Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SHIFT4 PAYMENTS, INC. | |
Entity Central Index Key | 0001794669 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39313 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3676340 | |
Entity Address, Address Line One | 2202 N. Irving Street | |
Entity Address, City or Town | Allentown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18109 | |
City Area Code | 888 | |
Local Phone Number | 276-2108 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | FOUR | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 47,233,491 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,240,404 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,422,140 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 699.7 | $ 927.8 |
Accounts receivable, net of allowance for doubtful accounts of $12.8 in 2021 ($5.7 in 2020) (Note 3) | 177.2 | 92.7 |
Inventory | 1.6 | 1.5 |
Prepaid expenses and other current assets (Note 11) | 14.8 | 11.5 |
Total current assets | 893.3 | 1,033.5 |
Noncurrent assets | ||
Goodwill (Note 5) | 525.2 | 477 |
Other intangible assets, net (Note 6) | 185.1 | 186.3 |
Capitalized acquisition costs, net (Note 7) | 32.8 | 30.2 |
Equipment for lease, net (Note 8) | 47.2 | 36.6 |
Property, plant and equipment, net (Note 9) | 17.5 | 15.1 |
Investments in securities (Note 1) | 29.5 | |
Other noncurrent assets | 0.5 | 0.6 |
Total noncurrent assets | 837.8 | 745.8 |
Total assets | 1,731.1 | 1,779.3 |
Current liabilities | ||
Current portion of debt (Note 10) | 0.9 | |
Accounts payable | 116.4 | 60.6 |
Accrued expenses and other current liabilities (Note 11) | 36.2 | 30.1 |
Deferred revenue (Note 3) | 12 | 7.8 |
Total current liabilities | 164.6 | 99.4 |
Noncurrent liabilities | ||
Long-term debt (Note 10) | 1,117.6 | 1,005.4 |
Deferred tax liability (Note 13) | 0.6 | 2.8 |
Other noncurrent liabilities (Note 4) | 2.1 | 1.7 |
Total noncurrent liabilities | 1,120.3 | 1,009.9 |
Total liabilities | 1,284.9 | 1,109.3 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity (Note 18) | ||
Preferred stock value | ||
Additional paid-in capital | 601.3 | 738.3 |
Retained deficit | (306.7) | (278.7) |
Total stockholders' equity attributable to Shift4 Payments, Inc. | 294.6 | 459.6 |
Noncontrolling interests (Note 19) | 151.6 | 210.4 |
Total stockholders' equity | 446.2 | 670 |
Total liabilities and stockholders' equity | $ 1,731.1 | $ 1,779.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 12.8 | $ 5.7 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Common stock, outstanding | 82,878,148 | 80,552,659 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 47,215,604 | 39,737,950 |
Common stock, outstanding | 47,215,604 | 39,737,950 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 28,240,404 | 30,625,857 |
Common stock, outstanding | 28,240,404 | 30,625,857 |
Class C Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 7,422,140 | 10,188,852 |
Common stock, outstanding | 7,422,140 | 10,188,852 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Gross revenue | $ 351 | $ 141.8 | $ 590.3 | $ 341.2 | |
Cost of sales | 272.9 | 110.2 | 460.4 | 266.2 | |
Gross profit | 78.1 | 31.6 | 129.9 | 75 | |
General and administrative expenses | 51.7 | 88.3 | 105.2 | 109.4 | |
Depreciation and amortization expense | 15.5 | 10.4 | 30.9 | 20.9 | |
Professional fees | 3.5 | 1.2 | 9.7 | 2.9 | |
Advertising and marketing expenses | 2.5 | 0.8 | 22.6 | 2.1 | |
Restructuring expenses (Note 4) | 0.1 | 0.1 | 0.3 | ||
Other operating (income) expense, net (Note 3) | (12.4) | (12.4) | |||
Total operating expenses | 73.2 | 88.4 | 168.5 | 123.2 | |
Income (loss) from operations | 4.9 | (56.8) | (38.6) | (48.2) | |
Loss on extinguishment of debt (Note 10) | (7.1) | (0.2) | (7.1) | ||
Other income, net | 0.2 | 0.1 | |||
Interest expense | (6.3) | (11.7) | (12.8) | (25) | |
Loss before income taxes | (1.4) | (75.4) | (51.6) | (80.2) | |
Income tax benefit (Note 13) | 5.9 | 0.6 | 5.1 | 0.3 | |
Net income (loss) | [1] | 4.5 | (74.8) | (46.5) | (79.9) |
Net income (loss) attributable to noncontrolling interests | [2] | 1.3 | (73.8) | (16.9) | (78.9) |
Net income (loss) attributable to Shift4 Payments, Inc. | [3] | $ 3.2 | $ (1) | $ (29.6) | $ (1) |
Class A Common Stock | |||||
Basic net income (loss) per share: | |||||
Basic net income (loss) per share | [4] | $ 0.06 | $ (0.03) | $ (0.56) | $ (0.03) |
Basic weighted average common stock outstanding | [4] | 46,297,553 | 19,002,563 | 44,492,680 | 19,002,563 |
Diluted net income (loss) per share: | |||||
Diluted net income (loss) per share | [4] | $ 0.05 | $ (0.03) | $ (0.56) | $ (0.03) |
Diluted weighted average common stock outstanding | [4] | 76,995,332 | 19,002,563 | 44,492,680 | 19,002,563 |
Class C Common Stock | |||||
Basic net income (loss) per share: | |||||
Basic net income (loss) per share | [4] | $ 0.06 | $ (0.03) | $ (0.56) | $ (0.03) |
Basic weighted average common stock outstanding | [4] | 8,151,747 | 20,139,163 | 9,075,667 | 20,139,163 |
Diluted net income (loss) per share: | |||||
Diluted net income (loss) per share | [4] | $ 0.05 | $ (0.03) | $ (0.56) | $ (0.03) |
Diluted weighted average common stock outstanding | [4] | 8,151,747 | 20,139,163 | 9,075,667 | 20,139,163 |
[1] | Net income (loss) is equal to comprehensive income (loss). | ||||
[2] | Net income (loss) attributable to noncontrolling interests is equal to comprehensive income (loss) attributable to noncontrolling interests, including the net loss for the period January 1, 2020 through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on Form S-1 filed in connection with its IPO. | ||||
[3] | Net income (loss) attributable to Shift4 Payments, Inc. is equal to comprehensive income (loss) attributable to Shift4 Payments, Inc. | ||||
[4] | For the three and six months ended June 30, 2020, represents basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through June 30, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 21 for additional information on basic and diluted net income (loss) per share. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND STOCKHOLDERS' EQUITY/ MEMBERS' (DEFICIT) (Unaudited) - USD ($) $ in Millions | Total | Cumulative Effect of Period of Adoption Adjustment | VenueNext | Members' Equity | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect of Period of Adoption Adjustment | Additional Paid-in CapitalSearchlight | Additional Paid-in CapitalVenueNext | Retained Deficit | Retained DeficitCumulative Effect of Period of Adoption Adjustment | Noncontrolling Interests | Noncontrolling InterestsSearchlight | Noncontrolling InterestsVenueNext | Redeemable Preferred Units | Class A Common Units | Class B Common Units | Class A Common Stock | Class A Common StockSearchlight | Class A Common StockVenueNext | Class B Common Stock | Class B Common StockSearchlight | Class C Common Stock | Class C Common StockSearchlight | ||
Beginning Balance at Dec. 31, 2019 | $ (32.9) | $ 149.2 | $ (182.4) | $ 0.3 | |||||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | |||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 43 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 430 | ||||||||||||||||||||||||
Net loss prior to Reorganization Transactions, IPO and concurrent private placement | (5.1) | (5.1) | |||||||||||||||||||||||
Capital distributions | (0.1) | (0.1) | |||||||||||||||||||||||
Preferred return on redeemable preferred units | (1.2) | (1.2) | |||||||||||||||||||||||
Ending Balance at Mar. 31, 2020 | (39.3) | 147.9 | (187.5) | $ 0.3 | |||||||||||||||||||||
Ending Balance, shares at Mar. 31, 2020 | 100,000 | 1,010 | |||||||||||||||||||||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 430 | ||||||||||||||||||||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 43 | ||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2019 | (32.9) | 149.2 | (182.4) | $ 0.3 | |||||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2019 | 100,000 | 1,010 | |||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 43 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 430 | ||||||||||||||||||||||||
Net income (loss) | [1] | (79.9) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 466.9 | $ 517.7 | (261.3) | $ 210.5 | |||||||||||||||||||||
Ending Balance, shares at Jun. 30, 2020 | 18,693,653 | 39,204,989 | 20,139,163 | ||||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | (39.3) | 147.9 | (187.5) | $ 0.3 | |||||||||||||||||||||
Beginning Balance, shares at Mar. 31, 2020 | 100,000 | 1,010 | |||||||||||||||||||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 43 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 430 | ||||||||||||||||||||||||
Net loss prior to Reorganization Transactions, IPO and concurrent private placement | (72.8) | (72.8) | |||||||||||||||||||||||
Capital distributions | (0.4) | (0.4) | |||||||||||||||||||||||
Preferred return on redeemable preferred units | (0.9) | (0.9) | |||||||||||||||||||||||
Balances prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | (113.4) | 146.6 | (260.3) | $ 0.3 | |||||||||||||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 | 430 | ||||||||||||||||||||||||
Temporary Equity, Balances prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | $ 43 | ||||||||||||||||||||||||
Balances prior to Reorganization Transactions, IPO and concurrent private placement, shares at Jun. 04, 2020 | 100,000 | 1,010 | |||||||||||||||||||||||
Beginning Balance at Mar. 31, 2020 | (39.3) | 147.9 | (187.5) | $ 0.3 | |||||||||||||||||||||
Beginning Balance, shares at Mar. 31, 2020 | 100,000 | 1,010 | |||||||||||||||||||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 43 | ||||||||||||||||||||||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 430 | ||||||||||||||||||||||||
Net income (loss) | [1] | (74.8) | |||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 466.9 | 517.7 | (261.3) | 210.5 | |||||||||||||||||||||
Ending Balance, shares at Jun. 30, 2020 | 18,693,653 | 39,204,989 | 20,139,163 | ||||||||||||||||||||||
Net income (loss) | (2.1) | ||||||||||||||||||||||||
Reorganization transactions | 43 | $ (146.6) | 189.9 | $ (0.3) | |||||||||||||||||||||
Temporary equity reorganization transactions, shares | (430) | ||||||||||||||||||||||||
Temporary equity reorganization transactions, value | $ (43) | ||||||||||||||||||||||||
Reorganization transactions, shares | (100,000) | (1,010) | 528,150 | 39,204,989 | 15,513,817 | ||||||||||||||||||||
Preferred dividends settled with LLC interests | 2.3 | 2.3 | |||||||||||||||||||||||
Issuance of common stock in IPO and concurrent private placement | 463.8 | 463.8 | |||||||||||||||||||||||
Issuance of common stock in IPO and concurrent private placement, shares | 17,250,000 | 4,625,346 | |||||||||||||||||||||||
Allocation of equity to noncontrolling interests | (211.5) | 211.5 | |||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities | 21.1 | 21.1 | |||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities, shares | 915,503 | ||||||||||||||||||||||||
Issuance of restricted stock units for change of control contingent liabilities | 2.1 | 2.1 | |||||||||||||||||||||||
Equity-based compensation | 50 | 50 | |||||||||||||||||||||||
Net loss subsequent to Reorganization Transactions, IPO and concurrent private placement | (2) | (1) | (1) | ||||||||||||||||||||||
Ending Balance at Jun. 30, 2020 | 466.9 | 517.7 | (261.3) | 210.5 | |||||||||||||||||||||
Ending Balance, shares at Jun. 30, 2020 | 18,693,653 | 39,204,989 | 20,139,163 | ||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 670 | $ (109.9) | 738.3 | $ (111.5) | (278.7) | $ 1.6 | 210.4 | ||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2020 | 39,737,950 | 30,625,857 | 10,188,852 | ||||||||||||||||||||||
Net income (loss) | $ (51) | (32.8) | (18.2) | ||||||||||||||||||||||
Accounting Standards Update [Extensible List] | ASU 2020-06 | ||||||||||||||||||||||||
Issuance of Class A common stock and fair value of equity-based compensation awards assumed in connection with acquisition | $ 26.3 | $ 13.5 | $ 12.8 | ||||||||||||||||||||||
Issuance of Class A common stock and fair value of equity-based compensation awards assumed in connection with acquisition, shares | 325,127 | ||||||||||||||||||||||||
Transfer from Founder of right associated with Inspiration4 seat | $ 2.1 | 1.3 | 0.8 | ||||||||||||||||||||||
Exchange of shares | $ 6.3 | $ (6.3) | |||||||||||||||||||||||
Exchange of shares, shares | 2,000,000 | (926,000) | (1,074,000) | ||||||||||||||||||||||
Equity-based compensation | 14 | 14 | |||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding | (2.4) | (1.4) | (1) | ||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding, shares | 46,503 | ||||||||||||||||||||||||
Ending Balance at Mar. 31, 2021 | 549.1 | 660.5 | (309.9) | 198.5 | |||||||||||||||||||||
Ending Balance, shares at Mar. 31, 2021 | 42,109,580 | 29,699,857 | 9,114,852 | ||||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 670 | $ (109.9) | 738.3 | $ (111.5) | (278.7) | $ 1.6 | 210.4 | ||||||||||||||||||
Beginning Balance, shares at Dec. 31, 2020 | 39,737,950 | 30,625,857 | 10,188,852 | ||||||||||||||||||||||
Net income (loss) | [1] | $ (46.5) | |||||||||||||||||||||||
Issuance of common stock in IPO and concurrent private placement, shares | 2,325,489 | ||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 446.2 | 601.3 | (306.7) | 151.6 | |||||||||||||||||||||
Ending Balance, shares at Jun. 30, 2021 | 47,215,604 | 28,240,404 | 7,422,140 | ||||||||||||||||||||||
Beginning Balance at Mar. 31, 2021 | 549.1 | 660.5 | (309.9) | 198.5 | |||||||||||||||||||||
Beginning Balance, shares at Mar. 31, 2021 | 42,109,580 | 29,699,857 | 9,114,852 | ||||||||||||||||||||||
Net income (loss) | 4.5 | [1] | 3.2 | 1.3 | |||||||||||||||||||||
Exchange of shares | $ 7.9 | $ (7.9) | |||||||||||||||||||||||
Exchange of shares, shares | 3,152,165 | (1,459,453) | (1,692,712) | ||||||||||||||||||||||
Equity-based compensation | 6.6 | 6.6 | |||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding | (114) | (73.7) | (40.3) | ||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding, shares | 1,953,859 | ||||||||||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 446.2 | $ 601.3 | $ (306.7) | $ 151.6 | |||||||||||||||||||||
Ending Balance, shares at Jun. 30, 2021 | 47,215,604 | 28,240,404 | 7,422,140 | ||||||||||||||||||||||
[1] | Net income (loss) is equal to comprehensive income (loss). |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Operating activities | |||
Net loss | [1] | $ (46.5) | $ (79.9) |
Adjustment to reconcile net income (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 51 | 35.5 | |
Amortization of capitalized financing costs | 2.4 | 2.1 | |
Loss on extinguishment of debt | 0.2 | 7.1 | |
Deferred income taxes | (2.3) | (0.4) | |
Provision for bad debts | 8.1 | 5.4 | |
Revaluation of contingent liabilities | 0.2 | (7) | |
Impairment of intangible assets | 0.1 | 0.4 | |
Equity-based compensation expense | 20.6 | 50 | |
Other noncash items | 0.5 | (0.1) | |
Impact of lease modifications | (12.4) | ||
Change in operating assets and liabilities | |||
Accounts receivable | (92) | 4.8 | |
Contract assets | (0.6) | ||
Prepaid expenses and other current assets | (1.6) | (0.7) | |
Inventory | 3 | 0.1 | |
Accounts payable | 50.8 | 6.6 | |
Accrued expenses and other current liabilities | 5.2 | (6.7) | |
Deferred revenue | 5.3 | 2.5 | |
Net cash provided by operating activities | 5 | 6.7 | |
Investing activities | |||
Acquisitions, net of cash acquired | (40.2) | ||
Investments in securities | (29.5) | ||
Acquisition of equipment to be leased | (18.9) | ||
Customer acquisition costs | (12.7) | (9.8) | |
Capitalized software development costs | (8.3) | (5.1) | |
Acquisition of property, plant and equipment | (5) | (1.4) | |
Residual commission buyouts | (0.9) | (0.4) | |
Net cash used in investing activities | (115.5) | (16.7) | |
Financing activities | |||
Payments for withholding tax related to vesting of restricted stock units | (116.3) | ||
Repayment of debt | (0.9) | (191.9) | |
Deferred financing costs | (0.4) | ||
IPO proceeds, net of underwriting discounts and commissions | 372.9 | ||
Proceeds from private placement | 100 | ||
Offering costs | (7.2) | ||
Proceeds from revolving line of credit | 68.5 | ||
Repayment of revolving line of credit | (89.5) | ||
Payments on contingent liabilities | (1.1) | ||
Preferred return on preferred stock | (0.9) | ||
Capital distributions | (0.5) | ||
Net cash (used in) provided by financing activities | (117.6) | 250.3 | |
Change in cash and cash equivalents | (228.1) | 240.3 | |
Beginning of period | 927.8 | 3.7 | |
End of period | $ 699.7 | $ 244 | |
