee |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 24. Supplemental Cash Flow Information Supplemental cash flow information consisted of the following: Nine months ended 2019 2020 Cash paid for income taxes, net of refunds $ 0.2 $ 0.8 Cash paid for interest $ 35.3 $ 33.0 Noncash financing activities Contingent consideration settled with Class A common stock $ — $ 21.1 Short-term financing for directors and officers insurance $ — $ 3.4 Preferred return on preferred stock settled with LLC Interests $ — $ 2.3 Offering costs not yet paid $ — $ 0.8 Accrued preferred return on redeemable preferred units $ 3.9 $ — Noncash operating activity Deferred compensation settled with restricted stock units $ — $ 2.1 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segments | 25. Segments Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker, or CODM, for the purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer, who reviews financial information on a consolidated level for purposes of allocating resources and evaluating financial performance, and as such, the Company’s operations constitute one operating segment and one reportable segment. No single customer accounted for more than 10% of the Company’s revenue during the three and nine months ended September 30, 2019 and 2020. The Company’s operations are concentrated in the United States. The following table summarizes gross revenue by revenue type: Three months ended Nine months ended 2019 2020 2019 2020 Payments-based revenue $ 171.9 $ 196.8 $ 465.4 $ 494.4 Subscription and other revenues 21.9 18.0 63.9 61.6 Total gross revenue 193.8 214.8 529.3 556.0 Less: network fees 114.1 127.1 308.0 321.8 Less: Other costs of sales 33.1 36.2 92.5 105.9 Gross profit $ 46.6 $ 51.5 $ 128.8 $ 128.3 |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | Nov. 05, 2019 | Sep. 30, 2020 |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The balance sheets are presented in accordance with accounting principles generally accepted in the United States. Separate statements of operations, changes in shareholders’ equity, and cash flows have not been presented because the Company has not engaged in any activities except in connection with its formation. | Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and the applicable rules and regulations of the SEC for interim financial information. As such, these financial statements do not include all information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2019 Condensed Consolidated Balance Sheet was derived from audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements are unaudited; however, in the opinion of management, they reflect all adjustments consisting only of normal recurring adjustments necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods. The results of operations for the interim periods presented are not necessarily indicative of results for the full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2019 included in the prospectus dated September 10, 2020 (File No. 333-248663), The consolidated financial statements presented herein include the financial statements of Shift4 Payments, Inc. and its wholly owned subsidiaries, Shift4 Payments, LLC, MSI Merchant Services Holdings, LLC, Harbortouch Financial, LLC, Harbortouch Lithuania, Future POS, LLC, Restaurant Manager, LLC, POSitouch, LLC, Independent Resources Network, LLC, S4-ML Holdings, |
Initial Public Offering and Concurrent Private Placement | Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission, or the SEC, declared effective the Company’s Registration Statement on Form S-1 No. 333-238307), | |
Reorganization Transactions | Reorganization Transactions In connection with the IPO, the Company completed the following transactions, or the Reorganization Transactions: • The limited liability company agreement of Shift4 Payments, LLC was amended and restated to, among other things, (1) convert all existing ownership interests in Shift4 Payments, LLC (including redeemable preferred units) into a single class of LLC Interests and (2) appoint Shift4 Payments, Inc. as the sole managing member of Shift4 Payments, LLC. See Note 19 for additional information. • The certificate of incorporation of Shift4 Payments, Inc. was amended to, among other things, authorize three classes of common stock: Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class A and Class C common stock have both voting and economic rights while Class B common stock has voting rights but no economic rights. See Note 19 for additional information. • The Company acquired all the LLC Interests held by a former equity owner of Shift4 Payments, LLC in exchange for an equivalent number of shares of Class A common stock. See Note 19 for additional information. • The Company acquired a portion of the LLC Interests held by certain affiliates of Searchlight Capital Partners, or Searchlight, in exchange for shares of Class B and Class C common stock. The Reorganization Transactions resulted in the Company becoming the sole managing member of Shift4 Payments, LLC. As the sole managing member of Shift4 Payments, LLC, the Company operates and controls all of the business and affairs of Shift4 Payments, LLC. Accordingly, the Company consolidates the financial results of Shift4 Payments, LLC, and reports a noncontrolling interest in its consolidated financial statements representing the economic interest in Shift4 Payments, LLC held by Rook and Searchlight (together, the Continuing Equity Owners). As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for the periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Shift4 Payments, Inc. had no operations. | |
Follow-on Offering | Follow-on On September 15, 2020, the Company completed a follow-on Follow-on Follow-on Follow-on Follow-on In connection with the Follow-on • The redemption by Searchlight of 3,637,501 LLC Interests in exchange for 3,637,501 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. On October 6, 2020, an additional 682,031 LLC Interests were exchanged for 682,031 shares of Class A common stock with an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 4,218,872 shares of Class C common stock held by Searchlight to 4,218,872 shares of Class A common stock. On October 6, 2020, an additional of 791,039 shares of Class C common stock held by Searchlight, were converted to 791,039 shares of Class A common stock. | |
Liquidity and Management's Plan | Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 shelter-in non-essential, The Company took proactive measures in April 2020 to reduce costs, preserve adequate liquidity and maintain its financial position. These included limiting discretionary spending across the organization, reducing spending through reprioritizing its capital projects, instituting a company-wide hiring freeze, reducing salaries for management across the organization, furloughing approximately 25% of its workforce and accelerating expense reduction plans related to previous acquisitions. Since late March, the Company has seen a significant recovery in its end-to-end end-to-end COVID-19 As of September 30, 2020, the Company had $450.0 million outstanding under the First Lien Term Loan Facility and was in compliance with the financial covenants under its debt agreements. The Company expects to be in compliance for at least 12 months following issuance of these unaudited condensed consolidated financial statements. See Notes 11 and 26 for further information on the Company’s debt obligations. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying unaudited condensed consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of contingent liabilities related to earnout payments and change of control, allowance for doubtful accounts and noncontrolling interests. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. Additionally, the full impact of the COVID-19 | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 to Shift4 Payments, LLC’s consolidated financial statements as of and for the years ended December 31, 2018 and 2019 in the Prospectus. There have been no significant changes to these policies which have had a material impact on the Company’s interim unaudited condensed consolidated financial statements and related notes during the three and nine months ended September 30, 2020, except as noted below. | |