[1] | Net income (loss) is equal to comprehensive income (loss). |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Significant Accounting Policies | 1. Organization Shift4 Payments, Inc., “Shift4 Payments” 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 Shift4 Model stadiums and arenas, Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission (“SEC”) declared effective the Company’s Registration Statement on Form S-1 (File No. 333-238307), as amended, filed in connection with its Initial Public Offering (“IPO”) (the “Registration Statement”). The Company’s Class A common stock started trading on The New York Stock Exchange on June 5, 2020. On June 9, 2020, 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. Upon completion of the IPO, the Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses of approximately $34.2 million. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock to Rook Holdings Inc. (“Rook”), a corporation wholly-owned by the Company’s Founder and Chief Executive Officer. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. Shift4 Payments, Inc. used the proceeds to purchase newly-issued limited liability company interests from Shift4 Payments, LLC (“LLC Interests”). Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. See Note 10 for more information. In connection with the IPO, the Company completed certain reorganization transactions (“Reorganization Transactions”) as described in the Company’s Form 10-K for the year ended December 31, 2020 filed with the SEC on March 8, 2021 (“2020 Form 10-K”). Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These unaudited In the opinion of management, the unaudited condensed consolidated financial statements 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, 2020, as disclosed in the 2020 Form 10-K. The unaudited condensed consolidated financial statements include the accounts of Shift4 Payments, Inc. and its wholly-owned subsidiaries. Shift4 Payments, Inc. consolidates the financial results of Shift4 Payments, LLC, which is considered a variable interest entity (“VIE”). Shift4 Payments, Inc. is the primary beneficiary and sole managing member of Shift4 Payments, LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Shift4 Payments, LLC, and reports a noncontrolling interest representing the economic interest in Shift4 Payments, LLC held by certain affiliates of Searchlight Capital Partners (“Searchlight”) and Rook (together, the “Continuing Equity Owners”). As the Reorganization Transactions are considered transactions between entities under common control, the financial statement presentation 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. All intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of Shift4 Payments, LLC represent substantially all of the consolidated assets and liabilities of Shift4 Payments, Inc. with the exception of certain cash balances and the aggregate principal amount of $690.0 million of 2025 Convertible Notes that are held by Shift4 Payments, Inc. directly. See Note 10 for information on the accounting for the 2025 Convertible Notes . In connection with the issuance of the 2025 Convertible Notes , Shift4 Payments, Inc. entered into an intercompany convertible promissory note (“Intercompany Convertible Note”) with Shift4 Payments, LLC, whereby Shift4 Payments, Inc. provided the net proceeds from the issuance of the 2025 Convertible Notes to Shift4 Payments, LLC in the amount of $ 673.6 million. The terms of the Intercompany Convertible Note mirror the terms of the 2025 Convertible Notes issued by Shift4 Payments, Inc. The intent of the Intercompany Convertible Note is to maintain the parity of shares of Class A common stock with LLC Units as required by the Shift4 Payments LLC Agreement. As of June 30, 2021 and December 31, 2020 , $ 9.9 million and $ 684.5 million of cash was held by Shift4 Payments, Inc., respectively. Shift4 Payments Inc., which was established November 5, 2019, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Shift4 Payments, LLC and its subsidiaries. Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 as well as the shelter-in place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughout the United States have significantly impacted the restaurant and hospitality industries. As a result, the Company’s revenues, which are largely tied to processing volumes in these verticals, were materially impacted beginning in the final two weeks of March 2020. Since late March 2020, despite volumes in merchant categories associated with international travel, corporate travel and stadium occupancy running lower than pre COVID-19 pandemic levels, the Company has seen a significant recovery in its end-to-end payment volumes as a result of merchants reopening their operations, new merchant onboarding and gateway conversions. While gross revenue and end-to-end volumes for the three and six months ended June 30, 2021 have exceeded those for the three and six months ended June 30, 2020, the Company will continue to evaluate the nature and extent of potential COVID-19-related impacts to its business, consolidated results of operations, and liquidity. As of June 30, 2021, the Company had $1,140.0 million outstanding under its credit facilities 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 Note 10 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, fair value of debt instruments, allowance for doubtful accounts, income taxes, investments in securities, noncontrolling interests and the February 2021 transfer of the right to select a participant for one seat on board Inspiration4, the first all-civilian mission to space, from Jared Isaacman, the Company’s Chief Executive Officer and founder (“Founder”). 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 pandemic is unknown and cannot be reasonably estimated. However, the Company has made accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the unaudited condensed consolidated financial statements may be materially affected. Revision of Previously Issued Financial Statements During the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2020, it was identified that $4.8 million of acquired technology recorded in “Other intangible assets, net” in the Consolidated Balance Sheet should have been impaired during fiscal year 2018. Although the Company has determined that this error did not have a material impact on its previously issued condensed consolidated financial statements, it has revised the accompanying condensed consolidated financial statements to correct for this error and to reflect the associated decrease in amortization expense of $0.2 million and $0.3 million recorded in “Cost of Sales” for the three and six months ended June 30, 2020. In addition, a misclassification of $0.9 million and $2.1 million was identified for the three and six months ended June 30, 2020, respectively, resulting from expensing equipment provided to customers under the Company’s warranty program as “General and administrative expenses” which should have been classified as “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations. This misclassification has also been corrected in connection with the revision of the unaudited Condensed Consolidated Statements of Operations. The revisions had no net impact on cash flows from operating, investing or financing activities in the unaudited Condensed Consolidated Statements of Cash Flows. The applicable notes to the unaudited condensed consolidated financial statements have also been revised to correct for these errors. The following table sets forth the effects of the revisions to the previously issued unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2020 to correct for the prior period errors. For the three months ended June 30, 2020 For the six months ended June 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 109.5 $ 0.7 $ 110.2 $ 264.4 $ 1.8 $ 266.2 Gross profit 32.3 (0.7 ) 31.6 76.8 (1.8 ) 75.0 General and administrative expenses 89.2 (0.9 ) 88.3 111.5 (2.1 ) 109.4 Total operating expenses 89.3 (0.9 ) 88.4 125.3 (2.1 ) 123.2 Income (loss) from operations (57.0 ) 0.2 (56.8 ) (48.5 ) 0.3 (48.2 ) Loss before income taxes (75.6 ) 0.2 (75.4 ) (80.5 ) 0.3 (80.2 ) Net loss (a) (75.0 ) 0.2 (74.8 ) (80.2 ) 0.3 (79.9 ) Basic and diluted net loss per share - Class A and Class C (0.03 ) — (0.03 ) (0.03 ) — (0.03 ) (a) Net loss is equal to comprehensive loss. As a result of the revisions, "Retained Deficit" and "Total equity (deficit)” as of June 30, 2020 were revised from $(257.6) to $(261.3) and $470.6 to $466.9, respectively. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 to Shift4 Payments, Inc.’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019 in the 2020 Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes during the six months ended June 30, 2021, except as noted below. Investments in securities Investments in securities represents the Company’s investments in equity of non-public entities. These non-marketable equity investments have no readily determinable fair values and are measured using the measurement alternative, which is defined as cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments, if any, are recorded in “Other income, net” on the unaudited Condensed Consolidated Statements of Operations. As of June 30, 2021, the Company has invested $27.5 million in Space Exploration Technologies Corp. (“SpaceX”), which designs, manufactures, and launches advanced rockets, spacecraft and satellites and $2.0 million in Sightline Payments, Inc. (“Sightline Payments”), a financial technology company that provides cashless, mobile, and omni-channel commerce solutions for the gaming, lottery, sports betting and other industries. Recent Accounting Pronouncements The Company, an emerging growth company (“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. The Company expects to become a large accelerated filer effective December 31, 2021, following which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. Accounting Pronouncements Adopted In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02: Leases he Company expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. In June 2016, the FASB issued ASU 2016-13: Financial Instruments—Credit Losses (Topic 326) The Company expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. As a result, the Company expects to In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment he Company expects 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ompany expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. As a result, the Company expects to In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In July 2021, the FASB issued ASU 2021-05: Lessors —Certain Leases with Variable Lease Payments |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 2 . Each of the following acquisitions was accounted for as a business combination using the acquisition method of accounting. The respective purchase prices were allocated to the assets acquired and liabilities assumed based on the estimated fair values 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. Under the acquisition method of accounting for business combinations, if there are changes to acquired deferred tax balances, valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment, with the offset recorded to goodwill. VenueNext The Company completed the acquisition of VenueNext Inc. (“VenueNext”), a leader in integrated payments solutions in sporting arenas and event complexes, Cash $ 42.2 Shares of Class A common stock (a) 24.5 RSUs granted for fair value of equity-based compensation awards (b) 1.8 Total purchase consideration 68.5 Less: cash acquired (1.6 ) Total purchase consideration, net of cash acquired $ 66.9 (a) Total purchase consideration includes 345,423 shares of common stock. As of June 30, 2021, 325,127 shares of common stock have been issued. (b) The Company assumed all equity awards held by continuing employees. The portion of the fair value of the equity-based compensation awards associated with prior service of VenueNext employees represents a component of the total consideration as presented above and was valued based on the fair value of the VenueNext awards on March 3, 2021, the acquisition date. The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses, other current liabilities assumed and residual goodwill. Accounts receivable $ 0.7 Prepaid expenses and other current assets 0.2 Inventory 0.2 Other intangible assets 18.5 Goodwill (a) 48.3 Accounts payable (0.9 ) Deferred revenue (0.1 ) Net assets acquired $ 66.9 (a) Goodwill is not deductible for tax purposes. During the three and six months ended June 30, 2021, the Company incurred expenses in connection with the VenueNext acquisition of $0.1 million and $1.1 million, respectively. These expenses are included in “Professional fees” in the unaudited Condensed Consolidated Statements of Operations. The fair values of intangible assets were estimated using inputs classified as Level 3 under the income approach using either the relief-from-royalty method (developed technology, trademarks and trade names) or the multi-period excess earnings method (customer relationships). The transaction was not taxable for income tax purposes. The weighted average life of developed technology, trademarks and trade names, and customer relationships is 10 years, 10 years and 11 years, respectively. The goodwill arising from the acquisition largely consists of revenue synergies associated with a larger total addressable market, the ability to cross-sell existing customers, new customers and technology capabilities. The VenueNext acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, revenue and expenses related to the acquisition and pro forma financial information have not been presented. 3dcart The Company completed the acquisition of Infomart2000 Corp., doing business as 3dcart, on November 5, 2020, by acquiring 100% of its membership interests for $39.9 million in cash, net of cash acquired, and approximately $19.2 million in shares of the Company’s Class A common stock. The purchase was funded with cash on hand. Since the acquisition, 3dcart has been rebranded as Shift4Shop to align the eCommerce offering with Shift4’s existing ecosystem of services. The acquisition expanded the Company’s omni-channel transaction capabilities and enabled Shift4Shop merchants to augment their eCommerce platform experience with the Company’s secure integrated payments solutions. In addition, the Company’s indirect sales distribution network is able to offer Shift4Shop’s turnkey eCommerce capabilities to the Company’s new and existing POS and payments customers. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of accounts receivable, accrued expenses and other current liabilities assumed and residual goodwill. Hospitality Technology Vendor The Company completed the acquisition of a Hospitality Technology Vendor on October 16, 2020, by acquiring 100% of its membership interests for $9.9 million, net of cash acquired. Subsequently, the total consideration was adjusted to $9.5 million during the measurement period due to a working capital adjustment of $0.4 million, which reduced goodwill. In the three months ended June 30, 2021, the Company made a measurement period adjustment of $(0.3) million to accounts receivable with a corresponding increase to goodwill to reflect the facts and circumstances in existence as of the effective date of the acquisition. The purchase was funded with cash on hand. This acquisition enables the boarding of the vendor’s customers on the Company’s end-to-end acquiring solution and empowers the Company’s distribution partners to sign the vendor’s customer accounts and leverage the combined expertise to handle all aspects of installation, service, and support. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3 . ASC 606: Revenue from Contracts with Customers Under ASC 606, the Company has three separate performance obligations under its recurring software as a service agreements (“SaaS”) arrangements for point-of-sale systems provided to merchants: (1) point-of-sale software, (2) lease of hardware and (3) other support services. For the period January 1, 2019 through June 29, 2020, the hardware provided under the Company’s SaaS agreements was accounted for as a sales-type lease. 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. Disaggregated Revenue Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Payments-based revenue $ 324.8 $ 121.2 $ 540.7 $ 297.6 Subscription and other revenues 26.2 20.6 49.6 43.6 Total $ 351.0 $ 141.8 $ 590.3 $ 341.2 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Over-time revenue $ 341.1 $ 134.7 $ 571.3 $ 323.5 Point-in-time revenue 9.9 7.1 19.0 17.7 Total $ 351.0 $ 141.8 $ 590.3 $ 341.2 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 The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within “Gross revenue” in the 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Annual service fees and regulatory compliance fees $ 5.7 $ 3.4 $ 10.1 $ 6.8 Amount of these fees included in deferred revenue at beginning of period 4.6 1.7 4.0 2.8 Accounts Receivable The change in the Company’s allowance for doubtful accounts was as follows: June 30, June 30, 2021 2020 Beginning balance $ 5.7 $ 2.5 Additions to expense (a) 8.1 4.7 Write-offs, net of recoveries and other adjustments (1.0 ) (1.9 ) Ending balance $ 12.8 $ 5.3 (a) Includes a $5.5 million allowance on chargebacks from a single merchant recorded during the six months ended June 30, 2021, which is included in “Cost of Sales” on the unaudited Condensed Consolidated Statements of Operations. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 4 . The following table summarizes the changes in the Company’s restructuring accrual: Balance at December 31, 2020 $ 2.9 Severance payments (0.8 ) Accretion of interest (a) 0.1 Balance at June 30, 2021 $ 2.2 (a) Accretion of interest is included within “Restructuring expenses” in the unaudited Condensed Consolidated Statements of Operations. The Company recognized restructuring expenses associated with a historical acquisition of $0.1 million for the six months ended June 30, 2021 and $0.1 million and $0.3 million for the three and six months ended June 30, 2020, respectively. The current portion of the restructuring accrual of $1.5 million and $1.4 million at June 30, 2021 and December 31, 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 $0.7 million and Of the $2.2 million restructuring accrual outstanding as of June 30, 2021, approximately $0.8 million is expected to be paid in 2021 and $1.6 million in 2022, less accreted interest of $0.2 million. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5 . The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2020 $ 477.0 VenueNext acquisition (Note 2) 48.3 Hospitality Technology Vendor measurement period adjustment (Note 2) (0.1 ) Balance at June 30, 2021 $ 525.2 |
Other Intangible Assets, Net
Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | 6 . Other intangible assets, net consisted of the following: Weighted Average June 30, 2021 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 193.3 $ 119.9 $ 73.4 Acquired technology 9 113.1 48.5 64.6 Trademarks and trade names 17 21.0 3.8 17.2 Capitalized software development costs 4 33.0 8.7 24.3 Residual commission buyouts (a) 3 21.1 15.5 5.6 Total intangible assets $ 381.5 $ 196.4 $ 185.1 Weighted Average December 31, 2020 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 185.8 $ 106.5 $ 79.3 Acquired technology 9 105.1 42.2 62.9 Trademarks and trade names 9 57.4 39.1 18.3 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 4 25.1 5.8 19.3 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 20.0 13.5 6.5 Total intangible assets $ 397.4 $ 211.1 $ 186.3 (a) Residual commission buyouts include contingent payments of $3.5 million and As of June 30, 2021, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2021 (remaining six months) $ 26.6 2022 40.5 2023 27.6 2024 23.0 2025 21.8 Thereafter 45.6 Total $ 185.1 Amounts charged to expense in the unaudited Condensed Consolidated Statements of Operations for amortization of intangible assets were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization expense $ 9.4 $ 9.4 $ 19.5 $ 18.9 Cost of sales 4.7 3.5 9.2 6.9 Total $ 14.1 $ 12.9 $ 28.7 $ 25.8 |
Capitalized Acquisition Costs,
Capitalized Acquisition Costs, Net | 6 Months Ended |
Jun. 30, 2021 | |
Capitalized Acquisition Costs Net [Abstract] | |
Capitalized Acquisition Costs, Net | 7 . Capitalized acquisition costs, net were $32.8 million and Capitalized acquisition costs had a weighted average amortization period of three years at both June 30, 2021 and December 31, 2020. Amortization expense for capitalized acquisition costs is $5.1 million and $10.1 million for the three and six months ended June 30, 2021, respectively, and $3.7 million and $7.0 million for the three and six months ended June 30, 2020, respectively, and is included in “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations. As of June 30, 2021, the estimated future amortization expense for capitalized acquisition costs is as follows: 2021 (remaining six months) $ 9.7 2022 14.8 2023 7.5 2024 0.8 Total $ 32.8 |
Equipment for Lease, Net
Equipment for Lease, Net | 6 Months Ended |
Jun. 30, 2021 | |
Equipment For Lease Net [Abstract] | |
Equipment for Lease, Net | 8 . Equipment for lease, net consisted of the following: Weighted Average June 30, 2021 Depreciation Period (in years) Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 54.1 $ 14.0 $ 40.1 Equipment held for lease (a) N/A 7.1 — 7.1 Total equipment for lease $ 61.2 $ 14.0 $ 47.2 Weighted Average December 31, 2020 Depreciation Period (in years) Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 36.5 $ 6.9 $ 29.6 Equipment held for lease (a) N/A 7.0 — 7.0 Total equipment for lease, net $ 43.5 $ 6.9 $ 36.6 (a) Represents equipment that was not yet initially deployed to a merchant and, accordingly, is not being depreciated. The amount charged to “Depreciation and amortization expense” in the unaudited Condensed Consolidated Statements of Operations for depreciation of equipment under lease was $5.1 million and $9.6 million for the three and six months ended June 30, 2021, respectively, with no corresponding amounts for the three and six months ended June 30, 2020. 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. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment, Net | 9 . Property, plant and equipment, net consisted of the following: June 30, December 31, 2021 2020 Equipment $ 20.0 $ 16.0 Capitalized software 9.6 8.7 Leasehold improvements 11.6 11.6 Furniture and fixtures 3.1 3.1 Vehicles 0.3 0.2 Total property and equipment, gross 44.6 39.6 Less: Accumulated depreciation (27.1 ) (24.5 ) Total property and equipment, net $ 17.5 $ 15.1 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization expense $ 1.0 $ 0.9 $ 1.8 $ 1.9 Cost of sales 0.4 0.4 0.8 0.8 Total depreciation expense $ 1.4 $ 1.3 $ 2.6 $ 2.7 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10 . The Company’s outstanding debt consisted of the following: June 30, December 31, 2021 2020 Convertible Notes due 2025 (2025 Convertible Notes) $ 690.0 $ 577.5 Senior Notes due 2026 (2026 Senior Notes) 450.0 450.0 Other financing arrangements — 0.9 Total borrowings 1,140.0 1,028.4 Less: Current portion of debt — (0.9 ) 1,140.0 1,027.5 Less: Unamortized capitalized financing costs (22.4 ) (22.1 ) Total long-term debt $ 1,117.6 $ 1,005.4 Amortization of capitalized financing fees is included in “Interest expense” within the unaudited Condensed Consolidated Statements of Operations. Amortization expense was $1.2 million and $2.4 million for the three and six months ended June 30, 2021, respectively, and $1.0 million and $2.1 million for the three and six months ended June 30, 2020, respectively. Senior Notes due 2026 In October 2020, the Company’s subsidiaries Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (together, the “Issuers”) issued an aggregate of $450.0 million principal amount of 4.625% Senior Notes due 2026 (“2026 Senior Notes”). The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the 2026 Senior Notes Offering. The net proceeds of the 2026 Senior Notes Offering, together with cash on hand, were used to repay the remaining $450.0 million left on the First Lien Term Loan Facility. The 2026 Senior Notes mature on November 1, 2026, and accrue interest at a rate of 4.625% per year. Interest on the 2026 Senior Notes is payable semi-annually in arrears on each May 1 and November 1, commencing on May 1, 2021. The Issuers may redeem all or a portion of the 2026 Senior Notes at any time prior to November 1, 2022 at a redemption price equal to 100% of the principal amount of the 2026 Senior Notes, plus the applicable “make-whole” premium as provided in the indenture governing the 2026 Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after November 1, 2022, the Issuers may redeem all or a portion of the 2026 Senior Notes at the redemption prices set forth in the indenture governing the 2026 Senior Notes, plus accrued and unpaid interest, if any, to but excluding, the date of redemption. In addition, at any time prior to November 1, 2022, the Issuers may also redeem up to 40% of the original aggregate principal amount of the 2026 Senior Notes (including any additional 2026 Senior Notes) with the proceeds of certain equity offerings, at a redemption price equal to 104.625% of the principal amount of the 2026 Senior Notes, plus accrued and unpaid interest, if any to the redemption date. The Issuers may make such redemption so long as, after giving effect to any such redemption, at least 50% of the original aggregate principal amount of the 2026 Senior Notes (including any additional 2026 Senior Notes) remains outstanding (unless all 2026 Senior Notes are redeemed concurrently) and such redemption occurs not less than 10 days nor more than 60 days prior notice to the holders of the 2026 Senior Notes. The 2026 Senior Notes have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction. The 2026 Senior Notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S of the Securities Act. Convertible Notes due 2025 In December 2020, Shift4 Payments, Inc. issued an aggregate principal amount of $690.0 million of convertible senior notes due 2025 (“2025 Convertible Notes”) in an offering to qualified institutional buyers exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $673.6 million from the 2025 Convertible Notes Offering. he Company will settle conversions by paying in cash up to the principal amount of the 2025 Convertible Notes with any excess to be paid or delivered, as the case may be, in cash or shares of Class A common stock or a combination of both at its election, based on the conversion rate. of the 2025 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events . From and after September 15, 2025, holders may convert their 2025 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion of the 2025 Convertible Notes , the Company will pay in cash the principal amount of the 2025 Notes with any excess to be paid or delivered, as the case may be, in cash or shares of the Company’s Class A common stock or a combination of both at the Company’s election. The 2025 Convertible Notes will be redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after December 20, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the 2025 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Upon the occurrence of a “fundamental change,” which term includes certain change of control transactions, the Company must offer to repurchase the 2025 Convertible Notes at a price equal to 100 % of their principal amount, plus accrued and unpaid special interest, if any, to, but not including, the date of repurchase. In addition, if a “make-whole fundamental change” occurs prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be. In connection with the issuance of the 2025 Convertible Notes, Shift4 Payments, Inc. entered into an Intercompany Convertible Note with Shift4 Payments, LLC, whereby Shift4 Payments, Inc. provided the net proceeds from the issuance of the 2025 Convertible Notes to Shift4 Payments, LLC in the amount of $673.6 million. The terms of the Intercompany Convertible Note mirror the terms of the 2025 Convertible Notes issued by Shift4 Payments, Inc. The intent of the Intercompany Convertible Note is to maintain the parity of shares of Class A common stock with LLC Units as required by the Shift4 Payments LLC Agreement. As of December 31, 2020, in accounting for the issuance of the 2025 Convertible Notes, the Company separated the 2025 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $114.2 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. Debt issuance costs related to the 2025 Convertible Notes are comprised of discounts and commissions payable to the initial purchasers and third-party offering costs and total $16.4 million. As of December 31, 2020, the Company allocated the total amount incurred to the liability and equity components of the 2025 Note based on their relative values. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. As of December 31, 2020, the Company recorded a discount on the 2025 Convertible Notes of $111.5 million related to the separation of the conversion feature. This discount was removed upon adoption of this ASU. The adoption of ASU 2020-06 resulted in a decrease to additional paid-in capital of $111.5 million, a decrease to retained deficit of $1.6 million, and a net increase to long-term debt of $109.9 million. The net carrying amount of the 2025 Convertible Notes was as follows: June 30, December 31, 2021 2020 Principal outstanding $ 690.0 $ 690.0 Unamortized debt discount — (112.5 ) Unamortized debt issuance costs (14.5 ) (13.5 ) Net carrying value $ 675.5 $ 564.0 The debt issuance costs are amortized to interest expense over the term of the 2025 Convertible Notes at an effective interest rate of 0.48%. First Lien and Second Lien Term Loan Facility As of December 31, 2019, Shift4 Payments, LLC had borrowings of $650.0 million in aggregate principal amount of secured term loans comprised of first lien term loans of $520.0 million due November 30, 2024 (“First Lien Term Loan Facility”) and second lien term loans of $130.0 million due November 30, 2025 (“Second Lien Term Loan Facility”). Interest with respect to the First Lien Term Loan Facility was payable quarterly in arrears at a rate of LIBOR plus 4.50% per annum. 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 was determined based on Shift4 Payments, LLC first lien leverage ratio for the preceding fiscal quarter. Additional details on the credit agreement governing the First Lien Term Loan Facility are provided below under the heading “Revolving Credit Facility”. In June 2020, the Company made $59.8 million In October 2020, the Company fully repaid the First Lien Term Loan Facility, as discussed above, using the proceeds from the 2026 Senior Notes . Revolving Credit Facility The credit agreement governing the First Lien Term Loan Facility (“First Lien Credit Agreement”) included a revolving credit facility that had a borrowing capacity of $90.0 million (“Revolving Credit Facility”), with a maturity date of November 30, 2022. The Company was in compliance with these covenants at December 31, 2020. Loans incurred under the Revolving Credit Facility bore interest at the Company’s option at either the LIBO rate plus a margin ranging from 4.00% to 4.50% per year or the alternate base rate plus a margin ranging from 3.00% to 3.50% per year. The interest rate varied depending on the Company’s first lien leverage ratio. The alternate base rate and the LIBO rate were each subject to a zero percent floor. The Revolving Credit Facility unused commitment fee ranged from 0.25% to 0.50%. The applicable margin and unused commitment fee were determined based on the Company’s first lien net leverage ratio at the previously reported fiscal quarter. In the first quarter of 2020, the Company drew Amended and Restated Revolving Credit Facility On January 29, 2021, the Company amended and restated its First Lien Credit Agreement (“Amended Credit Agreement”) and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million, o f which The Revolving Credit Facility matures on January 29, 2026, or, if greater than $150.0 million aggregate principal amount of the Company’s 2025 Convertible Notes remains outstanding on September 15, 2025, on that date. The Amended Credit Agreement requires periodic interest payments until maturity. The Company may prepay all revolving loans under the Amended Credit Agreement at any time without premium or penalty (other than customary LIBO rate breakage costs), subject to certain notice requirements. The Company may also be subject to mandatory prepayments if the Revolving Credit Exposure exceeds the Revolving Credit Commitments under the Revolving Credit Facility. Loans incurred under the Revolving Credit Facility bear interest at the Company’s option at either the LIBO rate plus a margin ranging from 3.00% to 3.50% per year or the alternate base rate (the highest of the Federal Funds rate plus 0.50%, or the prime rate announced from time to time in The Wall Street Journal) plus a margin ranging from 2.00% to 2.50% per year (such margins being referred to as the “Applicable Rate”). The Applicable Rate varies depending on the Company’s total leverage ratio (as defined in the Amended Credit Agreement). The alternate base rate and the LIBO rate are each subject to a zero percent floor. In addition, the Company is required to pay a commitment fee under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate ranging from 0.25% per year to 0.50% per year, in each case based on the total leverage ratio. The Company is also subject to customary letter of credit and agency fees. Borrowings under the Amended Credit Agreement are guaranteed by each of the Company’s current and future direct and indirect wholly owned domestic subsidiaries, subject to certain customary exceptions as set forth in the Amended Credit Agreement. The obligations under the Amended Credit Agreement are secured by a first priority lien on substantially all the property and assets (real and personal, tangible and intangible) of the Company and the other guarantors, subject to certain customary exceptions. The Amended Credit Agreement requires compliance with certain financial covenants, including a maximum secured leverage ratio, tested quarterly when the loans and certain letters of credit outstanding under the revolving credit facility exceed 35% of the total revolving commitments. In addition, the Amended Credit Agreement contains various covenants that, among other restrictions, limit the Company’s and its subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; alter the business conducted by the Company and its subsidiaries; make investments, loans, advances, guarantees and acquisitions; enter into sale and leaseback transactions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; enter into agreements restricting the ability to pay dividends; redeem, repurchase or refinance other indebtedness; and amend or modify governing documents. The Company was in compliance with these covenants at June 30, 2021. The Amended Credit Agreement contains events of default that are customary for a secured credit facility. If an event of default relating to bankruptcy or other insolvency events with respect to a borrower occurs, all obligations under the Amended Credit Agreement will immediately become due and payable. If any other event of default exists under the Amended Credit Agreement, the lenders may accelerate the maturity of the obligations outstanding under the Amended Credit Agreement and exercise other rights and remedies, including charging a default rate of interest equal to 2.00 % per year above the rate that would otherwise be applicable. In addition, if any event of default exists under the Amended Credit Agreement, the lenders may commence foreclosure or other actions against the collateral. Borrowing capacity on this Revolving Credit Facility was $99.5 million as of June 30, 2021, net of a $0.5 million letter of credit. The 2025 Convertible Notes, 2026 Senior Notes and Revolving Credit Facility include certain restrictions on the ability of Shift4 Payments, LLC to make loans, advances, or pay dividends to Shift4 Payments, Inc. |
Other Consolidated Balance Shee
Other Consolidated Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Other Consolidated Balance Sheet Components [Abstract] | |
Other Consolidated Balance Sheet Components | 11 . Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, 2021 2020 Taxes receivable $ 4.0 $ 1.2 Prepaid insurance 1.7 2.5 Prepaid merchant signing bonuses (a) 1.4 — Other prepaid expenses (b) 7.1 6.5 Agent and employee loan receivables 0.3 0.3 Other current assets 0.3 1.0 Total prepaid expenses and other current assets $ 14.8 $ 11.5 (a) Represents deal bonuses paid to merchants to obtain processing contracts. (b) Includes prepayments related to information technology, rent, tradeshows and conferences. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2021 2020 Residuals payable $ 13.3 $ 6.8 Accrued interest 3.5 3.6 Accrued payroll 3.1 2.8 Deferred employer social security tax pursuant to the CARES Act 3.0 3.0 Deferred tenant reimbursement allowance 2.9 3.1 Escrow payable 2.3 2.3 Accrued rent 1.5 1.5 Taxes payable 1.5 1.4 Restructuring accrual 1.5 1.4 Other current liabilities 3.6 4.2 Total accrued expenses and other current liabilities $ 36.2 $ 30.1 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 12 . 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 merchants that convert to full acquiring merchants. 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 were remeasured periodically due to changes in management’s estimates of the number of existing point-of-sale merchants that will convert to full acquiring merchants. In determining the fair value of the contingent liabilities, management reviewed the current results of the acquired business, along with projected results for the remaining earnout period, to calculate the expected earnout payment to be made using the agreed upon formula as laid out in the respective acquisition agreement. The earnout liabilities were fully paid at March 31, 2021. The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Six Months Ended June 30, 2021 2020 Balance at beginning of period $ — $ 32.3 Additions (a) — 1.7 Cash payments made for contingent liabilities related to earnout payments (0.2 ) (1.5 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units — (23.2 ) Fair value adjustments 0.2 (8.7 ) Balance at end of period $ — $ 0.6 (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 Consolidated Balance Sheet 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 six months ended June 30, 2021 and 2020. The estimated fair value of the 2025 Convertible Notes and 2026 Senior Notes using quoted prices from over-the-counter markets, considered Level 2 inputs, was as follows. June 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value 2025 Convertible Notes $ 690.0 $ 937.3 $ 690.0 $ 843.9 2026 Senior Notes 450.0 470.7 450.0 468.0 Total $ 1,140.0 $ 1,408.0 $ 1,140.0 $ 1,311.9 Other financial instruments not measured at fair value on the Company’s unaudited Condensed Consolidated Balance Sheets at June 30, 2021 and December 31, 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 unaudited Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13 . 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 and VenueNext, Inc., two operating subsidiaries of Shift4 Payments, LLC, are considered C-Corporations for U.S. federal, state and local income tax purposes. Taxable income or loss from Shift4 Corporation and VenueNext is not passed through to Shift4 Payments, LLC. Instead, it is taxed at the corporate level subject to the prevailing corporate tax rates. 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 June 30 , 2021, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s effective tax rate was (421.4)% and (0.8)% for the three months ended June 30, 2021 and 2020, respectively, and (9.9)% and (0.4)% for the six months ended June 30, 2021 and 2020, respectively. The income tax benefit for the three and six months ended June 30, 2021 was different than the U.S. federal statutory income tax rate of 21% primarily due to the loss allocated to the noncontrolling interest, changes in the valuation allowances in the United States, the tax windfall related to vested equity-based compensation awards, and the near break-even loss before income taxes for the three months ended June 30, 2021. The income tax benefit for the three and six months ended June 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, changes in the valuation allowances in the United States and recording a tax benefit of $0.6 million for a net operating loss carryback at Shift4 Corporation which was allowed due to the CARES Act. 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 the 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 (“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 six months ended June 30, 2021. 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 does not expect the deferred tax asset or TRA liability to vary substantially from the amounts reported in the 2020 Form 10-K. 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. |
Operating Lease Agreements
Operating Lease Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Operating Lease Agreements | 14 . The Company has leases under noncancellable agreements which expire on various dates through November 30, 2030. Total rent expense, which is included in “General and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations, was $1.4 million and $2.9 million for the three and six months ended June 30, 2021, respectively, and $1.7 million and $3.4 million for the three and six months ended June 30, 2020, respectively. The following are the future minimum rental payments required under the operating leases as of June 30, 2021: 2021 (remaining six months) $ 2.9 2022 4.5 2023 3.6 2024 3.6 2025 3.1 Thereafter 6.8 Total $ 24.5 The Company expects to receive future minimum lease payments for hardware provided under the Company’s SaaS agreements of $9.7 million from July 1, 2021 through June 30, 2022. See Note 8 for more information on the accounting for these operating leases. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15 . The Company has a service agreement with the Founder, including access to aircrafts and a property. Total expense for this service, which is included in “General and administrative expenses” in the unaudited Condensed Consolidated Statements of Operations, was $0.3 million and $0.5 million for the three and six months ended June 30, 2021, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2020, respectively. There were no amounts outstanding at June 30, 2021 or December 31, 2020. On May 31, 2020, the Company amended the monthly fee and added services in this service agreement with the Founder. 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 $0.3 million and $0.8 million The Company incurred $1.2 million and $1.0 million in costs associated with the September 2020 and December 2020 Follow-on Offerings, respectively, that are reimbursable by Searchlight, and are included in “Accounts receivable, net” in the Consolidated Balance Sheets at December 31, 2020. The total receivable of $2.2 million was paid in the first quarter of 2021. In February 2021, the Company accepted the transfer of the right to select a participant for one seat on board Inspiration4, the first all-civilian mission to space, from the Founder, who is also the commander of the mission. The right was transferred to the Company as a non-cash contribution and recorded at its estimated fair value of $2.1 million in “Additional paid-in capital” on the Company’s unaudited Condensed Consolidated Balance Sheets as of June 30, 2021, and expensed within “Advertising and marketing” on the unaudited Condensed Consolidated Statements of Operations in March 2021 when the participant was selected for the mission through a contest held by the Company. In the six months ended June 30, 2021, the Company incurred a significant amount of nonrecurring expenses to integrate, rebrand and promote 3dcart to Shift4Shop in conjunction with the Inspiration4 announcement. The Company leveraged this unique opportunity to deploy Shift4Shop and promote the Shift4 brand as a whole. A portion of these expenses represented a combined marketing and promotion effort designed to bring attention to both Shift4Shop and the Inspiration4 mission. Management performed a review of the expenses and determined that certain expenses, totaling $0.8 million, were directly associated with the mission and were reimbursed by the Founder as of June 30, 2021. Rook entered into a margin loan agreement in September 2020, (“September 2020 Margin Loan”), 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. The September 2020 Margin Loan was repaid in March 2021. Rook entered into a margin loan agreement, replacing the September 2020 Margin Loan, in March 2021 (“March 2021 Margin Loan”), pursuant to which it pledged 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 10,000,000 Rook units for an equal number of the Company’s Class A common stock to satisfy Rook’s obligation. In March 2021, the Founder, through a wholly-owned special purpose vehicle (“SPV”), entered into a variable prepaid forward contract (“VPF Contract”) with an unaffiliated dealer (“Dealer”), covering approximately 2.0 million shares of the Company’s Class A common stock. The VPF Contract is scheduled to settle on specified dates in February, March and April 2023, at which time the actual number of shares of the Company’s Class A common stock to be delivered by the SPV will be determined based on the price of the Company’s Class A common stock on such dates relative to the forward floor price of $73.19 per share and the forward cap price of $137.24 per share, with the aggregate number not to exceed approximately 2.0 million shares, which is the number of shares of Company’s Class B common stock and LLC units pledged by Rook to secure its obligations under the contract. Subject to certain conditions, the SPV can also elect to settle the VPF Contract in cash and thereby retain full ownership of the pledged shares and units. If Rook were to default on its obligations under the VPF Contract and fail to cure such default, the Dealer would have the right to exchange the pledged Class B stock and LLC interests for an equal number of the Company’s Class A common stock, and sell such Class A common stock to satisfy Rook’s obligation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16 . 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 the Company’s business. The Company is currently not aware of any such legal proceedings or claims that the Company believes will have a material adverse effect on its business, financial condition or operating results. |
Redeemable Preferred Units
Redeemable Preferred Units | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Units | 17 . 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. During the three and six months ended June 30, 2020, $0.9 million and $2.1 million, respectively, of preferred dividends were accrued and recognized as a reduction of “Members’ Deficit.” In connection with the Reorganization Transactions, the redeemable preferred units were converted into LLC Interests. |
Stockholders' Equity_Members' D
Stockholders' Equity/Members' Deficit | 6 Months Ended |
Jun. 30, 2021 | |
Members Equity [Abstract] | |
Stockholders' Equity/Members' Deficit | 18 . 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 or subscription rights, and there will be no redemption or sinking fund provisions applicable to any class of common stock. Holders of Class A and Class B common stock do not have conversion rights. Shares of Class C common stock can only be held by the Continuing Equity Owners or their permitted transferees, and if any such shares are transferred to any other person, they will automatically convert into shares of Class A common stock on a one-to-one basis. Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to each of the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests (subject to certain exceptions). Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 19 . 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 Payments, Inc. Continuing Equity Owners Total Shift4 Payments, Inc. Continuing Equity Owners Total Balances at December 31, 2020 49,926,802 30,625,857 80,552,659 62.0 % 38.0 % 100.0 % Issuance of LLC units 2,325,489 — 2,325,489 1.0 % (1.0 %) — Redemption of LLC units 2,385,453 (2,385,453 ) — 2.9 % (2.9 %) — Balances at June 30, 2021 54,637,744 28,240,404 82,878,148 65.9 % 34.1 % 100.0 % The Continuing Equity Owners 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 basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed. In connection with the exercise of the redemption or exchange of LLC Interests (1) the Continuing Equity Owners will be required to surrender a number of shares of Class B common stock registered in the name of such redeeming or exchanging Continuing Equity Owner (or its applicable affiliate), which the Company will cancel for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged and (2) all redeeming members will surrender LLC Interests to Shift4 Payments, LLC for cancellation. |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation | 20 . Equity-based Compensation 2020 Incentive Award Plan In June 2020, the Company adopted the 2020 Incentive Award Plan (“2020 Plan”), which provides for the grant of stock options, restricted stock dividend equivalents, stock payments, Restricted Stock Units (“RSUs”), Performance Restricted Stock Units (“PRSUs”), stock appreciation rights, and other stock or cash awards. A maximum of 7,159,924 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 shares outstanding (on an as-converted basis, taking into account any and all securities convertible into, or exercisable, exchangeable or redeemable for, shares of Common Stock (including LLC Interests of Shift4 Payments, LLC)) on the last day of the immediately preceding fiscal year and (2) such smaller number of shares as determined by the Company’s board of directors. RSUs and PRSUs RSUs represent the right to receive shares of the Company’s Class A common stock at a specified date in the future. RSU activity for the six months ended June 30, 2021 was as follows: Six Months Ended June 30, 2021 Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at beginning of period 4,840,508 $ 24.35 Granted (a) 163,265 $ 74.80 Vested (3,240,146 ) $ 22.74 Forfeited or cancelled (6,715 ) $ 42.10 Unvested balance at end of period 1,756,912 $ 31.90 (a) Includes 77,326 RSUs not subject to continued service, which vested immediately in March 2021 and 35,973 RSUs issued in connection with the VenueNext acquisition, which vest at anniversary dates ranging from six months to two years. The grant date fair value of RSUs and PRSUs subject to continued service or those that vest immediately was determined based on the price of the Company’s Class A common stock on the grant date (or, in the case of the RSUs granted in connection with the IPO, the IPO price of $23.00 per share). The grant date fair value of the RSUs issued in connection with the IPO, that are 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 $6.6 million and $20.6 million for the three and six months ended June 30, 2021 and $50.0 million for both the three and six months ended June 30, 2020. At June 30, 2021, the total unrecognized equity-based compensation expense related to outstanding RSUs and PRSUs was |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | 21 . The following table presents the calculation of basic and diluted net income (loss) per share for the periods following the Reorganization Transactions under the two-class method. Basic and diluted income (loss) per share of the Company is calculated for the Company's current outstanding classes of common stock. Prior to the Reorganization Transactions, the Shift4 Payments, LLC membership structure included Class A Common units and Class B Common units. Certain of these units were exchanged for Class A and Class C common stock of the Company in the Reorganization Transactions, but not in a proportionate manner, with the remaining units reflecting a noncontrolling interest in the Company. The basic and diluted loss per share for the three and six months ended June 30, 2020 represents only the period from June 5, 2020 to June 30, 2020, the period where the Company had outstanding Class A and Class C common stock. Basic net income ( loss ) per share has been computed by dividing net income ( loss ) attributable to common shareholders 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 income ( loss ) per share has been computed in a manner consistent with that of basic net income ( loss ) per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. Three Months Ended June 30, Six Months Ended June 30, June 5, 2020 through 2021 2021 June 30, 2020 Net income (loss) $ 4.5 $ (46.5 ) $ (2.1 ) Less: Net income (loss) attributable to noncontrolling interests 1.3 (16.9 ) (1.1 ) Net income (loss) attributable to Shift4 Payments, Inc. $ 3.2 $ (29.6 ) $ (1.0 ) Adjustment to net income (loss) attributable to common stockholders — (0.3 ) (0.1 ) Net income (loss) attributable to common stockholders - basic $ 3.2 $ (29.9 ) $ (1.1 ) Numerator - allocation of net income (loss) attributable to common stockholders: Net income (loss) allocated to Class A common stock - basic $ 2.7 $ (24.8 ) $ (0.5 ) Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs 1.4 — — Net income (loss) allocated to Class A common stock - diluted $ 4.1 $ (24.8 ) $ (0.5 ) Net income (loss) allocated to Class C common stock - basic $ 0.5 $ (5.1 ) $ (0.6 ) Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs (0.1 ) — — Net income (loss) allocated to Class C common stock - diluted $ 0.4 $ (5.1 ) $ (0.6 ) Denominator: Weighted average shares of Class A common stock outstanding - basic 46,297,553 44,492,680 19,002,563 Effect of dilutive securities: LLC Interests 28,869,471 — — RSUs 1,726,595 — — Convertible notes 101,713 — — Weighted average shares of Class A common stock outstanding - diluted 76,995,332 44,492,680 19,002,563 Weighted average shares of Class C common stock outstanding - basic and diluted 8,151,747 9,075,667 20,139,163 Net income (loss) per share - Basic: Class A common stock $ 0.06 $ (0.56 ) $ (0.03 ) Class C common stock $ 0.06 $ (0.56 ) $ (0.03 ) Net income (loss) per share - Diluted: Class A Common Stock $ 0.05 $ (0.56 ) $ (0.03 ) Class C Common Stock $ 0.05 $ (0.56 ) $ (0.03 ) The following were excluded from the calculation of diluted net income (loss) per share as the effect would be anti-dilutive. Three months ended Six months ended June 5, 2020 through June 30, 2021 June 30, 2021 June 30, 2020 LLC Interests that convert into potential Class A common shares — 28,240,404 39,204,989 RSUs and performance RSUs - employee — 1,742,656 2,177,628 RSUs - non-employee directors — 10,244 52,660 2025 Convertible Notes — 50,856 — Total — 30,044,160 41,435,277 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 22 . Supplemental cash flows disclosures and noncash information consisted of the following: Six Months Ended June 30, 2021 2020 Cash paid for interest $ 10.5 $ 26.6 Cash paid for income taxes, net of refunds 0.3 0.1 Noncash operating activities Deferred compensation settled with restricted stock units — 2.1 Noncash investing activities Shares and equity-based compensation awards issued in connection with VenueNext acquisition 26.3 — Equipment for lease 5.8 — Capitalized software development costs 0.5 — Noncash financing activities Contingent consideration settled with Class A common stock — 21.1 Right associated with Inspiration4 seat 2.1 — Short-term financing for directors and officers insurance — 3.4 Preferred return on preferred stock settled with LLC Interests — 2.3 |