Noncontrolling Interests | Noncontrolling Interests The noncontrolling interests represent the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. | |
Equity-based Compensation | Equity-based Compensation In connection with the IPO, the Company issued Restricted Stock Units, or RSUs, to certain employees and non-employee | |
Income Taxes | Income Taxes As a result of the Reorganization Transactions, Shift4 Payments, Inc. became the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning Uncertain tax positions are recorded in accordance with ASC 740, Income Taxes two-step more-likely-than-not The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the unaudited Condensed Consolidated Statements of Operations. | |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company applies the two-class two-class share-for-share | |
Equipment for Lease | Equipment for Lease Equipment for lease represents terminals and point-of-sale Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of 3 years. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) 2018-13 Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02: Leases 2018-10: Codification Improvements to Topic 842, Leases 2018-10, 2018-11: Leases (Topic 842) Targeted Improvements 2018-11 2018-20: Leases (Topic 842)—Narrow Scope Improvements for Lessors 2018-10 2018-20 2016-02. 2018-11 2016-02 ASU 2018-11 non-lease In June 2016, the FASB issued ASU 2016-13: Financial Instruments —Credit Losses (Topic 326) 2016-13 In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment 2017-04 In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract 2018-15 internal-use 2018-15 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. 2019-12 2019-12 2019-12 In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform the impact of ASU 2020-04 on the |
Merchant Link Acquisition (Tabl
Merchant Link Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. In the three months ended March 31, 2020, the Company made a measurement period adjustment of $(0.7) million to accounts receivable with a corresponding increase to goodwill to reflect facts and circumstances in existence as of the effective date of the acquisition. Cash $ 3.8 Accounts receivable 7.5 Prepaid expenses and other current assets 1.9 Property, plant and equipment 2.4 Inventory 1.7 Other intangible assets 20.4 Goodwill (a) 30.2 Accounts payable (1.5 ) Accrued expenses and other current liabilities (2.1 ) Deferred revenue (0.3 ) Net assets acquired 64.0 Less: cash acquired (3.8 ) Net cash paid for acquisition $ 60.2 (a) Goodwill is deductible for tax purposes. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Effect of Lease Modifications | Under ASC 606, the Company has three separate performance obligations under its recurring SaaS fees for point-of-sale (1) point-of-sale The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. The effect of the lease modifications on the unaudited condensed consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance Balance Effect of Contract assets, net $ 11.3 $ — $ (11.3 ) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5 ) Other operating (income) expense, net (12.4 ) |
Schedule of Disaggregation of Revenue | Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three months ended Nine months ended 2019 2020 2019 2020 Payments-based revenue $ 171.9 $ 196.8 $ 465.4 $ 494.4 Subscription and other revenues 21.9 18.0 63.9 61.6 Total $ 193.8 $ 214.8 $ 529.3 $ 556.0 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three months ended Nine months ended 2019 2020 2019 2020 Over-time revenue $ 182.7 $ 210.3 $ 496.5 $ 533.8 Point-in-time 11.1 4.5 32.8 22.2 Total $ 193.8 $ 214.8 $ 529.3 $ 556.0 |
Summary of Annual Service Fees and Regulatory Compliance Fees | The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within “Gross revenue” in its unaudited Condensed Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Three months ended Nine months ended 2019 2020 2019 2020 Annual service fees and regulatory compliance fees $ 2.8 $ 3.5 $ 8.6 $ 10.3 Amount of these fees included in deferred revenue at beginning of period 2.2 2.6 2.7 3.3 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of Changes in Restructuring Accrual | The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.4 ) (1.5 ) (2.9 ) Accretion of interest (a) 0.4 — 0.4 Balance at September 30, 2020 $ 3.2 $ — $ 3.2 (a) Accretion of interest is included within “Restructuring expenses” in the unaudited Condensed Consolidated Statements of Operations. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: December 31, September 30, Terminal systems and components $ 5.9 $ 0.7 Point-of-sale 2.6 0.5 Total inventory $ 8.5 $ 1.2 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2019 $ 421.3 Measurement period adjustment (Note 2) 0.7 Balance at September 30, 2020 $ 422.0 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following: Weighted Amortization (in years) December 31, 2019 Carrying Accumulated Net Merchant relationships 8 $ 176.8 $ 81.1 $ 95.7 Acquired technology 10 105.2 32.2 73.0 Trademarks and trade names 9 55.5 30.1 25.4 Noncompete agreements 2 3.9 3.6 0.3 Capitalized software development costs 3 14.9 2.0 12.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 15.7 9.8 5.9 Total intangible assets $ 372.1 $ 158.9 $ 213.2 Weighted Average Amortization Period (in years) September 30, 2020 Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 176.8 $ 100.0 $ 76.8 Acquired technology 10 105.2 40.2 65.0 Trademarks and trade names 9 55.5 36.8 18.7 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 3 21.7 4.8 16.9 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 18.1 12.5 5.6 Total intangible assets $ 381.3 $ 198.3 $ 183.0 (a) Residual commission buyouts include contingent payments of $2.7 million and $3.1 million as of December 31, 2019 and September 30, 2020, respectively. |
Schedule of Estimated Amortization Expense for Intangible Assets | As of September 30, 2020, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2020 (remaining three months) 13.1 2021 48.6 2022 31.6 2023 20.4 2024 18.4 Thereafter 50.9 Total $ 183.0 |
Schedule of Amounts Charged to Expense in Amortization of Intangible Assets | Amounts charged to expense in the unaudited Condensed Consolidated Statements of Operations for amortization of intangible assets were as follows: Three months ended Nine months ended 2019 2020 2019 2020 Depreciation and amortization expense $ 9.5 $ 9.8 $ 28.2 $ 28.7 Cost of sales 3.3 3.4 8.8 10.6 Total $ 12.8 $ 13.2 $ 37.0 $ 39.3 |
Capitalized Acquisition Costs_2
Capitalized Acquisition Costs, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Text Block [Abstract] | |
Summary of Estimated Future Amortization Expense for Capitalized Acquisition Costs | As of September 30, 2020, the estimated future amortization expense for capitalized acquisition costs is as follows: 2020 (remaining three months) $ 4.2 2021 14.2 2022 9.2 2023 2.1 Total $ 29.7 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property,Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: December 31, September 30, Equipment $ 13.3 $ 14.8 Capitalized software 7.1 7.7 Leasehold improvements 11.3 11.5 Furniture and fixtures 2.9 3.0 Vehicles 0.2 0.2 Total property and equipment, gross 34.8 37.2 Less: Accumulated depreciation (19.4 ) (23.2 ) Total property and equipment, net $ 15.4 $ 14.0 |
Summary of Amounts Charged to Expense in the Unaudited Condensed Consolidated Statements of Operations for Depreciation | Amounts charged to expense in the unaudited Condensed Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Three months ended Nine months ended 2019 2020 2019 2020 Depreciation and amortization expense $ 0.7 $ 0.8 $ 1.5 $ 2.7 Cost of sales 0.4 0.4 1.0 1.2 Total depreciation expense $ 1.1 $ 1.2 $ 2.5 $ 3.9 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The Company’s outstanding debt consisted of the following: December 31, September 30, First Lien Term Loan Facility $ 511.1 $ 450.0 Second Lien Term Loan Facility 130.0 — Revolving Credit Facility 21.0 — Other financing arrangements — 1.8 Total borrowings 662.1 451.8 Less: Current portion of debt (5.3 ) (1.8 ) 656.8 450.0 Less: Unamortized capitalized financing costs (21.7 ) (12.3 ) Total long-term debt $ 635.1 $ 437.7 |
Other Consolidated Balance Sh_2
Other Consolidated Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, September 30, Prepaid insurance $ 1.2 $ 3.8 Other prepaid expenses (a) 4.9 5.8 Agent and employee loan receivables 0.5 0.4 Taxes receivable — 2.0 Deferred IPO-related 2.0 — Other current assets 0.2 0.3 Total prepaid expenses and other current assets $ 8.8 $ 12.3 (a) Other prepaid expenses include prepayments related to information technology, rent, tradeshows and conferences. (b) Primarily includes attorney and consulting fees in support of the Company’s IPO, which, at the time of the IPO, were offset against the gross proceeds of the IPO within “Additional paid-in |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, September 30, Contingent liabilities related to earnout payments and change of control (a) $ 32.3 $ 0.9 Accrued interest 9.2 4.2 Residuals payable 5.5 7.2 Taxes payable 1.0 0.8 Deferred tenant reimbursement allowance 3.6 3.2 Restructuring accrual 2.9 1.4 Accrued payroll 2.3 3.0 Deferred employer social security tax pursuant to the CARES Act — 1.3 Other current liabilities 4.1 4.5 Total accrued expenses and other current liabilities $ 60.9 $ 26.5 (a) Represents contingent liabilities arising from certain past acquisitions. See Note 13 for information on contingent liabilities related to earnout payments and change of control. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Additional Information Regarding Contingent Liabilities that are Measured at Fair Value on a Recurring Basis | Additional information regarding the contingent liabilities that are measured at fair value on a recurring basis is presented in the following tables: Fair value as of 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to change of control (a) $ 30.4 $ — $ — $ 30.4 Contingent liabilities related to earnout payments (a) 1.9 — — 1.9 Total contingent liabilities $ 32.3 $ — $ — $ 32.3 Fair value as of Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent liabilities related to earnout payments (a) $ 0.9 $ — $ — $ 0.9 Total contingent liabilities $ 0.9 $ — $ — $ 0.9 (a) Included in “Accrued expenses and other current liabilities” on the unaudited Condensed Consolidated Balance Sheets. |
Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities | The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Nine months ended 2019 2020 Balance at beginning of period $ 19.9 $ 32.3 Additions (a) — 1.7 Cash payments made for contingent liabilities related to earnout payments (2.3 ) (2.3 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units — (23.2 ) Fair value adjustments 15.0 (7.6 ) Balance at end of period $ 32.6 $ 0.9 (a) During the three months ended March 31, 2020, certain employment compensation agreements were amended. Consequently, previously recorded deferred compensation liabilities of $1.9 million associated with these agreements, included within “Other noncurrent liabilities” on the unaudited Condensed Consolidated Balance Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the unaudited Condensed Consolidated Balance Sheets. These contingent liabilities were settled at the IPO for 89,842 restricted stock units. |
Operating Lease Agreements (Tab
Operating Lease Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of Future Minimum Rental Payments Under Operating Lease | The following are the future minimum rental payments required under the operating leases as of September 30, 2020: 2020 (remaining three months) $ 1.5 2021 5.6 2022 4.2 2023 2.7 2024 2.3 Thereafter 6.2 Total $ 22.5 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership of LLC Interests | The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC: LLC Interests Ownership percentage Shift4 Continuing Total Shift4 Continuing Total Balances at June 4, 2020 38,832,816 39,204,989 78,037,805 49.8 % 50.2 % 100.0 % Issuance of LLC units 2,000,000 — 2,000,000 1.2 % (1.2 %) — Redemption of LLC units 3,637,501 (3,637,501 ) — 4.6 % (4.6 %) — Balances at September 30, 2020 44,470,317 35,567,488 80,037,805 55.6 % 44.4 % 100.0 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of RSU Activity | The RSU activity for the three and nine months ended September 30, 2020 was as follows: Three months ended Nine months ended Number of Weighted Fair Value Number of Weighted Balance at beginning of period 4,629,812 $ 21.41 — $ — Granted 59,283 22.29 4,690,167 21.42 Vested — — — — Forfeited or cancelled (13,351 ) 23.00 (14,423 ) 23.00 Balance at end of period 4,675,744 $ 21.42 4,675,744 $ 21.42 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions under the two-class Prior to the Reorganization Transactions and IPO, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. The Company analyzed the calculation of net loss per unit for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these unaudited consolidated financial statements. Therefore, loss per unit information has not been presented for the three and nine months ended September 30, 2019. The basic and diluted net loss per share for the nine months ended September 30, 2020 represents only the period from June 5, 2020 to September 30, 2020, the period where the Company had outstanding Class A and Class C common stock. Basic net loss per share has been computed by dividing net loss attributable to common shareholders for the period subsequent to the Reorganization Transactions by the weighted average number of shares of common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been computed in a manner consistent with that of basic net loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. Three months ended September 30, 2020 June 5, 2020 September 30, 2020 Net loss $ (9.9 ) $ (12.0 ) Net loss attributable to noncontrolling interests (4.7 ) $ (5.7 ) Net loss attributable to common shareholders $ (5.2 ) $ (6.3 ) Numerator—Basic and Diluted: Net loss attributable to common shareholders $ (5.2 ) $ (6.3 ) Allocation of net loss among common shareholders: Net loss allocated to Class A common stock $ (2.9 ) $ (3.4 ) Net loss allocated to Class C common stock $ (2.3 ) $ (2.9 ) Denominator—Basic and Diluted: Weighted average shares of Class A common stock outstanding 23,309,247 22,363,399 Weighted average shares of Class C common stock outstanding 19,222,017 19,424,100 Net loss per share—Basic and Diluted: Class A common stock $ (0.12 ) $ (0.15 ) Class C common stock $ (0.12 ) $ (0.15 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information consisted of the following: Nine months ended 2019 2020 Cash paid for income taxes, net of refunds $ 0.2 $ 0.8 Cash paid for interest $ 35.3 $ 33.0 Noncash financing activities Contingent consideration settled with Class A common stock $ — $ 21.1 Short-term financing for directors and officers insurance $ — $ 3.4 Preferred return on preferred stock settled with LLC Interests $ — $ 2.3 Offering costs not yet paid $ — $ 0.8 Accrued preferred return on redeemable preferred units $ 3.9 $ — Noncash operating activity Deferred compensation settled with restricted stock units $ — $ 2.1 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summarizes of Gross Revenue by Revenue | The following table summarizes gross revenue by revenue type: Three months ended Nine months ended 2019 2020 2019 2020 Payments-based revenue $ 171.9 $ 196.8 $ 465.4 $ 494.4 Subscription and other revenues 21.9 18.0 63.9 61.6 Total gross revenue 193.8 214.8 529.3 556.0 Less: network fees 114.1 127.1 308.0 321.8 Less: Other costs of sales 33.1 36.2 92.5 105.9 Gross profit $ 46.6 $ 51.5 $ 128.8 $ 128.3 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) - USD ($) | Nov. 05, 2019 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 1,000 | 1,000 |
Common share issued during period | 100 | |
Common share value during period | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Nov. 05, 2019 | |
Loss Contingencies [Line Items] | |||||
Commitments or contingencies | $ 0 | $ 0 | |||
Equity-based compensation | $ 50 | $ 6.2 | |||
Share Price | $ 23 | $ 23 | |||
RSUs | |||||
Loss Contingencies [Line Items] | |||||
Share issued | 4,629,812 | 4,675,744 | 4,675,744 | ||
Initial Public Offering | |||||
Loss Contingencies [Line Items] | |||||
Equity-based compensation | $ 56.9 | ||||