Segments
Segments | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments | 23 . 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 (“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. The following table summarizes gross revenue by revenue type: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Payments-based revenue $ 324.8 $ 121.2 $ 540.7 $ 297.6 Subscription and other revenues 26.2 20.6 49.6 43.6 Total gross revenue 351.0 141.8 590.3 341.2 Less: network fees 214.7 74.4 356.5 194.7 Less: Other costs of sales 58.2 35.8 103.9 71.5 Gross profit $ 78.1 $ 31.6 $ 129.9 $ 75.0 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24 . Subsequent Events Convertible Notes Offering – 2027 Notes On July 26, 2021, the Company issued an aggregate $632.5 million of convertible senior notes due 2027 (“2027 Convertible Notes”) to qualified institutional buyers in an offering exempt from registration under the Securities Act. The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $617.6 million from the 2027 Convertible Notes offering. The net proceeds of the 2027 Notes Offering, together with cash on hand, will be used for general corporate purposes. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Initial Public Offering and Concurrent Private Placement | Initial Public Offering and Concurrent Private Placement On June 4, 2020, the Securities and Exchange Commission (“SEC”) declared effective the Company’s Registration Statement on Form S-1 (File No. 333-238307), as amended, filed in connection with its Initial Public Offering (“IPO”) (the “Registration Statement”). The Company’s Class A common stock started trading on The New York Stock Exchange on June 5, 2020. On June 9, 2020, 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. Upon completion of the IPO, the Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses of approximately $34.2 million. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock to Rook Holdings Inc. (“Rook”), a corporation wholly-owned by the Company’s Founder and Chief Executive Officer. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. Shift4 Payments, Inc. used the proceeds to purchase newly-issued limited liability company interests from Shift4 Payments, LLC (“LLC Interests”). Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. See Note 10 for more information. In connection with the IPO, the Company completed certain reorganization transactions (“Reorganization Transactions”) as described in the Company’s Form 10-K for the year ended December 31, 2020 filed with the SEC on March 8, 2021 (“2020 Form 10-K”). |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. These unaudited In the opinion of management, the unaudited condensed consolidated financial statements 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, 2020, as disclosed in the 2020 Form 10-K. The unaudited condensed consolidated financial statements include the accounts of Shift4 Payments, Inc. and its wholly-owned subsidiaries. Shift4 Payments, Inc. consolidates the financial results of Shift4 Payments, LLC, which is considered a variable interest entity (“VIE”). Shift4 Payments, Inc. is the primary beneficiary and sole managing member of Shift4 Payments, LLC and has decision making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Shift4 Payments, LLC, and reports a noncontrolling interest representing the economic interest in Shift4 Payments, LLC held by certain affiliates of Searchlight Capital Partners (“Searchlight”) and Rook (together, the “Continuing Equity Owners”). As the Reorganization Transactions are considered transactions between entities under common control, the financial statement presentation 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. All intercompany balances and transactions have been eliminated in consolidation. The assets and liabilities of Shift4 Payments, LLC represent substantially all of the consolidated assets and liabilities of Shift4 Payments, Inc. with the exception of certain cash balances and the aggregate principal amount of $690.0 million of 2025 Convertible Notes that are held by Shift4 Payments, Inc. directly. See Note 10 for information on the accounting for the 2025 Convertible Notes . In connection with the issuance of the 2025 Convertible Notes , Shift4 Payments, Inc. entered into an intercompany convertible promissory note (“Intercompany Convertible Note”) with Shift4 Payments, LLC, whereby Shift4 Payments, Inc. provided the net proceeds from the issuance of the 2025 Convertible Notes to Shift4 Payments, LLC in the amount of $ 673.6 million. The terms of the Intercompany Convertible Note mirror the terms of the 2025 Convertible Notes issued by Shift4 Payments, Inc. The intent of the Intercompany Convertible Note is to maintain the parity of shares of Class A common stock with LLC Units as required by the Shift4 Payments LLC Agreement. As of June 30, 2021 and December 31, 2020 , $ 9.9 million and $ 684.5 million of cash was held by Shift4 Payments, Inc., respectively. Shift4 Payments Inc., which was established November 5, 2019, has not had any material operations on a standalone basis since its inception, and all of the operations of the Company are carried out by Shift4 Payments, LLC and its subsidiaries. |
Liquidity and Managements Plan | Liquidity and Management’s Plan The unprecedented and rapid spread of COVID-19 as well as the shelter-in place orders, promotion of social distancing measures, restrictions to businesses deemed non-essential, and travel restrictions implemented throughout the United States have significantly impacted the restaurant and hospitality industries. As a result, the Company’s revenues, which are largely tied to processing volumes in these verticals, were materially impacted beginning in the final two weeks of March 2020. Since late March 2020, despite volumes in merchant categories associated with international travel, corporate travel and stadium occupancy running lower than pre COVID-19 pandemic levels, the Company has seen a significant recovery in its end-to-end payment volumes as a result of merchants reopening their operations, new merchant onboarding and gateway conversions. While gross revenue and end-to-end volumes for the three and six months ended June 30, 2021 have exceeded those for the three and six months ended June 30, 2020, the Company will continue to evaluate the nature and extent of potential COVID-19-related impacts to its business, consolidated results of operations, and liquidity. As of June 30, 2021, the Company had $1,140.0 million outstanding under its credit facilities 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 Note 10 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, fair value of debt instruments, allowance for doubtful accounts, income taxes, investments in securities, noncontrolling interests and the February 2021 transfer of the right to select a participant for one seat on board Inspiration4, the first all-civilian mission to space, from Jared Isaacman, the Company’s Chief Executive Officer and founder (“Founder”). 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 pandemic is unknown and cannot be reasonably estimated. However, the Company has made accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, the unaudited condensed consolidated financial statements may be materially affected. |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements During the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2020, it was identified that $4.8 million of acquired technology recorded in “Other intangible assets, net” in the Consolidated Balance Sheet should have been impaired during fiscal year 2018. Although the Company has determined that this error did not have a material impact on its previously issued condensed consolidated financial statements, it has revised the accompanying condensed consolidated financial statements to correct for this error and to reflect the associated decrease in amortization expense of $0.2 million and $0.3 million recorded in “Cost of Sales” for the three and six months ended June 30, 2020. In addition, a misclassification of $0.9 million and $2.1 million was identified for the three and six months ended June 30, 2020, respectively, resulting from expensing equipment provided to customers under the Company’s warranty program as “General and administrative expenses” which should have been classified as “Cost of sales” in the unaudited Condensed Consolidated Statements of Operations. This misclassification has also been corrected in connection with the revision of the unaudited Condensed Consolidated Statements of Operations. The revisions had no net impact on cash flows from operating, investing or financing activities in the unaudited Condensed Consolidated Statements of Cash Flows. The applicable notes to the unaudited condensed consolidated financial statements have also been revised to correct for these errors. The following table sets forth the effects of the revisions to the previously issued unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2020 to correct for the prior period errors. For the three months ended June 30, 2020 For the six months ended June 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 109.5 $ 0.7 $ 110.2 $ 264.4 $ 1.8 $ 266.2 Gross profit 32.3 (0.7 ) 31.6 76.8 (1.8 ) 75.0 General and administrative expenses 89.2 (0.9 ) 88.3 111.5 (2.1 ) 109.4 Total operating expenses 89.3 (0.9 ) 88.4 125.3 (2.1 ) 123.2 Income (loss) from operations (57.0 ) 0.2 (56.8 ) (48.5 ) 0.3 (48.2 ) Loss before income taxes (75.6 ) 0.2 (75.4 ) (80.5 ) 0.3 (80.2 ) Net loss (a) (75.0 ) 0.2 (74.8 ) (80.2 ) 0.3 (79.9 ) Basic and diluted net loss per share - Class A and Class C (0.03 ) — (0.03 ) (0.03 ) — (0.03 ) (a) Net loss is equal to comprehensive loss. As a result of the revisions, "Retained Deficit" and "Total equity (deficit)” as of June 30, 2020 were revised from $(257.6) to $(261.3) and $470.6 to $466.9, respectively. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 to Shift4 Payments, Inc.’s consolidated financial statements as of and for the years ended December 31, 2020 and 2019 in the 2020 Form 10-K. There have been no significant changes to these policies which have had a material impact on the Company’s unaudited condensed consolidated financial statements and related notes during the six months ended June 30, 2021, except as noted below. Investments in securities Investments in securities represents the Company’s investments in equity of non-public entities. These non-marketable equity investments have no readily determinable fair values and are measured using the measurement alternative, which is defined as cost, less impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Adjustments, if any, are recorded in “Other income, net” on the unaudited Condensed Consolidated Statements of Operations. As of June 30, 2021, the Company has invested $27.5 million in Space Exploration Technologies Corp. (“SpaceX”), which designs, manufactures, and launches advanced rockets, spacecraft and satellites and $2.0 million in Sightline Payments, Inc. (“Sightline Payments”), a financial technology company that provides cashless, mobile, and omni-channel commerce solutions for the gaming, lottery, sports betting and other industries. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company, an emerging growth company (“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. The Company expects to become a large accelerated filer effective December 31, 2021, following which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. Accounting Pronouncements Adopted In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02: Leases he Company expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. In June 2016, the FASB issued ASU 2016-13: Financial Instruments—Credit Losses (Topic 326) The Company expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. As a result, the Company expects to In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment he Company expects 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ompany expects to become a large accelerated filer effective December 31, 2021, at which point the Company will follow the timeline for adoption of new accounting pronouncements for public companies. As a result, the Company expects to In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform In July 2021, the FASB issued ASU 2021-05: Lessors —Certain Leases with Variable Lease Payments |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Effect of Revisions | The following table sets forth the effects of the revisions to the previously issued unaudited Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2020 to correct for the prior period errors. For the three months ended June 30, 2020 For the six months ended June 30, 2020 Consolidated Statement of Operations As previously reported Adjustment As revised As previously reported Adjustment As revised Cost of sales $ 109.5 $ 0.7 $ 110.2 $ 264.4 $ 1.8 $ 266.2 Gross profit 32.3 (0.7 ) 31.6 76.8 (1.8 ) 75.0 General and administrative expenses 89.2 (0.9 ) 88.3 111.5 (2.1 ) 109.4 Total operating expenses 89.3 (0.9 ) 88.4 125.3 (2.1 ) 123.2 Income (loss) from operations (57.0 ) 0.2 (56.8 ) (48.5 ) 0.3 (48.2 ) Loss before income taxes (75.6 ) 0.2 (75.4 ) (80.5 ) 0.3 (80.2 ) Net loss (a) (75.0 ) 0.2 (74.8 ) (80.2 ) 0.3 (79.9 ) Basic and diluted net loss per share - Class A and Class C (0.03 ) — (0.03 ) (0.03 ) — (0.03 ) (a) Net loss is equal to comprehensive loss. As a result of the revisions, "Retained Deficit" and "Total equity (deficit)” as of June 30, 2020 were revised from $(257.6) to $(261.3) and $470.6 to $466.9, respectively. |
Acquisitions (Tables)
Acquisitions (Tables) - VenueNext | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Purchase Price Included the Forms of Consideration | The purchase price included the following forms of consideration: Cash $ 42.2 Shares of Class A common stock (a) 24.5 RSUs granted for fair value of equity-based compensation awards (b) 1.8 Total purchase consideration 68.5 Less: cash acquired (1.6 ) Total purchase consideration, net of cash acquired $ 66.9 (a) Total purchase consideration includes 345,423 shares of common stock. As of June 30, 2021, 325,127 shares of common stock have been issued. (b) The Company assumed all equity awards held by continuing employees. The portion of the fair value of the equity-based compensation awards associated with prior service of VenueNext employees represents a component of the total consideration as presented above and was valued based on the fair value of the VenueNext awards on March 3, 2021, the acquisition date. |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. Accounts receivable $ 0.7 Prepaid expenses and other current assets 0.2 Inventory 0.2 Other intangible assets 18.5 Goodwill (a) 48.3 Accounts payable (0.9 ) Deferred revenue (0.1 ) Net assets acquired $ 66.9 (a) Goodwill is not deductible for tax purposes. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Payments-based revenue $ 324.8 $ 121.2 $ 540.7 $ 297.6 Subscription and other revenues 26.2 20.6 49.6 43.6 Total $ 351.0 $ 141.8 $ 590.3 $ 341.2 Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Over-time revenue $ 341.1 $ 134.7 $ 571.3 $ 323.5 Point-in-time revenue 9.9 7.1 19.0 17.7 Total $ 351.0 $ 141.8 $ 590.3 $ 341.2 |
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 the 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Annual service fees and regulatory compliance fees $ 5.7 $ 3.4 $ 10.1 $ 6.8 Amount of these fees included in deferred revenue at beginning of period 4.6 1.7 4.0 2.8 |
Schedule of Changes in Allowance for Doubtful Accounts | The change in the Company’s allowance for doubtful accounts was as follows: June 30, June 30, 2021 2020 Beginning balance $ 5.7 $ 2.5 Additions to expense (a) 8.1 4.7 Write-offs, net of recoveries and other adjustments (1.0 ) (1.9 ) Ending balance $ 12.8 $ 5.3 (a) Includes a $5.5 million allowance on chargebacks from a single merchant recorded during the six months ended June 30, 2021, which is included in “Cost of Sales” on the unaudited Condensed Consolidated Statements of Operations. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Summary of Changes in Restructuring Accrual | The following table summarizes the changes in the Company’s restructuring accrual: Balance at December 31, 2020 $ 2.9 Severance payments (0.8 ) Accretion of interest (a) 0.1 Balance at June 30, 2021 $ 2.2 (a) Accretion of interest is included within “Restructuring expenses” in the unaudited Condensed Consolidated Statements of Operations. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ 477.0 VenueNext acquisition (Note 2) 48.3 Hospitality Technology Vendor measurement period adjustment (Note 2) (0.1 ) Balance at June 30, 2021 $ 525.2 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following: Weighted Average June 30, 2021 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 193.3 $ 119.9 $ 73.4 Acquired technology 9 113.1 48.5 64.6 Trademarks and trade names 17 21.0 3.8 17.2 Capitalized software development costs 4 33.0 8.7 24.3 Residual commission buyouts (a) 3 21.1 15.5 5.6 Total intangible assets $ 381.5 $ 196.4 $ 185.1 Weighted Average December 31, 2020 Amortization Period (in years) Carrying Value Accumulated Amortization Net Carrying Value Merchant relationships 8 $ 185.8 $ 106.5 $ 79.3 Acquired technology 9 105.1 42.2 62.9 Trademarks and trade names 9 57.4 39.1 18.3 Noncompete agreements 2 3.9 3.9 — Capitalized software development costs 4 25.1 5.8 19.3 Leasehold interest 2 0.1 0.1 — Residual commission buyouts (a) 3 20.0 13.5 6.5 Total intangible assets $ 397.4 $ 211.1 $ 186.3 (a) Residual commission buyouts include contingent payments of $3.5 million and |