Initial Public Offering | RSUs | |||||
Loss Contingencies [Line Items] | |||||
Share issued | 2,475,830 | 2,475,830 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) $ in Millions | May 31, 2020USD ($) |
Maximum | Subsequent Event [Member] | Class C Common Stock | Private Placement | |
Subsequent Event [Line Items] | |
Common stock purchase | $ 100 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Sep. 15, 2020 | Jun. 09, 2020 | Nov. 05, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 100 | ||||||
Outstanding debt | $ 451.8 | $ 662.1 | |||||
Initial Public Offering | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Share price per share | $ 23 | ||||||
Proceeds from issuance of common stock | $ 362.6 | ||||||
IPO and Private Placement | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of common stock | $ 462.6 | ||||||
First Lien Term Loan Facility | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Outstanding debt | $ 450 | $ 511.1 | |||||
Class A Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 17,250,000 | ||||||
Stock exchange | 7,856,373 | ||||||
Class A Common Stock | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | 682,031 | ||||||
Class A Common Stock | Initial Public Offering | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 17,250,000 | ||||||
Share price per share | $ 23 | ||||||
Proceeds from issuance of common stock | $ 362.6 | ||||||
Payment for underwriting discounts and commissions and offering expenses | $ 34.2 | ||||||
Class A Common Stock | Underwriters Option [Member] | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 1,473,070 | ||||||
Class A Common Stock | Underwriters Option [Member] | Former Equity Owner | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 26,930 | ||||||
Class A Common Stock | Follow On Offering [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 2,000,000 | ||||||
Class A Common Stock | Follow On Offering [Member] | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of common stock | $ 91.8 | ||||||
Underwriting discounts and commissions and offering expenses | $ 5.2 | ||||||
Class A Common Stock | Follow On Offering [Member] | Searchlight Capital Partners, L.P. | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 7,856,373 | ||||||
Share price per share | $ 48.50 | ||||||
Class A Common Stock | Follow On Offering [Member] | Former Equity Owner | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 143,627 | ||||||
Class A Common Stock | Underwriters Option | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 2,250,000 | ||||||
Class C Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 4,625,346 | 4,625,346 | |||||
Stock exchange | (4,218,872) | ||||||
Class C Common Stock | Searchlight Capital Partners, L.P. | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | 4,218,872 | ||||||
Class C Common Stock | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | 791,039 | ||||||
Class C Common Stock | Private Placement | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Common stock issued and sold | 4,625,346 | ||||||
Proceeds from issuance of common stock | $ 100 | ||||||
Class B Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | (3,637,501) | ||||||
Class B Common Stock | Searchlight Capital Partners, L.P. | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | 3,637,501 | ||||||
Class B Common Stock | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock exchange | 682,031 |
Merchant Link Acquisition - Add
Merchant Link Acquisition - Additional Information (Detail) - USD ($) $ in Millions | Aug. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Business acquisition, net of cash acquired | $ 60.2 | |||
Measurement period adjustment, increase to goodwill | $ 0.7 | |||
Merchant Link Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business acquisition date | Aug. 31, 2019 | |||
Business acquisition, percentage of membership interests acquired | 100.00% | |||
Business acquisition, consideration transferred | $ 64 | |||
Business acquisition, net of cash acquired | $ 60.2 | |||
Business acquisition, percentage of customer base integrated | 80.00% | |||
Measurement period adjustment, increase to goodwill | $ (0.7) | |||
Measurement period adjustment, increase to goodwill | $ (0.7) |
Merchant Link Acquisition - Sch
Merchant Link Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Aug. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 422 | $ 421.3 | ||
Net cash paid for acquisition | $ 60.2 | |||
Merchant Link Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 3.8 | |||
Accounts receivable | 7.5 | |||
Prepaid expenses and other current assets | 1.9 | |||
Property, plant and equipment | 2.4 | |||
Inventory | 1.7 | |||
Other intangible assets | 20.4 | |||
Goodwill | 30.2 | |||
Accounts payable | (1.5) | |||
Accrued expenses and other current liabilities | (2.1) | |||
Deferred revenue | (0.3) | |||
Net assets acquired | 64 | |||
Less: cash acquired | (3.8) | |||
Net cash paid for acquisition | $ 60.2 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | |||||
Accumulated deficit | $ (262.6) | $ (178.4) | |||
Revenue, practical expedient description | The Company has three separate performance obligations under its recurring SaaS fees for point-of-sale systems provided to merchants (1) point-of-sale software, (2) lease of hardware and (3) other support services. | The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. | |||
Revenue, practical expedient | true | ||||
Deferred revenue | $ 8.2 | $ 8.2 | $ 8.1 | 5.6 | |
Capitalized acquisition costs, net (Note 8) | $ 29.7 | $ 26.4 | |||
Effect of Change | |||||
Disaggregation Of Revenue [Line Items] | |||||
Deferred revenue | (0.5) | $ (0.5) | |||
Effect of Change | Accounting Standards Update 2014-09 [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Accumulated deficit | $ 7 | ||||
Number of revenue performance obligations | 3 | ||||
Revenue performance obligation description | The Company has elected to apply a practical expedient for contracts that have a term of one year or less and has not disclosed either the remaining performance obligation as of the end of the reporting period or when the Company expects to recognize the revenue. | ||||
Effect of Change | Accounting Standards Update 2014-09 [Member] | Other Operating (Income) Expense, Net | |||||
Disaggregation Of Revenue [Line Items] | |||||
Operating lease cost | $ 12.4 |
Revenue - Effect of Lease Modif
Revenue - Effect of Lease Modifications (Detail) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Financial Statement After Lease Modification [Line Items] | |||
Contract assets, net | $ 6.8 | ||
Accounts receivable, net | $ 68.6 | $ 91.3 | 78.6 |
Equipment under lease | 23.3 | ||
Deferred revenue | 8.2 | 8.1 | $ 5.6 |
Other operating (income) expense, net | $ 12.4 | ||
Balance Prior to Lease Modification | |||
Financial Statement After Lease Modification [Line Items] | |||
Contract assets, net | 11.3 | ||
Accounts receivable, net | 67.7 | ||
Deferred revenue | 7.7 | ||
Effect of Change | |||
Financial Statement After Lease Modification [Line Items] | |||
Contract assets, net | (11.3) | ||
Accounts receivable, net | 0.9 | ||
Equipment under lease | 23.3 | ||
Deferred revenue | (0.5) | ||
Other operating (income) expense, net | $ (12.4) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 214.8 | $ 193.8 | $ 556 | $ 529.3 |
Over-time Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 210.3 | 182.7 | 533.8 | 496.5 |
Point-in-time Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 4.5 | 11.1 | 22.2 | 32.8 |
Payments-based Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 196.8 | 171.9 | 494.4 | 465.4 |
Subscription-based revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 18 | $ 21.9 | $ 61.6 | $ 63.9 |
Revenue - Summary of Annual Ser
Revenue - Summary of Annual Service Fees and Regulatory Compliance Fees (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | $ 214.8 | $ 193.8 | $ 556 | $ 529.3 |
Annual Service Fees and Regulatory Compliance Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | 3.5 | 2.8 | 10.3 | 8.6 |
Amount of These Fees Included in Deferred Revenue at Beginning of Period | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | $ 2.6 | $ 2.2 | $ 3.3 | $ 2.7 |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in Restructuring Accrual (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Balance | $ 5.7 | |||
Severance payments | (2.9) | |||
Accretion of interest | $ 0.1 | $ 0.1 | 0.4 | $ 0.4 |
Balance | 3.2 | 3.2 | ||
2018 Restructuring Activities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance | 4.2 | |||
Severance payments | (1.4) | |||
Accretion of interest | 0.4 | |||
Balance | $ 3.2 | 3.2 | ||
2019 Restructuring Activities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance | 1.5 | |||
Severance payments | $ (1.5) |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||||
Accretion of interest recognized related to restructuring activities | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.4 | ||
Restructuring expenses | 0.1 | $ 3.4 | 0.4 | $ 3.7 | ||
Restructuring accrual, current portion | 1.4 | 1.4 | $ 2.9 | |||
Restructuring accrual outstanding | 3.2 | 3.2 | 5.7 | |||
Restructuring accrual outstanding expected to be paid in 2020 | 0.4 | 0.4 | ||||
Restructuring accrual outstanding expected to be paid in 2021 | 1.6 | 1.6 | ||||
Restructuring accrual outstanding expected to be paid in 2022 | 1.6 | 1.6 | ||||
Accretion of interest | 0.4 | 0.4 | ||||
Accrued Expenses and Other Current Liabilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring accrual, current portion | 1.4 | 1.4 | 2.9 | |||
Other Noncurrent Liabilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring accrual, noncurrent portion | $ 1.8 | $ 1.8 | $ 2.8 | |||
Merchant Link Acquisition | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring expenses | $ 3.3 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories [Line Items] | ||
Total inventory | $ 1.2 | $ 8.5 |
Terminal Systems and Components | ||
Inventories [Line Items] | ||
Total inventory | 0.7 | 5.9 |
Point-of-Sale Systems and Components | ||
Inventories [Line Items] | ||
Total inventory | $ 0.5 | $ 2.6 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2019 | $ 421.3 |
Measurement period adjustment (Note 2) | 0.7 |
Balance at September 30, 2020 | $ 422 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 381.3 | $ 372.1 |
Accumulated Amortization | 198.3 | 158.9 |
Net Carrying Value | $ 183 | $ 213.2 |
Merchant Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 8 years | 8 years |
Carrying Value | $ 176.8 | $ 176.8 |
Accumulated Amortization | 100 | 81.1 |
Net Carrying Value | $ 76.8 | $ 95.7 |
Acquired Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 10 years | 10 years |
Carrying Value | $ 105.2 | $ 105.2 |
Accumulated Amortization | 40.2 | 32.2 |
Net Carrying Value | $ 65 | $ 73 |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | 9 years |
Carrying Value | $ 55.5 | $ 55.5 |
Accumulated Amortization | 36.8 | 30.1 |
Net Carrying Value | $ 18.7 | $ 25.4 |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | 2 years |
Carrying Value | $ 3.9 | $ 3.9 |
Accumulated Amortization | $ 3.9 | 3.6 |
Net Carrying Value | $ 0.3 | |
Capitalized Software Development Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Carrying Value | $ 21.7 | $ 14.9 |
Accumulated Amortization | 4.8 | 2 |
Net Carrying Value | $ 16.9 | $ 12.9 |
Leasehold Interest | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | 2 years |
Carrying Value | $ 0.1 | $ 0.1 |
Accumulated Amortization | $ 0.1 | $ 0.1 |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Carrying Value | $ 18.1 | $ 15.7 |
Accumulated Amortization | 12.5 | 9.8 |
Net Carrying Value | $ 5.6 | $ 5.9 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Parenthetical) (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Contingent payment | $ 3.1 | $ 2.7 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Schedule of Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remaining three months) | $ 13.1 | |
2021 | 48.6 | |
2022 | 31.6 | |
2023 | 20.4 | |
2024 | 18.4 | |
Thereafter | 50.9 | |
Total | $ 183 | $ 213.2 |
Other Intangible Assets, Net _4
Other Intangible Assets, Net - Schedule of Amounts Charged to Expense in Amortization of Intangible Assets (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 13.2 | $ 12.8 | $ 39.3 | $ 37 |
Depreciation And Amortization Expense | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 9.8 | 9.5 | 28.7 | 28.2 |
Cost of Sales | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 3.4 | $ 3.3 | $ 10.6 | $ 8.8 |
Capitalized Acquisition Costs_3
Capitalized Acquisition Costs, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Capitalized Contract Cost [Line Items] | |||||
Capitalized acquisition cost, net | $ 29.7 | $ 29.7 | $ 26.4 | ||
Capitalized acquisition cost, gross carrying value | 52.3 | 52.3 | 39.2 | ||
Capitalized acquisition cost, accumulated amortization | $ 22.6 | $ 22.6 | $ 12.8 | ||
Capitalized acquisition costs, weighted average amortization period | 3 years | 3 years | 4 years | ||
Cost of Sales | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized acquisition cost, amortization expense | $ 4.2 | $ 2.5 | $ 11.2 | $ 6.9 |
Capitalized Acquisition Costs_4
Capitalized Acquisition Costs, Net - Summary of Estimate Future Amortization Expense for Capitalized Acquisition Costs (Detail) $ in Millions | Sep. 30, 2020USD ($) |
Capitalized Acquisition Costs Net [Abstract] | |
2020 (remaining three months) | $ 4.2 |
2021 | 14.2 |
2022 | 9.2 |
2023 | 2.1 |
Total | $ 29.7 |
Equipment for Lease, Net - Addi
Equipment for Lease, Net - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Leases [Abstract] | ||
Carrying value | $ 36 | $ 36 |
Accumulated depreciation | 3.3 | 3.3 |
Net carrying value | 32.7 | 32.7 |
Equipment not yet initially deployed to merchant and accordingly is not being depreciated | 7.3 | 7.3 |
Equipment under lease, depreciation | $ 5.7 | $ 5.7 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property,Plant and Equipment, Net (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 37.2 | $ 34.8 |
Less: Accumulated depreciation | (23.2) | (19.4) |
Total property and equipment, net | 14 | 15.4 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 14.8 | 13.3 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 7.7 | 7.1 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 11.5 | 11.3 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 3 | 2.9 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 0.2 | $ 0.2 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Summary of Amounts Charged to Expense in the Unaudited Condensed Consolidated Statements of Operations for Depreciation (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 16.2 | $ 10.1 | $ 37.1 | $ 29.7 |
Cost of sales | 0.4 | 0.4 | 1.2 | 1 |
Total depreciation expense | 1.2 | 1.1 | 3.9 | 2.5 |
Depreciation And Amortization Expense | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 0.8 | $ 0.7 | $ 2.7 | $ 1.5 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 451.8 | $ 662.1 |
Less: Current portion of debt | (1.8) | (5.3) |
Total debt | 450 | 656.8 |
Less: Unamortized capitalized financing costs | (12.3) | (21.7) |
Total long-term debt | 437.7 | 635.1 |
First Lien Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | 450 | 511.1 |
Second Lien Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | 130 | |
Other Financing Arrangements | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 1.8 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 21 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Nov. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 31, 2019 | Apr. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 560,000,000 | |||||||||
Loss on extinguishment of debt | $ 7,100,000 | |||||||||
Amortization of capitalized financing fees | $ 800,000 | $ 900,000 | 2,900,000 | $ 2,800,000 | ||||||
Proceeds from lines of credit | 68,500,000 | 70,000,000 | ||||||||
Outstanding borrowings repaid | $ 89,500,000 | $ 20,000,000 | ||||||||
First Lien Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 430,000,000 | $ 520,000,000 | $ 450,000,000 | |||||||
Debt instrument, maturity date | Nov. 30, 2024 | |||||||||
Debt instrument, principal pre-payment | $ 59,800,000 | |||||||||
Debt instrument, interest rate | 5.50% | 5.50% | ||||||||
First Lien Term Loan Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, variable interest rate | 4.50% | |||||||||
Second Lien Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 130,000,000 | |||||||||