Schedule of Estimated Amortization Expense for Intangible Assets | As of June 30, 2021, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2021 (remaining six months) $ 26.6 2022 40.5 2023 27.6 2024 23.0 2025 21.8 Thereafter 45.6 Total $ 185.1 |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization expense $ 9.4 $ 9.4 $ 19.5 $ 18.9 Cost of sales 4.7 3.5 9.2 6.9 Total $ 14.1 $ 12.9 $ 28.7 $ 25.8 |
Capitalized Acquisition Costs_2
Capitalized Acquisition Costs, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Capitalized Acquisition Costs Net [Abstract] | |
Summary of Estimated Future Amortization Expense for Capitalized Acquisition Costs | As of June 30, 2021, the estimated future amortization expense for capitalized acquisition costs is as follows: 2021 (remaining six months) $ 9.7 2022 14.8 2023 7.5 2024 0.8 Total $ 32.8 |
Equipment for Lease, Net (Table
Equipment for Lease, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Equipment for Lease, Net | Weighted Average June 30, 2021 Depreciation Period (in years) Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 54.1 $ 14.0 $ 40.1 Equipment held for lease (a) N/A 7.1 — 7.1 Total equipment for lease $ 61.2 $ 14.0 $ 47.2 Weighted Average December 31, 2020 Depreciation Period (in years) Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 36.5 $ 6.9 $ 29.6 Equipment held for lease (a) N/A 7.0 — 7.0 Total equipment for lease, net $ 43.5 $ 6.9 $ 36.6 (a) Represents equipment that was not yet initially deployed to a merchant and, accordingly, is not being depreciated. |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property,Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: June 30, December 31, 2021 2020 Equipment $ 20.0 $ 16.0 Capitalized software 9.6 8.7 Leasehold improvements 11.6 11.6 Furniture and fixtures 3.1 3.1 Vehicles 0.3 0.2 Total property and equipment, gross 44.6 39.6 Less: Accumulated depreciation (27.1 ) (24.5 ) Total property and equipment, net $ 17.5 $ 15.1 |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization expense $ 1.0 $ 0.9 $ 1.8 $ 1.9 Cost of sales 0.4 0.4 0.8 0.8 Total depreciation expense $ 1.4 $ 1.3 $ 2.6 $ 2.7 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The Company’s outstanding debt consisted of the following: June 30, December 31, 2021 2020 Convertible Notes due 2025 (2025 Convertible Notes) $ 690.0 $ 577.5 Senior Notes due 2026 (2026 Senior Notes) 450.0 450.0 Other financing arrangements — 0.9 Total borrowings 1,140.0 1,028.4 Less: Current portion of debt — (0.9 ) 1,140.0 1,027.5 Less: Unamortized capitalized financing costs (22.4 ) (22.1 ) Total long-term debt $ 1,117.6 $ 1,005.4 |
Summary of Net Carrying Amount of 2025 Notes | The net carrying amount of the 2025 Convertible Notes was as follows: June 30, December 31, 2021 2020 Principal outstanding $ 690.0 $ 690.0 Unamortized debt discount — (112.5 ) Unamortized debt issuance costs (14.5 ) (13.5 ) Net carrying value $ 675.5 $ 564.0 |
Other Consolidated Balance Sh_2
Other Consolidated Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Consolidated Balance Sheet Components [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: June 30, December 31, 2021 2020 Taxes receivable $ 4.0 $ 1.2 Prepaid insurance 1.7 2.5 Prepaid merchant signing bonuses (a) 1.4 — Other prepaid expenses (b) 7.1 6.5 Agent and employee loan receivables 0.3 0.3 Other current assets 0.3 1.0 Total prepaid expenses and other current assets $ 14.8 $ 11.5 (a) Represents deal bonuses paid to merchants to obtain processing contracts. (b) Includes prepayments related to information technology, rent, tradeshows and conferences. |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2021 2020 Residuals payable $ 13.3 $ 6.8 Accrued interest 3.5 3.6 Accrued payroll 3.1 2.8 Deferred employer social security tax pursuant to the CARES Act 3.0 3.0 Deferred tenant reimbursement allowance 2.9 3.1 Escrow payable 2.3 2.3 Accrued rent 1.5 1.5 Taxes payable 1.5 1.4 Restructuring accrual 1.5 1.4 Other current liabilities 3.6 4.2 Total accrued expenses and other current liabilities $ 36.2 $ 30.1 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
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: Six Months Ended June 30, 2021 2020 Balance at beginning of period $ — $ 32.3 Additions (a) — 1.7 Cash payments made for contingent liabilities related to earnout payments (0.2 ) (1.5 ) Contingent liabilities related to change of control settled with Class A common stock and restricted stock units — (23.2 ) Fair value adjustments 0.2 (8.7 ) Balance at end of period $ — $ 0.6 (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 Consolidated Balance Sheet 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. |
Summary of Estimated Fair Value | The estimated fair value of the 2025 Convertible Notes and 2026 Senior Notes using quoted prices from over-the-counter markets, considered Level 2 inputs, was as follows. June 30, 2021 December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value 2025 Convertible Notes $ 690.0 $ 937.3 $ 690.0 $ 843.9 2026 Senior Notes 450.0 470.7 450.0 468.0 Total $ 1,140.0 $ 1,408.0 $ 1,140.0 $ 1,311.9 |
Operating Lease Agreements (Tab
Operating Lease Agreements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021: 2021 (remaining six months) $ 2.9 2022 4.5 2023 3.6 2024 3.6 2025 3.1 Thereafter 6.8 Total $ 24.5 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Payments, Inc. Continuing Equity Owners Total Shift4 Payments, Inc. Continuing Equity Owners Total Balances at December 31, 2020 49,926,802 30,625,857 80,552,659 62.0 % 38.0 % 100.0 % Issuance of LLC units 2,325,489 — 2,325,489 1.0 % (1.0 %) — Redemption of LLC units 2,385,453 (2,385,453 ) — 2.9 % (2.9 %) — Balances at June 30, 2021 54,637,744 28,240,404 82,878,148 65.9 % 34.1 % 100.0 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of RSU Activity | RSU activity for the six months ended June 30, 2021 was as follows: Six Months Ended June 30, 2021 Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at beginning of period 4,840,508 $ 24.35 Granted (a) 163,265 $ 74.80 Vested (3,240,146 ) $ 22.74 Forfeited or cancelled (6,715 ) $ 42.10 Unvested balance at end of period 1,756,912 $ 31.90 (a) Includes 77,326 RSUs not subject to continued service, which vested immediately in March 2021 and 35,973 RSUs issued in connection with the VenueNext acquisition, which vest at anniversary dates ranging from six months to two years. |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share for the periods following the Reorganization Transactions under the two-class method. Three Months Ended June 30, Six Months Ended June 30, June 5, 2020 through 2021 2021 June 30, 2020 Net income (loss) $ 4.5 $ (46.5 ) $ (2.1 ) Less: Net income (loss) attributable to noncontrolling interests 1.3 (16.9 ) (1.1 ) Net income (loss) attributable to Shift4 Payments, Inc. $ 3.2 $ (29.6 ) $ (1.0 ) Adjustment to net income (loss) attributable to common stockholders — (0.3 ) (0.1 ) Net income (loss) attributable to common stockholders - basic $ 3.2 $ (29.9 ) $ (1.1 ) Numerator - allocation of net income (loss) attributable to common stockholders: Net income (loss) allocated to Class A common stock - basic $ 2.7 $ (24.8 ) $ (0.5 ) Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs 1.4 — — Net income (loss) allocated to Class A common stock - diluted $ 4.1 $ (24.8 ) $ (0.5 ) Net income (loss) allocated to Class C common stock - basic $ 0.5 $ (5.1 ) $ (0.6 ) Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs (0.1 ) — — Net income (loss) allocated to Class C common stock - diluted $ 0.4 $ (5.1 ) $ (0.6 ) Denominator: Weighted average shares of Class A common stock outstanding - basic 46,297,553 44,492,680 19,002,563 Effect of dilutive securities: LLC Interests 28,869,471 — — RSUs 1,726,595 — — Convertible notes 101,713 — — Weighted average shares of Class A common stock outstanding - diluted 76,995,332 44,492,680 19,002,563 Weighted average shares of Class C common stock outstanding - basic and diluted 8,151,747 9,075,667 20,139,163 Net income (loss) per share - Basic: Class A common stock $ 0.06 $ (0.56 ) $ (0.03 ) Class C common stock $ 0.06 $ (0.56 ) $ (0.03 ) Net income (loss) per share - Diluted: Class A Common Stock $ 0.05 $ (0.56 ) $ (0.03 ) Class C Common Stock $ 0.05 $ (0.56 ) $ (0.03 ) |
Schedule of Calculation of Diluted Net Income (Loss) Per Share as the Effect Would be Anti-dilutive | The following were excluded from the calculation of diluted net income (loss) per share as the effect would be anti-dilutive. Three months ended Six months ended June 5, 2020 through June 30, 2021 June 30, 2021 June 30, 2020 LLC Interests that convert into potential Class A common shares — 28,240,404 39,204,989 RSUs and performance RSUs - employee — 1,742,656 2,177,628 RSUs - non-employee directors — 10,244 52,660 2025 Convertible Notes — 50,856 — Total — 30,044,160 41,435,277 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Supplemental Cash Flows and Noncash Information | Supplemental cash flows disclosures and noncash information consisted of the following: Six Months Ended June 30, 2021 2020 Cash paid for interest $ 10.5 $ 26.6 Cash paid for income taxes, net of refunds 0.3 0.1 Noncash operating activities Deferred compensation settled with restricted stock units — 2.1 Noncash investing activities Shares and equity-based compensation awards issued in connection with VenueNext acquisition 26.3 — Equipment for lease 5.8 — Capitalized software development costs 0.5 — Noncash financing activities Contingent consideration settled with Class A common stock — 21.1 Right associated with Inspiration4 seat 2.1 — Short-term financing for directors and officers insurance — 3.4 Preferred return on preferred stock settled with LLC Interests — 2.3 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summarizes of Gross Revenue by Revenue | The following table summarizes gross revenue by revenue type: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Payments-based revenue $ 324.8 $ 121.2 $ 540.7 $ 297.6 Subscription and other revenues 26.2 20.6 49.6 43.6 Total gross revenue 351.0 141.8 590.3 341.2 Less: network fees 214.7 74.4 356.5 194.7 Less: Other costs of sales 58.2 35.8 103.9 71.5 Gross profit $ 78.1 $ 31.6 $ 129.9 $ 75.0 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | Jun. 09, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Feb. 28, 2021 | Jan. 01, 2021 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock issued and sold | 2,325,489 | ||||||||
Debt instrument, face amount | $ 650,000,000 | ||||||||
Cash | $ 9,900,000 | $ 684,500,000 | |||||||
Outstanding debt | 1,140,000,000 | 1,028,400,000 | |||||||
Other intangible assets, net | 185,100,000 | 186,300,000 | |||||||
Retained deficit | $ (261,300,000) | $ (261,300,000) | (306,700,000) | $ (261,300,000) | (278,700,000) | ||||
Total equity (deficit) | 466,900,000 | 466,900,000 | 294,600,000 | 466,900,000 | 459,600,000 | ||||
Additional paid-in capital | $ (601,300,000) | (738,300,000) | $ (2,100,000) | ||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | ||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||||||||
Change In Accounting Principle Accounting Standards Update Transition Option Elected Extensible List | us-gaap:AccountingStandardsUpdate201815ProspectiveMember | ||||||||
ASU 2020-06 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Retained deficit | $ (1,600,000) | ||||||||
Additional paid-in capital | 111,500,000 | ||||||||
Long-term debt | $ 109,900,000 | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | ||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | false | ||||||||
ASU 2018-13 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||||||||
Sightline Payments | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Investments in securities | $ 2,000,000 | ||||||||
Space Exploration Technologies Corp | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Investments in securities | 27,500,000 | ||||||||
Previously Reported | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Retained deficit | (257,600,000) | (257,600,000) | (257,600,000) | ||||||
Total equity (deficit) | $ 470,600,000 | 470,600,000 | 470,600,000 | ||||||
Cost of Sales | Adjustment | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Amortization expense | 200,000 | 300,000 | |||||||
Cost of Sales | Adjustment | Misclassification of Cost of Sales in General and Administrative Expenses | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Misclassification amount | 900,000 | 2,100,000 | |||||||
General and Administrative Expenses | Adjustment | Misclassification of Cost of Sales in General and Administrative Expenses | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Misclassification amount | $ 900,000 | $ 2,100,000 | |||||||
Acquired Technology | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Other intangible assets, net | 64,600,000 | 62,900,000 | |||||||
Acquired Technology | Previously Reported | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Other intangible assets, net | 4,800,000 | ||||||||
Senior Notes Due 2025 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | 690,000,000 | ||||||||
Convertible Notes Due 2025 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | 690,000,000 | 690,000,000 | |||||||
Proceeds from 2025 convertible notes offering | 673,600,000 | 16,400,000 | |||||||
Outstanding debt | 690,000,000 | 577,500,000 | |||||||
Conversion feature | 111,500,000 | ||||||||
Long-term debt | 675,500,000 | $ 564,000,000 | |||||||
First Lien Term Loan Facility | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Debt instrument, face amount | $ 520,000,000 | ||||||||
Outstanding debt | $ 1,140,000,000 | ||||||||
IPO and Private Placement | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 462,600,000 | ||||||||
Class A Common Stock | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock issued and sold | 17,250,000 | ||||||||
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 | $ 362,600,000 | ||||||||
Payment for underwriting discounts and commissions and offering expenses | $ 34,200,000 | ||||||||
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 | ||||||||
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 | $ 100,000,000 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Significant Accounting Policies - Effect of Revisions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||
Cost of sales | $ 272.9 | $ 110.2 | $ 460.4 | $ 266.2 | ||||||
Gross profit | 78.1 | 31.6 | 129.9 | 75 | ||||||
General and administrative expenses | 51.7 | 88.3 | 105.2 | 109.4 | ||||||
Total operating expenses | 73.2 | 88.4 | 168.5 | 123.2 | ||||||
Income (loss) from operations | 4.9 | (56.8) | (38.6) | (48.2) | ||||||
Loss before income taxes | (1.4) | (75.4) | (51.6) | (80.2) | ||||||
Net income (loss) | $ (2.1) | $ 4.5 | [1] | $ (51) | $ (74.8) | [1] | $ (46.5) | [1] | $ (79.9) | [1] |
Class A and Class C | ||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||
Basic and diluted net loss per share | $ (0.03) | $ (0.03) | ||||||||
As Previously Reported | ||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||
Cost of sales | $ 109.5 | $ 264.4 | ||||||||
Gross profit | 32.3 | 76.8 | ||||||||
General and administrative expenses | 89.2 | 111.5 | ||||||||
Total operating expenses | 89.3 | 125.3 | ||||||||
Income (loss) from operations | (57) | (48.5) | ||||||||
Loss before income taxes | (75.6) | (80.5) | ||||||||
Net income (loss) | $ (75) | $ (80.2) | ||||||||
As Previously Reported | Class A and Class C | ||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||
Basic and diluted net loss per share | $ (0.03) | $ (0.03) | ||||||||
Adjustment | ||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||||||||
Cost of sales | $ 0.7 | $ 1.8 | ||||||||
Gross profit | (0.7) | (1.8) | ||||||||
General and administrative expenses | (0.9) | (2.1) | ||||||||
Total operating expenses | (0.9) | (2.1) | ||||||||
Income (loss) from operations | 0.2 | 0.3 | ||||||||
Loss before income taxes | 0.2 | 0.3 | ||||||||
Net income (loss) | $ 0.2 | $ 0.3 | ||||||||
[1] | Net income (loss) is equal to comprehensive income (loss). |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Mar. 03, 2021 | Nov. 05, 2020 | Oct. 16, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Business acquisition, net of cash acquired | $ 40.2 | ||||
VenueNext | |||||
Business Acquisition [Line Items] | |||||
Business acquisition date | Mar. 3, 2021 | ||||
Business acquisition, net of cash acquired | $ 66.9 | ||||
Business acquisition, percentage of membership interests acquired | 100.00% | ||||
VenueNext | Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Business acquisition consideration transferred, value of shares | $ 24.5 | ||||
VenueNext | Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Weighted average life | 10 years | ||||
VenueNext | Trademarks and Trade Names | |||||
Business Acquisition [Line Items] | |||||
Weighted average life | 10 years | ||||
VenueNext | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted average life | 11 years | ||||
VenueNext | Professional Fees | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, expenses | $ 0.1 | 1.1 | |||
3dcart | |||||
Business Acquisition [Line Items] | |||||
Business acquisition date | Nov. 5, 2020 | ||||
Business acquisition, net of cash acquired | $ 39.9 | ||||
Business acquisition, percentage of membership interests acquired | 100.00% | ||||
3dcart | Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Business acquisition consideration transferred, value of shares | $ 19.2 | ||||
Hospitality Technology Vendor | |||||
Business Acquisition [Line Items] | |||||
Business acquisition date | Oct. 16, 2020 | ||||
Business acquisition, net of cash acquired | $ 9.9 | ||||