Debt instrument, maturity date | Nov. 30, 2025 | |||||||||
Debt instrument, repayment of outstanding amount | $ 130,000,000 | |||||||||
Second Lien Term Loan Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, variable interest rate | 8.50% | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding borrowings | $ 21,000,000 | |||||||||
Proceeds from lines of credit | $ 68,500,000 | |||||||||
Outstanding borrowings repaid | $ 89,500,000 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 89,500,000 | 89,500,000 | ||||||||
Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility unused commitment fee percentage | 0.25% | |||||||||
Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility unused commitment fee percentage | 0.50% | |||||||||
Revolving Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, variable interest rate | 3.00% | |||||||||
Revolving Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, variable interest rate | 4.50% | |||||||||
Standby Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | $ 500,000 |
Other Consolidated Balance Sh_3
Other Consolidated Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Prepaid insurance | $ 3.8 | $ 1.2 |
Other prepaid expenses (a) | 5.8 | 4.9 |
Agent and employee loan receivables | 0.4 | 0.5 |
Taxes receivable | 2 | |
Deferred IPO-related costs (b) | 2 | |
Other current assets | 0.3 | 0.2 |
Total prepaid expenses and other current assets | $ 12.3 | $ 8.8 |
Other Consolidated Balance Sh_4
Other Consolidated Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Contingent liabilities related to earnout payments and change of control (a) | $ 0.9 | $ 32.3 |
Accrued interest | 4.2 | 9.2 |
Residuals payable | 7.2 | 5.5 |
Taxes payable | 0.8 | 1 |
Deferred tenant reimbursement allowance | 3.2 | 3.6 |
Restructuring accrual | 1.4 | 2.9 |
Accrued payroll | 3 | 2.3 |
Deferred employer social security tax pursuant to the CARES Act | 1.3 | |
Other current liabilities | 4.5 | 4.1 |
Total accrued expenses and other current liabilities | $ 26.5 | $ 60.9 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into level 3 | $ 0 | $ 0 | ||
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3 | $ 0 | $ 0 | ||
Minimum | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Undiscounted estimated range of outcomes | $ 1,500,000 | |||
Maximum | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Undiscounted estimated range of outcomes | $ 2,300,000 | |||
Discount Rate | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Earnout liabilities, discounted rate | 3.87% | |||
Class A Common Stock | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Issuance of common stock for settlement of contingent liabilities related to change of control | 915,503 | |||
Class A Common Stock | Initial Public Offering | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Issuance of common stock for settlement of contingent liabilities related to change of control | 915,503 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Additional Information Regarding Contingent Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | $ 0.9 | $ 32.3 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | 0.9 | 32.3 |
Change of Control | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | 30.4 | |
Change of Control | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | 30.4 | |
Earnout Payments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | 0.9 | 1.9 |
Earnout Payments | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total contingent liabilities | $ 0.9 | $ 1.9 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Detail) - Level 3 - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 32.3 | $ 19.9 |
Additions | 1.7 | |
Fair value adjustments | (7.6) | 15 |
Balance at end of period | 0.9 | 32.6 |
Earnout Payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payments made for contingent liabilities | (2.3) | $ (2.3) |
Change of Control | RSUs | Class A Common Stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payments made for contingent liabilities | $ (23.2) |
Fair Value Measurement - Reco_2
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Parenthetical) (Detail) - Level 3 - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Initial Public Offering | RSUs | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Issuance Of Restricted Stock Units For Change Of Control Contingent Liabilities In Shares | 89,842 | |
Other Noncurrent Liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Deferred compensation liabilities | $ 1.7 | $ 1.9 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Taxes [Line Items] | ||||
Net operating loss resulted in an income tax benefit CARES ACT | $ 0.6 | |||
Effective tax rate | (6.60%) | 2.30% | (1.10%) | 2.30% |
U.S federal statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Tax receivable agreement realized tax benefit percentage | 85.00% | |||
Tax receivable agreement expected remaining tax benefit percentage | 15.00% | |||
Rook and Searchlight | ||||
Income Taxes [Line Items] | ||||
U.S federal statutory income tax rate | 24.20% | |||
Deferred tax assets | $ 516.5 | $ 516.5 | ||
Tax receivable agreement liability | $ 439 | |||
Rook and Searchlight | Class A Common Stock | ||||
Income Taxes [Line Items] | ||||
Share redeemed or exchanged closing price per share | $ 35.50 | $ 35.50 |
Operating Lease Agreements - Ad
Operating Lease Agreements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Noncancellable lease agreements expiration date | Nov. 30, 2028 | |||
Rent expense | $ 1.3 | $ 1.2 | $ 4.7 | $ 2.6 |
Future minimum lease receivable | $ 11.2 | $ 11.2 |
Operating Lease Agreements - Su
Operating Lease Agreements - Summary of Future Minimum Rental Payments Under Operating Lease (Detail) $ in Millions | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining three months) | $ 1.5 |
2021 | 5.6 |
2022 | 4.2 |
2023 | 2.7 |
2024 | 2.3 |
Thereafter | 6.2 |
Total | $ 22.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Related party transaction description | Rook entered into a margin loan agreement pursuant to which it pledged LLC Interests and shares of the Company's Class A and Class B common stock (collectively, Rook Units) to secure a margin loan. If Rook were to default on its obligations under the margin loan and fail to cure such default, the lender would have the right to exchange and sell up to 7,035,422 Rook units to satisfy Rook's obligation. | |||
Accounts Payable | ||||
Related Party Transaction [Line Items] | ||||
Management fees outstanding | $ 500,000 | |||
Professional Fees | ||||
Related Party Transaction [Line Items] | ||||
Management fees | $ 500,000 | $ 800,000 | $ 1,500,000 | |
Shareholder | Aircraft Service | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction description | The Company has a month-to-month service agreement with a shareholder of the Company | |||
Shareholder | Aircraft Service | Accrued Expense and Other Current Liabilities | ||||
Related Party Transaction [Line Items] | ||||
Outstanding to related parties | $ 0 | $ 0 | ||
Shareholder | Aircraft Service | General and Administrative Expenses | ||||
Related Party Transaction [Line Items] | ||||
Total expense transaction with related party | $ 100,000 | $ 200,000 | $ 300,000 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 04, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||||
Redeemable preferred units, shares authorized | 0 | 430 | |||
Redeemable preferred units, shares issued | 0 | 430 | |||
Redeemable preferred units, shares outstanding | 0 | 430 | |||
Redeemable preferred units, stated value per unit | $ 0 | $ 100,000 | |||
Redeemable preferred units, carrying value | $ 43,000,000 | ||||
Non-convertible Redeemable Preferred Units | |||||
Temporary Equity [Line Items] | |||||
Redeemable preferred units, shares authorized | 430 | ||||
Redeemable preferred units, shares issued | 430 | ||||
Redeemable preferred units, shares outstanding | 430 | ||||
Redeemable preferred units, stated value per unit | $ 100,000 | ||||
Redeemable preferred units, carrying value | $ 43,000,000 | ||||
Redeemable preferred units, liquidation value | 43,000,000 | ||||
Redeemable preferred units, preferred dividend rate | 10.50% | ||||
Redeemable preferred units, value | $ 150,000,000 | ||||