Business acquisition, percentage of membership interests acquired | 100.00% | ||||
Business acquisition, consideration transferred | $ 9.5 | ||||
Working capital adjustment, decrease in goodwill | $ (0.4) | $ (0.1) | |||
Measurement period adjustment, accounts receivable | $ (0.3) |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Included the Forms of Consideration (Details) - USD ($) $ in Millions | Mar. 03, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||
Total purchase consideration, net of cash acquired | $ 40.2 | |
VenueNext | ||
Business Acquisition [Line Items] | ||
Cash | $ 42.2 | |
Total purchase consideration | 68.5 | |
Less: cash acquired | (1.6) | |
Total purchase consideration, net of cash acquired | 66.9 | |
VenueNext | RSUs | ||
Business Acquisition [Line Items] | ||
RSUs granted for fair value of equity-based compensation awards | 1.8 | |
VenueNext | Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Shares of Class A common stock | $ 24.5 |
Acquisitions - Schedule of Pu_2
Acquisitions - Schedule of Purchase Price Included the Forms of Consideration (Parenthetical) (Details) - shares | Mar. 03, 2021 | Jun. 30, 2021 |
VenueNext | Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Business acquisition, number of stock issued | 345,423 | 325,127 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Mar. 03, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill (Note 5) | $ 525.2 | $ 477 | |
VenueNext | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 0.7 | ||
Prepaid expenses and other current assets | 0.2 | ||
Inventory | 0.2 | ||
Other intangible assets | 18.5 | ||
Goodwill (Note 5) | 48.3 | ||
Accounts payable | (0.9) | ||
Deferred revenue | (0.1) | ||
Net assets acquired | $ 66.9 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2021USD ($)PerformanceObligation | Dec. 31, 2020USD ($) | |
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ | $ 13.4 | $ 8.1 |
Cumulative Impact of Adopting ASC 606 | ASC 606 | ||
Disaggregation Of Revenue [Line Items] | ||
Number of revenue performance obligations | PerformanceObligation | 3 | |
Revenue performance obligation description | the Company has three separate performance obligations under its recurring software as a service agreements (“SaaS”) arrangements for point-of-sale systems provided to merchants: (1) point-of-sale software, (2) lease of hardware and (3) other support services. |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 351 | $ 141.8 | $ 590.3 | $ 341.2 |
Over-time Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 341.1 | 134.7 | 571.3 | 323.5 |
Point-in-time Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 9.9 | 7.1 | 19 | 17.7 |
Payments-based revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | 324.8 | 121.2 | 540.7 | 297.6 |
Subscription and other revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 26.2 | $ 20.6 | $ 49.6 | $ 43.6 |
Revenue - Summary of Annual Ser
Revenue - Summary of Annual Service Fees and Regulatory Compliance Fees (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | $ 351 | $ 141.8 | $ 590.3 | $ 341.2 |
Annual Service Fees and Regulatory Compliance Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | 5.7 | 3.4 | 10.1 | 6.8 |
Amount of These Fees Included in Deferred Revenue at Beginning of Period | ||||
Disaggregation Of Revenue [Line Items] | ||||
Gross revenue | $ 4.6 | $ 1.7 | $ 4 | $ 2.8 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Beginning balance | $ 5.7 | $ 2.5 |
Additions to expense | 8.1 | 4.7 |
Write-offs, net of recoveries and other adjustments | (1) | (1.9) |
Ending balance | $ 12.8 | $ 5.3 |
Revenue - Schedule of Changes_2
Revenue - Schedule of Changes in Allowance for Doubtful Accounts (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Allowance on chargebacks from a single merchant | $ 8.1 | $ 4.7 |
Cost of Sales | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Allowance on chargebacks from a single merchant | $ 5.5 |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in Restructuring Accrual (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Restructuring And Related Activities [Abstract] | |
Balance at December 31, 2020 | $ 2.9 |
Severance payments | (0.8) |
Accretion of interest | 0.1 |
Balance at June 30, 2021 | $ 2.2 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring expenses (Note 4) | $ 0.1 | $ 0.1 | $ 0.3 | |
Restructuring accrual, current portion | 1.5 | $ 1.4 | ||
Restructuring accrual outstanding | 2.2 | 2.9 | ||
Restructuring accrual outstanding expected to be paid in 2021 | 0.8 | |||
Restructuring accrual outstanding expected to be paid in 2022 | 1.6 | |||
Accretion of interest | 0.2 | |||
Accrued Expenses and Other Current Liabilities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring accrual, current portion | 1.5 | 1.4 | ||
Other Noncurrent Liabilities | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring accrual, noncurrent portion | $ 0.7 | $ 1.5 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | Oct. 16, 2020 | Jun. 30, 2021 |
Goodwill [Line Items] | ||
Balance, beginning | $ 477 | |
Balance, ending | 525.2 | |
VenueNext | ||
Goodwill [Line Items] | ||
Acquisition during period | 48.3 | |
Hospitality Technology Vendor | ||
Goodwill [Line Items] | ||
Hospitality Technology Vendor measurement period adjustment | $ (0.4) | $ (0.1) |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 381.5 | $ 397.4 |
Accumulated Amortization | 196.4 | 211.1 |
Net Carrying Value | $ 185.1 | $ 186.3 |
Merchant Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 8 years | 8 years |
Carrying Value | $ 193.3 | $ 185.8 |
Accumulated Amortization | 119.9 | 106.5 |
Net Carrying Value | $ 73.4 | $ 79.3 |
Acquired Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | 9 years |
Carrying Value | $ 113.1 | $ 105.1 |
Accumulated Amortization | 48.5 | 42.2 |
Net Carrying Value | $ 64.6 | $ 62.9 |
Trademarks and Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 17 years | 9 years |
Carrying Value | $ 21 | $ 57.4 |
Accumulated Amortization | 3.8 | 39.1 |
Net Carrying Value | $ 17.2 | $ 18.3 |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | |
Carrying Value | $ 3.9 | |
Accumulated Amortization | $ 3.9 | |
Capitalized Software Development Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years | 4 years |
Carrying Value | $ 33 | $ 25.1 |
Accumulated Amortization | 8.7 | 5.8 |
Net Carrying Value | $ 24.3 | $ 19.3 |
Leasehold Interest | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 2 years | |
Carrying Value | $ 0.1 | |
Accumulated Amortization | $ 0.1 | |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 3 years | 3 years |
Carrying Value | $ 21.1 | $ 20 |
Accumulated Amortization | 15.5 | 13.5 |
Net Carrying Value | $ 5.6 | $ 6.5 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Residual Commission Buyouts | ||
Finite Lived Intangible Assets [Line Items] | ||
Contingent payment | $ 3.5 | $ 3.4 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 (remaining six months) | $ 26.6 | |
2022 | 40.5 | |
2023 | 27.6 | |
2024 | 23 | |
2025 | 21.8 | |
Thereafter | 45.6 | |
Net Carrying Value | $ 185.1 | $ 186.3 |
Other Intangible Assets, Net _4
Other Intangible Assets, Net - Schedule of Amounts Charged to Expense in Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 14.1 | $ 12.9 | $ 28.7 | $ 25.8 |
Depreciation and Amortization Expense | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 9.4 | 9.4 | 19.5 | 18.9 |
Cost of Sales | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 4.7 | $ 3.5 | $ 9.2 | $ 6.9 |
Capitalized Acquisition Costs_3
Capitalized Acquisition Costs, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Capitalized Contract Cost [Line Items] | |||||
Capitalized acquisition cost, net | $ 32.8 | $ 32.8 | $ 30.2 | ||
Capitalized acquisition cost, gross carrying value | 60.6 | 60.6 | 55.7 | ||
Capitalized acquisition cost, accumulated amortization | $ 27.8 | $ 27.8 | $ 25.5 | ||
Capitalized acquisition costs, weighted average amortization period | 3 years | 3 years | 3 years | ||
Cost of Sales | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized acquisition cost, amortization expense | $ 5.1 | $ 3.7 | $ 10.1 | $ 7 |
Capitalized Acquisition Costs_4
Capitalized Acquisition Costs, Net - Summary of Estimate Future Amortization Expense for Capitalized Acquisition Costs (Details) $ in Millions | Jun. 30, 2021USD ($) |
Capitalized Acquisition Costs Net [Abstract] | |
2021 (remaining six months) | $ 9.7 |
2022 | 14.8 |
2023 | 7.5 |
2024 | 0.8 |
Total | $ 32.8 |
Equipment for Lease, Net - Sche
Equipment for Lease, Net - Schedule of Equipment for Lease, Net (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Carrying Value | $ 61.2 | $ 43.5 |
Accumulated Depreciation | 14 | 6.9 |
Net Carrying Value | $ 47.2 | $ 36.6 |
Equipment Under Lease | ||
Operating Leased Assets [Line Items] | ||
Weighted Average Depreciation Period | 3 years | 3 years |
Carrying Value | $ 54.1 | $ 36.5 |
Accumulated Depreciation | 14 | 6.9 |
Net Carrying Value | 40.1 | 29.6 |
Equipment Held for Lease | ||
Operating Leased Assets [Line Items] | ||
Carrying Value | 7.1 | 7 |
Net Carrying Value | $ 7.1 | $ 7 |
Equipment for Lease, Net - Addi
Equipment for Lease, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Depreciation and amortization expenses of equipment | $ 5,100,000 | $ 0 | $ 9,600,000 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property,Plant and Equipment, Net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 44.6 | $ 39.6 |
Less: Accumulated depreciation | (27.1) | (24.5) |
Total property and equipment, net | 17.5 | 15.1 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 20 | 16 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 9.6 | 8.7 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 11.6 | 11.6 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 3.1 | 3.1 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 0.3 | $ 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 (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 15.5 | $ 10.4 | $ 30.9 | $ 20.9 |
Cost of sales | 0.4 | 0.4 | 0.8 | 0.8 |
Total depreciation expense | 1.4 | 1.3 | 2.6 | 2.7 |
Depreciation and Amortization Expense | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 1 | $ 0.9 | $ 1.8 | $ 1.9 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 1,140 | $ 1,028.4 |
Less: Current portion of debt | (0.9) | |
Total debt | 1,140 | 1,027.5 |
Less: Unamortized capitalized financing costs | (22.4) | (22.1) |
Total long-term debt | 1,117.6 | 1,005.4 |
2025 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total borrowings | 690 | 577.5 |
Less: Unamortized capitalized financing costs | (14.5) | (13.5) |
2026 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 450 | 450 |
Other Financing Arrangements | ||
Debt Instrument [Line Items] | ||
Other financing arrangements | $ 0.9 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jan. 29, 2021USD ($) | Oct. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Day$ / shares | Dec. 31, 2019USD ($) | Feb. 28, 2021USD ($) | Jan. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||||||
Additional paid-in capital | $ (601,300,000) | $ (601,300,000) | $ (738,300,000) | $ (2,100,000) | ||||||||
Retained deficit | $ 261,300,000 | 306,700,000 | $ 261,300,000 | 306,700,000 | $ 261,300,000 | 278,700,000 | ||||||
Loss on extinguishment of debt | 7,100,000 | 200,000 | 7,100,000 | |||||||||
Proceeds from lines of credit | 68,500,000 | |||||||||||
Outstanding borrowings repaid | 89,500,000 | |||||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 99,500,000 | 99,500,000 | 89,500,000 | $ 90,000,000 | ||||||||
Line of credit facility, maturity date | Nov. 30, 2022 | |||||||||||
Proceeds from lines of credit | $ 68,500,000 | |||||||||||
Outstanding borrowings repaid | 89,500,000 | |||||||||||
Minimum letters of credit outstanding covenant percentage of revolving commitments | 35.00% | |||||||||||
Debt instrument default interest rate per year | 2.00% | |||||||||||
Standby Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 500,000 | 500,000 | 500,000 | |||||||||
LIBOR | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 0.00% | |||||||||||
Base Rate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 0.00% | |||||||||||
Alternate Base Rate and LIBO Rate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, floor rate | 0.00% | |||||||||||
ASU 2020-06 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Additional paid-in capital | $ 111,500,000 | |||||||||||
Retained deficit | 1,600,000 | |||||||||||
Long-term debt | $ 109,900,000 | |||||||||||
Minimum | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility unused commitment fee percentage | 0.25% | 0.25% | ||||||||||
Minimum | LIBOR | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 3.00% | 4.00% | ||||||||||
Minimum | Base Rate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 2.00% | 3.00% | ||||||||||
Maximum | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility unused commitment fee percentage | 0.50% | 0.50% | ||||||||||
Maximum | LIBOR | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 3.50% | 4.50% | ||||||||||
Maximum | Base Rate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 2.50% | 3.50% | ||||||||||
Maximum | Federal Funds Rate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 0.50% | |||||||||||
Convertible Notes Due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of capitalized financing fees | 1,200,000 | $ 1,000,000 | 2,400,000 | $ 2,100,000 | ||||||||
Debt instrument, face amount | 690,000,000 | 690,000,000 | $ 690,000,000 | |||||||||
Debt instrument, maturity date | Dec. 15, 2025 | |||||||||||
Debt instrument, redemption price percentage | 100.00% | |||||||||||
Proceeds from 2025 notes offering | $ 673,600,000 | |||||||||||
Debt Instrument, convertible price percentage | 130.00% | |||||||||||
Carrying amount of equity component | $ 114,200,000 | |||||||||||
Proceeds from 2025 convertible notes offering | 673,600,000 | 16,400,000 | ||||||||||
Conversion feature | 111,500,000 | |||||||||||
Long-term debt | $ 675,500,000 | $ 675,500,000 | 564,000,000 | |||||||||
Debt instrument effective interest rate | 0.48% | 0.48% | ||||||||||
Convertible Notes Due 2025 | Shift4 Payments, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net proceeds from intercompany convertible note | $ 673,600,000 | |||||||||||
Intercompany convertible note, description | In connection with the issuance of the 2025 Convertible Notes, Shift4 Payments, Inc. entered into an Intercompany Convertible Note with Shift4 Payments, LLC, whereby Shift4 Payments, Inc. provided the net proceeds from the issuance of the 2025 Convertible Notes to Shift4 Payments, LLC in the amount of $673.6 million. The terms of the Intercompany Convertible Note mirror the terms of the 2025 Convertible Notes issued by Shift4 Payments, Inc. The intent of the Intercompany Convertible Note is to maintain the parity of shares of Class A common stock with LLC Units as required by the Shift4 Payments LLC Agreement. | |||||||||||
Convertible Notes Due 2025 | Class A Common Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument initial conversion of shares | 12.4262 | |||||||||||
Debt instrument initial conversion amount | $ 1,000 | |||||||||||
Debt instrument, conversion price per share | $ / shares | $ 80.48 | |||||||||||
Convertible Notes Due 2025 | Quarter Commencing After March 31, 2021 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, number of trading days | Day | 20 | |||||||||||
Debt Instrument, number of consecutive trading days | Day | 30 | |||||||||||
Debt Instrument, convertible price percentage | 130.00% | |||||||||||
Convertible Notes Due 2025 | 2021 Measurement Period | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument initial conversion amount | $ 1,000 | |||||||||||
Debt Instrument, number of consecutive trading days | Day | 5 | |||||||||||
Debt Instrument, convertible price percentage | 98.00% | |||||||||||
Debt instrument number of business days | Day | 5 | |||||||||||
4.625% Senior Notes Due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 450,000,000 | |||||||||||
Proceeds from notes offering | $ 442,800,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 4.625% | |||||||||||
Repayments of debt | $ 450,000,000 | |||||||||||
Debt instrument, maturity date | Nov. 1, 2026 | |||||||||||
Debt instrument, frequency of interest payment | semi-annually | |||||||||||
Debt instrument, interest payment, commencement date | May 1, 2021 | |||||||||||
Debt instrument, redemption price percentage | 100.00% | |||||||||||
Debt instrument, redemption percentage | 104.625% | |||||||||||
Redemption period minimum term | 10 days | |||||||||||
Redemption period maximum term | 60 days | |||||||||||
4.625% Senior Notes Due 2026 | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, redemption percentage | 50.00% | |||||||||||
4.625% Senior Notes Due 2026 | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, redemption percentage | 40.00% | |||||||||||
First Lien Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 520,000,000 | |||||||||||
Debt instrument, maturity date | Nov. 30, 2024 | |||||||||||
Debt instrument, frequency of interest payment | payable quarterly | |||||||||||
Debt instrument, principal pre-payment | 59,800,000 | |||||||||||
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, frequency of interest payment | payable quarterly | |||||||||||
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% | |||||||||||
First Lien Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ 200,000 | $ 200,000 | ||||||||||
First Lien Credit Agreement | Convertible Notes Due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maturity date | Sep. 15, 2025 | |||||||||||
First Lien Credit Agreement | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||
Line of credit facility, maturity date | Jan. 29, 2026 | |||||||||||
First Lien Credit Agreement | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving loan facility available | $ 25,000,000 | |||||||||||