Redeemable preferred units, accrued preferred dividends | $ 1,400,000 | 2,100,000 | $ 3,900,000 | ||
Non-convertible Redeemable Preferred Units | Initial Public Offering | |||||
Temporary Equity [Line Items] | |||||
Redeemable preferred units, accrued preferred dividends | 900,000 | ||||
Redeemable preferred units, preferred dividends outstanding | $ 3,200,000 | ||||
Redeemable preferred units, accrued preferred dividends converted to interests | 2,300,000 | ||||
Non-convertible Redeemable Preferred Units | Accrued Expenses and Other Current Liabilities | |||||
Temporary Equity [Line Items] | |||||
Redeemable preferred units, cumulative accrued but unpaid dividends | $ 1,200,000 | ||||
Non-convertible Redeemable Preferred Units | Maximum | |||||
Temporary Equity [Line Items] | |||||
Redeemable preferred units, maximum preferred dividend | $ 5,000,000 |
Members' Deficit_Stockholders'
Members' Deficit/Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2020 | Sep. 15, 2020 | Jun. 09, 2020 | Nov. 05, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||||
Common stock, authorized | 1,000 | 1,000 | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||
Preferred stock,authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock issued and sold | 100 | |||||||
Shift4 Payments, LLC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | |||||||
Initial Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Share price per share | $ 23 | |||||||
Proceeds from issuance of common stock | $ 362.6 | |||||||
IPO and Private Placement | ||||||||
Class Of Stock [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 462.6 | |||||||
Preferred Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock,authorized | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Class A Common Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Reorganization transactions, shares | (100,000) | |||||||
Class B Common Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Reorganization transactions, shares | (1,010) | |||||||
Class A Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | One vote per share | |||||||
Common stock, conversion basis | One-to-one | |||||||
Reorganization transactions, shares | 528,150 | |||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | |||||||
Common stock issued and sold | 17,250,000 | |||||||
Stock exchange | 7,856,373 | |||||||
Class A Common Stock | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock exchange | 682,031 | |||||||
Class A Common Stock | Shift4 Payments, LLC. | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | |||||||
Class A Common Stock | Initial Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock for change of control contingent liabilities | 915,503 | |||||||
Common stock issued and sold | 17,250,000 | |||||||
Share price per share | $ 23 | |||||||
Proceeds from issuance of common stock | $ 362.6 | |||||||
Class A Common Stock | Underwriters Option | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 2,250,000 | |||||||
Class A Common Stock | Follow On Offering [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 2,000,000 | |||||||
Class A Common Stock | Follow On Offering [Member] | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 91.8 | |||||||
Underwriting discounts and commissions and offering expenses | $ 5.2 | |||||||
Class A Common Stock | Follow On Offering [Member] | Searchlight Capital Partners, L.P. | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 7,856,373 | |||||||
Share price per share | $ 48.50 | |||||||
Class A Common Stock | Follow On Offering [Member] | Former Equity Owner | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 143,627 | |||||||
Class A Common Stock | Underwriters Option [Member] | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 1,473,070 | |||||||
Class A Common Stock | Underwriters Option [Member] | Former Equity Owner | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 26,930 | |||||||
Class B Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | Ten votes per share | |||||||
Common stock, conversion basis | One-to-one | |||||||
Reorganization transactions, shares | 39,204,989 | |||||||
Stock exchange | (3,637,501) | |||||||
Class B Common Stock | Searchlight Capital Partners, L.P. | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock exchange | 3,637,501 | |||||||
Class B Common Stock | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock exchange | 682,031 | |||||||
Class C Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | Ten votes per share | |||||||
Reorganization transactions, shares | 15,513,817 | |||||||
Common stock issued and sold | 4,625,346 | 4,625,346 | ||||||
Stock exchange | (4,218,872) | |||||||
Class C Common Stock | Searchlight Capital Partners, L.P. | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock exchange | 4,218,872 | |||||||
Class C Common Stock | Searchlight Capital Partners, L.P. | Subsequent Event [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock exchange | 791,039 | |||||||
Class C Common Stock | Private Placement | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock issued and sold | 4,625,346 | |||||||
Proceeds from issuance of common stock | $ 100 | |||||||
Searchlight Capital Partners, L.P. | Class A Common Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Investment owned shares | 28,889,790 | 28,889,790 | ||||||
Interest owned percentage | 52.30% | 52.30% | ||||||
Rook Holdings Inc | Class A Common Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Investment owned shares | 25,829,016 | 25,829,016 | ||||||
Interest owned percentage | 46.70% | 46.70% | ||||||
Former Equity Owner | Class B Common Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Investment owned shares | 528,150 | 528,150 | ||||||
Interest owned percentage | 1.00% | 1.00% | ||||||
Former Equity Owner | Class A Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Reorganization transactions, shares | 528,150 | |||||||
Former Equity Owner | Class C Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Reorganization transactions, shares | 15,513,817 | |||||||
Continuing Equity Owners | Class C Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, conversion basis | One-for-one | |||||||
Reorganization transactions, shares | 39,204,989 |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary of Ownership of LLC Interests (Detail) - shares | Nov. 05, 2019 | Sep. 30, 2020 |
Minority Interest [Line Items] | ||
Issuance of common stock in IPO and concurrent private placement, shares | 100 | |
Ending balance | 100 | |
Shift4 Payments, LLC. | ||
Minority Interest [Line Items] | ||
Beginning balance | 78,037,805 | |
Issuance of common stock in IPO and concurrent private placement, shares | 2,000,000 | |
Ending balance | 80,037,805 | |
Beginning balance | 100.00% | |
Ending balance | 100.00% | |
Shift4 Payments, LLC. | Shift4 Payments, Inc | ||
Minority Interest [Line Items] | ||
Beginning balance | 38,832,816 | |
Issuance of common stock in IPO and concurrent private placement, shares | 2,000,000 | |
Redemption of LLC units | 3,637,501 | |
Ending balance | 44,470,317 | |
Beginning balance | 49.80% | |
Issuance of LLC units | 1.20% | |
Redemption of LLC units | 4.60% | |
Ending balance | 55.60% | |
Shift4 Payments, LLC. | Continuing Equity Owners | ||
Minority Interest [Line Items] | ||
Beginning balance | 39,204,989 | |
Redemption of LLC units | (3,637,501) | |
Ending balance | 35,567,488 | |
Beginning balance | 50.20% | |
Issuance of LLC units | (1.20%) | |
Redemption of LLC units | (4.60%) | |
Ending balance | 44.40% |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Detail) - shares | Oct. 06, 2020 | Sep. 15, 2020 | Nov. 05, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 100 | ||||||
Shift4 Payments, LLC. | |||||||
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 2,000,000 | ||||||
Shift4 Payments, Inc | Shift4 Payments, LLC. | |||||||
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 2,000,000 | ||||||
Subsequent Event [Member] | Shift4 Payments, Inc | Shift4 Payments, LLC. | |||||||
Minority Interest [Line Items] | |||||||
Shift4 Payments, Inc.'s ownership of LLC Interests | 56.40% | ||||||
Subsequent Event [Member] | Continuing Equity Owners | Shift4 Payments, LLC. | |||||||
Minority Interest [Line Items] | |||||||
LLC Interests held by the Continuing Equity Owners | 43.60% | ||||||
Class A Common Stock | |||||||
Minority Interest [Line Items] | |||||||
Stock issue description | One-for-one | ||||||
Common stock issued and sold | 17,250,000 | ||||||
Stock exchange | 7,856,373 | ||||||
Class A Common Stock | Follow On Offering [Member] | |||||||
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 2,000,000 | ||||||
Class A Common Stock | Follow On Offering [Member] | Searchlight and Former Equity Owner | |||||||
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 8,000,000 | ||||||
Class A Common Stock | Subsequent Event [Member] | |||||||
Minority Interest [Line Items] | |||||||
Stock exchange | 682,031 | ||||||
Class A Common Stock | Subsequent Event [Member] | Follow On Offering [Member] | Searchlight and Former Equity Owner | |||||||
Minority Interest [Line Items] | |||||||
Common stock issued and sold | 1,500,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and Administrative Expenses | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Expenses related to discretionary matching contributions | $ 0.1 | $ 0.3 | $ 0.6 | $ 0.8 |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ | $ 6.2 | $ 56.2 | |
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 59,283 | 4,690,167 | |
Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 0 | $ 0 | |
Unrecognized equity-based compensation expense | $ | $ 44 | $ 44 | $ 44 |
Unrecognized equity-based compensation expense expected to be recognized over weighted-average period | 2 years 5 months 1 day | ||
2020 Incentive Award Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum common stock available for issuance | 5,750,000 | 5,750,000 | 5,750,000 |
Percentage of outstanding shares of all classes of common stock | 1.00% | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 421,548 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Non-Employee Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 28,254 | ||
Vesting month and year | 2021-06 | ||
Grant date fair value of shares vested | $ | $ 0.1 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vest in Prior to June 2021 [Member] | Class A Common Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 23 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vest in December 2020 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting month and year | 2020-12 | ||
Vesting percentage | 50.00% | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vest in December 2021 [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting month and year | 2021-12 | ||
Vesting percentage | 50.00% | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 4,690,167 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Not Subject to Continued Service | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 2,475,830 | ||
Vesting month and year | 2021-06 | ||
2020 Incentive Award Plan | Initial Public Offering | Restricted Stock Units Subject to Continued Service Vesting in Equal Installments at Each Anniversary of the Grant Date | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted under plan | 1,764,535 | ||
Vesting period | 3 years |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of RSU Activity (Detail) - RSUs - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of RSUs, Balance at beginning of period | 4,629,812 | |
Number of RSUs, Granted | 59,283 | 4,690,167 |
Number of RSUs, Vested | 0 | 0 |
Number of RSUs, Forfeited or cancelled | (13,351) | (14,423) |
Number of RSUs, Balance at end of period | 4,675,744 | 4,675,744 |
Balance at beginning of period, Weighted Average Grant Date Fair Value | $ 21.41 | |
Granted, Weighted Average Grant Date Fair Value | 22.29 | $ 21.42 |
Vested, Weighted Average Grant Date Fair Value | 0 | 0 |
Forfeited or cancelled, Weighted Average Grant Date Fair Value | 23 | 23 |
Balance at end of period, Weighted Average Grant Date Fair Value | $ 21.42 | $ 21.42 |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share - Schedule of Calculation of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | [1] | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | [1] | |||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net loss | $ (9.9) | [1] | $ (5.2) | $ (22.6) | $ (13.5) | $ (12) | $ (90.1) | [1] | $ (44.3) | ||
Net loss attributable to noncontrolling interests | (4.9) | [2] | (5.7) | $ (5.9) | [2] | ||||||
Net loss attributable to common shareholders | (5.2) | (6.3) | |||||||||
Class A Common Stock | |||||||||||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net loss attributable to common shareholders | $ (2.9) | $ (3.4) | |||||||||
Denominator - Basic and Diluted: | |||||||||||
Weighted average common shares outstanding | 23,309,247 | 22,363,399 | 22,363,399 | ||||||||
Net loss per share - Basic and Diluted: | |||||||||||
Net loss per share - Basic and Diluted | $ (0.12) | $ (0.15) | $ (0.15) | ||||||||
Class C Common Stock | |||||||||||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net loss attributable to common shareholders | $ (2.3) | $ (2.9) | |||||||||
Denominator - Basic and Diluted: | |||||||||||
Weighted average common shares outstanding | 19,222,017 | 19,424,100 | 19,424,100 | ||||||||
Net loss per share - Basic and Diluted: | |||||||||||
Net loss per share - Basic and Diluted | $ (0.12) | $ (0.15) | $ (0.15) | ||||||||
[1] | Net loss is equal to comprehensive loss. | ||||||||||
[2] | Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests. |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, Amount | 2,171,660 | 2,171,660 | |
RSUs | Non-Employee Directors | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, Amount | 46,170 | ||
Class A Common Stock Convertible Upon Redemption of Noncontrolling Interest | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, Amount | 35,567,488 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash Flow Supplemental Disclosures (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes, net of refunds | $ 0.8 | $ 0.2 |
Cash paid for interest | 33 | 35.3 |
Noncash financing activities | ||
Contingent consideration settled with Class A common stock | 21.1 | |
Short-term financing for directors and officers insurance | 3.4 | |
Preferred return on preferred stock settled with LLC Interests | 2.3 | |
Offering costs not yet paid | 0.8 | |
Accrued preferred return on redeemable preferred units | $ 3.9 | |
Noncash operating activity | ||
Deferred compensation settled with restricted stock units | $ 2.1 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020Customer | Sep. 30, 2019Customer | Sep. 30, 2020CustomerSegment | Sep. 30, 2019Customer | |
Segment Reporting [Abstract] | ||||
Number of Operating Segments | 1 | |||
Number of Reportable Segments | 1 | |||
Number of customers accounted for more than 10% of company's revenue | Customer | 0 | 0 | 0 | 0 |
Segments - Summarizes Gross Rev
Segments - Summarizes Gross Revenue by Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Payments-based revenue | $ 196.8 | $ 171.9 | $ 494.4 | $ 465.4 |
Subscription and other revenues | 18 | 21.9 | 61.6 | 63.9 |
Total gross revenue | 214.8 | 193.8 | 556 | 529.3 |
Less: network fees | 127.1 | 114.1 | 321.8 | 308 |
Less: Other costs of sales | 36.2 | 33.1 | 105.9 | 92.5 |
Gross profit | $ 51.5 | $ 46.6 | $ 128.3 | $ 128.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Nov. 05, 2020 | Oct. 29, 2020 | Oct. 16, 2020 | Nov. 10, 2020 | Nov. 30, 2017 |
Debt instrument, face amount | $ 560 | ||||
Subsequent Event [Member] | Rook Pledged LLC | |||||
Right to sale the common units to satisfy obligation | 15,227,181 | ||||
Subsequent Event [Member] | Senior Notes Four Point Six Two Five Due In Two Thousand and Twenty Six [Member] | |||||
Debt instrument, face amount | $ 450 | ||||
Debt instrument, interest rate, stated percentage | 4.625% | ||||
Debt instrument, maturity date | Dec. 31, 2026 | ||||
Subsequent Event [Member] | Hospitality Technology Vendor [Member] | |||||
Business acquisition, consideration transferred | $ 10 | ||||
Subsequent Event [Member] | Infomart Two Thousand Corp[Member] | |||||
Business acquisition, consideration transferred, cash | $ 40 | ||||
Subsequent Event [Member] | Infomart Two Thousand Corp[Member] | Class A Common Stock [Member] | |||||
Business acquisition consideration transferred, value of shares | $ 19.6 |