First Lien Credit Agreement | Minimum | Convertible Notes Due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 150,000,000 |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of 2025 Convertible Notes (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Principal outstanding | $ 650,000,000 | ||
Unamortized debt issuance costs | $ (22,400,000) | $ (22,100,000) | |
Convertible Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 690,000,000 | 690,000,000 | |
Unamortized debt discount | (112,500,000) | ||
Unamortized debt issuance costs | (14,500,000) | (13,500,000) | |
Net carrying value | $ 675,500,000 | $ 564,000,000 |
Other Consolidated Balance Sh_3
Other Consolidated Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Taxes receivable | $ 4 | $ 1.2 |
Prepaid insurance | 1.7 | 2.5 |
Prepaid merchant signing bonuses | 1.4 | |
Other prepaid expenses | 7.1 | 6.5 |
Agent and employee loan receivables | 0.3 | 0.3 |
Other current assets | 0.3 | 1 |
Total prepaid expenses and other current assets | $ 14.8 | $ 11.5 |
Other Consolidated Balance Sh_4
Other Consolidated Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Residuals payable | $ 13.3 | $ 6.8 |
Accrued interest | 3.5 | 3.6 |
Accrued payroll | 3.1 | 2.8 |
Deferred employer social security tax pursuant to the CARES Act | 3 | 3 |
Deferred tenant reimbursement allowance | 2.9 | 3.1 |
Escrow payable | 2.3 | 2.3 |
Accrued rent | 1.5 | 1.5 |
Taxes payable | 1.5 | 1.4 |
Restructuring accrual | 1.5 | 1.4 |
Other current liabilities | 3.6 | 4.2 |
Total accrued expenses and other current liabilities | $ 36.2 | $ 30.1 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
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 | |
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 - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Details) - Significant Observable Inputs (Level 3) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 32.3 | |
Additions | 1.7 | |
Fair value adjustments | $ 0.2 | (8.7) |
Balance at end of period | 0.6 | |
Earnout Payments | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Payments made for contingent liabilities | $ (0.2) | (1.5) |
Change of Control | Class A Common Stock | Restricted Stock Units | ||
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) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Level 3 | Initial Public Offering | RSUs | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuance of restricted stock units for settlement of contingent liabilities | 89,842 | |
Other Noncurrent Liabilities | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Deferred compensation liabilities | $ 1.7 | $ 1.9 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Estimated Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | $ 1,140 | $ 1,140 |
Fair Value | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 1,408 | 1,311.9 |
2025 Convertible Notes | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 690 | 690 |
2025 Convertible Notes | Fair Value | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 937.3 | 843.9 |
2026 Senior Notes | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | 450 | 450 |
2026 Senior Notes | Fair Value | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Long-term debt | $ 470.7 | $ 468 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (421.40%) | (0.80%) | (9.90%) | (0.40%) |
U.S federal statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Tax benefit of net operating loss carryback allowed due to CARES Act | $ 0.6 | |||
Tax receivable agreement realized tax benefit percentage | 85.00% | |||
Tax receivable agreement expected remaining tax benefit percentage | 15.00% |
Operating Lease Agreements - Ad
Operating Lease Agreements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Noncancellable lease agreements expiration date | Nov. 30, 2030 | |||
Rent expense | $ 1.4 | $ 1.7 | $ 2.9 | $ 3.4 |
Operating Lease Agreements - Su
Operating Lease Agreements - Summary of Future Minimum Rental Payments Under Operating Lease (Details) $ in Millions | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (remaining six months) | $ 2.9 |
2022 | 4.5 |
2023 | 3.6 |
2024 | 3.6 |
2025 | 3.1 |
Thereafter | 6.8 |
Total | $ 24.5 |
Operating Lease Agreements - _2
Operating Lease Agreements - Additional Information (Details 1) - SaaS Agreement - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-07-01 $ in Millions | Jun. 30, 2021USD ($) |
Disaggregation Of Revenue [Line Items] | |
Total remaining performance obligations | $ 9.7 |
Contractual term | 1 year |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Feb. 28, 2021USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Payments made to related parties | $ 2,200,000 | |||||||
Additional paid-in capital | $ 601,300,000 | $ 601,300,000 | $ 738,300,000 | $ 2,100,000 | ||||
Total management expense | 800,000 | $ 800,000 | ||||||
VPF Contract | ||||||||
Related Party Transaction [Line Items] | ||||||||
Forward floor price | $ / shares | 73.19 | |||||||
Forward cap price | $ / shares | 137.24 | |||||||
Class A Common Stock | VPF Contract | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares covering under contract | shares | 2,000,000 | |||||||
Class B Common Stock | Maximum | VPF Contract | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares pledged under contract | shares | 2,000,000 | |||||||
September 2020 Margin Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction description | Rook entered into a margin loan agreement in September 2020, (“September 2020 Margin Loan”), 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. | |||||||
Margin Loan Agreement | Rook Units | Rook Holdings Inc | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Right to exchange and sell limited liability company shares by lender upon default | shares | 10,000,000 | |||||||
March 2021 Margin Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction description | Rook entered into a margin loan agreement, replacing the September 2020 Margin Loan, in March 2021 (“March 2021 Margin Loan”), pursuant to which it pledged 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 10,000,000 Rook units for an equal number of the Company’s Class A common stock to satisfy Rook’s obligation. | |||||||
Accounts Receivable | Follow On Offering | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party costs | $ 1,200,000 | 1,000,000 | ||||||
Professional Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 300,000 | $ 800,000 | ||||||
Founder | Aircraft Service | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction description | The Company has a service agreement with the Founder, including access to aircrafts and a property. | |||||||
Founder | Aircraft Service | Accrued Expenses and Other Current Liabilities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding to related parties | 0 | $ 0 | $ 0 | |||||
Founder | Aircraft Service | General and Administrative Expenses | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total expense transaction with related party | $ 300,000 | $ 100,000 | $ 500,000 | $ 200,000 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Details) - Non-convertible Redeemable Preferred Units - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Temporary Equity [Line Items] | |||
Redeemable preferred units, preferred dividend rate | 10.50% | ||
Redeemable preferred units, accrued preferred dividends | $ 0.9 | $ 2.1 |
Stockholders' Equity_Members'_2
Stockholders' Equity/Members' Deficit - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Preferred stock,authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock,authorized | 20,000,000 | |
Preferred stock, par value | $ 0.0001 | |
Class A Common Units | Searchlight | ||
Class Of Stock [Line Items] | ||
Investment owned shares | 28,889,790 | |
Interest owned percentage | 52.30% | |
Class A Common Units | Rook Holdings Inc | ||
Class Of Stock [Line Items] | ||
Investment owned shares | 25,829,016 | |
Interest owned percentage | 46.70% | |
Class B Common Units | Former Equity Owner | ||
Class Of Stock [Line Items] | ||
Investment owned shares | 528,150 | |
Interest owned percentage | 1.00% | |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote per share | |
Common stock, conversion basis | one-to-one | |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | ten votes per share | |
Common stock, conversion basis | one-to-one | |
Class C Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | ten votes per share |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary of Ownership of LLC Interests (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Minority Interest [Line Items] | |
Balances at December 31, 2020 | 80,552,659 |
Issuance of LLC units | 2,325,489 |
Balances at June 30, 2021 | 82,878,148 |
Balances at June 4, 2020, Ownership percentage | 100.00% |
Balances at December 31, 2020, Ownership percentage | 100.00% |
Shift4 Payments, Inc | |
Minority Interest [Line Items] | |
Balances at December 31, 2020 | 49,926,802 |
Issuance of LLC units | 2,325,489 |
Redemption of LLC units | 2,385,453 |
Balances at June 30, 2021 | 54,637,744 |
Balances at June 4, 2020, Ownership percentage | 62.00% |
Issuance of LLC units, Ownership percentage | 1.00% |
Redemption of LLC units, Ownership percentage | 2.90% |
Balances at December 31, 2020, Ownership percentage | 65.90% |
Continuing Equity Owners | |
Minority Interest [Line Items] | |
Balances at December 31, 2020 | 30,625,857 |
Redemption of LLC units | (2,385,453) |
Balances at June 30, 2021 | 28,240,404 |
Balances at June 4, 2020, Ownership percentage | 38.00% |
Issuance of LLC units, Ownership percentage | (1.00%) |
Redemption of LLC units, Ownership percentage | (2.90%) |
Balances at December 31, 2020, Ownership percentage | 34.10% |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Class A Common Stock | |
Minority Interest [Line Items] | |
Stock issue description | one-for-one |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 6.6 | $ 50 | $ 20.6 | $ 50 | |
RSUs and PRSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized equity-based compensation expense | $ 45.9 | $ 45.9 | |||
Unrecognized equity-based compensation expense expected to be recognized over weighted-average period | 2 years 10 days | ||||
2020 Incentive Award Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum common stock available for issuance | 7,159,924 | 7,159,924 | 7,159,924 | ||
Percentage of outstanding shares of all classes of common stock | 1.00% | ||||
2020 Incentive Award Plan | Initial Public Offering | RSUs and PRSUs Subject to Continued Service | Vest in Prior to June 2021 | Class A Common Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vested, Weighted Average Grant Date Fair Value | $ 23 |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of RSU Activity (Details) - RSUs | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Unvested balance at beginning of period | shares | 4,840,508 |
Number of RSUs, Granted | shares | 163,265 |
Number of RSUs, Vested | shares | (3,240,146) |
Number of RSUs, Forfeited or cancelled | shares | (6,715) |
Number of RSUs, Unvested balance at end of period | shares | 1,756,912 |
Unvested balance at beginning of period, Weighted Average Grant Date Fair Value | $ / shares | $ 24.35 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 74.80 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 22.74 |
Forfeited or cancelled, Weighted Average Grant Date Fair Value | $ / shares | 42.10 |
Unvested balance at end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 31.90 |
Equity-based Compensation - S_2
Equity-based Compensation - Schedule of RSU Activity (Parenthetical) (Details) - 2020 Incentive Award Plan | 6 Months Ended |
Jun. 30, 2021shares | |
RSUs Not Subject to Continued Service | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted under plan | 77,326 |
Vesting month and year | 2021-03 |
RSUs Issued in Connection with VenueNext Acquisition, Vesting at Anniversary Dates | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted under plan | 35,973 |
RSUs Issued in Connection with VenueNext Acquisition, Vesting at Anniversary Dates | Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 6 months |
RSUs Issued in Connection with VenueNext Acquisition, Vesting at Anniversary Dates | Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 2 years |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) per Share - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||||||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net income (loss) | $ (2.1) | $ 4.5 | [1] | $ (51) | $ (74.8) | [1] | $ (46.5) | [1] | $ (79.9) | [1] | |
Less: Net income (loss) attributable to noncontrolling interests | (1.1) | 1.3 | [2] | (73.8) | [2] | (16.9) | [2] | (78.9) | [2] | ||
Net income (loss) attributable to Shift4 Payments, Inc. | (1) | 3.2 | [3] | $ (1) | [3] | (29.6) | [3] | $ (1) | [3] | ||
Adjustment to net income (loss) attributable to common stockholders | (0.1) | (0.3) | |||||||||
Net income (loss) attributable to common stockholders - basic | (1.1) | 3.2 | (29.9) | ||||||||
Class A Common Stock | |||||||||||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net income (loss) attributable to common stockholders - basic | (0.5) | 2.7 | (24.8) | ||||||||
Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs | 1.4 | ||||||||||
Net income (loss) allocated to common stock - diluted | $ (0.5) | $ 4.1 | $ (24.8) | ||||||||
Denominator: | |||||||||||
Basic weighted average common stock outstanding | 19,002,563 | 46,297,553 | [4] | 19,002,563 | [4] | 44,492,680 | [4] | 19,002,563 | [4] | ||
Effect of dilutive securities: | |||||||||||
Weighted average shares of Class A common stock outstanding - diluted | 19,002,563 | 76,995,332 | [4] | 19,002,563 | [4] | 44,492,680 | [4] | 19,002,563 | [4] | ||
Basic net income (loss) per share: | |||||||||||
Net income (loss) per share | $ (0.03) | $ 0.06 | [4] | $ (0.03) | [4] | $ (0.56) | [4] | $ (0.03) | [4] | ||
Diluted net income (loss) per share: | |||||||||||
Net income (loss) per share | $ (0.03) | $ 0.05 | [4] | $ (0.03) | [4] | $ (0.56) | [4] | $ (0.03) | [4] | ||
Class A Common Stock | LLC Interests | |||||||||||
Effect of dilutive securities: | |||||||||||
Weighted average diluted shares of common stock outstanding adjustment | 28,869,471 | ||||||||||
Class A Common Stock | RSUs | |||||||||||
Effect of dilutive securities: | |||||||||||
Weighted average diluted shares of common stock outstanding adjustment | 1,726,595 | ||||||||||
Class A Common Stock | Convertible Notes | |||||||||||
Effect of dilutive securities: | |||||||||||
Weighted average diluted shares of common stock outstanding adjustment | 101,713 | ||||||||||
Class C Common Stock | |||||||||||
Earnings Per Share Basic And Diluted [Line Items] | |||||||||||
Net income (loss) attributable to common stockholders - basic | $ (0.6) | $ 0.5 | $ (5.1) | ||||||||
Reallocation of net income attributable to common stockholders from assumed conversion of LLC interests and assumed vesting of RSUs | (0.1) | ||||||||||
Net income (loss) allocated to common stock - diluted | $ (0.6) | $ 0.4 | $ (5.1) | ||||||||
Denominator: | |||||||||||
Basic weighted average common stock outstanding | [4] | 8,151,747 | 20,139,163 | 9,075,667 | 20,139,163 | ||||||
Effect of dilutive securities: | |||||||||||
Weighted average shares of Class A common stock outstanding - diluted | [4] | 8,151,747 | 20,139,163 | 9,075,667 | 20,139,163 | ||||||
Weighted average shares of Class C common stock outstanding - basic and diluted | 20,139,163 | 8,151,747 | 9,075,667 | ||||||||
Basic net income (loss) per share: | |||||||||||
Net income (loss) per share | $ (0.03) | $ 0.06 | [4] | $ (0.03) | [4] | $ (0.56) | [4] | $ (0.03) | [4] | ||
Diluted net income (loss) per share: | |||||||||||
Net income (loss) per share | $ (0.03) | $ 0.05 | [4] | $ (0.03) | [4] | $ (0.56) | [4] | $ (0.03) | [4] | ||
[1] | Net income (loss) is equal to comprehensive income (loss). | ||||||||||
[2] | Net income (loss) attributable to noncontrolling interests is equal to comprehensive income (loss) attributable to noncontrolling interests, including the net loss for the period January 1, 2020 through June 4, 2020, the date the SEC declared effective the Company’s Registration Statement on Form S-1 filed in connection with its IPO. | ||||||||||
[3] | Net income (loss) attributable to Shift4 Payments, Inc. is equal to comprehensive income (loss) attributable to Shift4 Payments, Inc. | ||||||||||
[4] | For the three and six months ended June 30, 2020, represents basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through June 30, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 21 for additional information on basic and diluted net income (loss) per share. |
Basic And Diluted Net Income _4
Basic And Diluted Net Income (Loss) Per Share - Schedule of Calculation of Diluted Net Income (Loss) Per Share as the Effect Would be Anti-dilutive (Details) - shares | 1 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share, Amount | 41,435,277 | 30,044,160 |
LLC Interests that Convert into Potential Class A Common Shares | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share, Amount | 39,204,989 | 28,240,404 |
RSUs and Performance RSUs | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share, Amount | 2,177,628 | 1,742,656 |
RSUs | Non-Employee Directors | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share, Amount | 52,660 | 10,244 |
Convertible Notes Due 2025 | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share, Amount | 50,856 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Cash Flows Disclosure and Noncash Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 10.5 | $ 26.6 |
Cash paid for income taxes, net of refunds | 0.3 | 0.1 |
Noncash operating activities | ||
Deferred compensation settled with restricted stock units | 2.1 | |
Noncash investing activities | ||
Shares and equity-based compensation awards issued in connection with VenueNext acquisition | 26.3 | |
Equipment for lease | 5.8 | |
Capitalized software development costs | 0.5 | |
Noncash financing activities | ||
Contingent consideration settled with Class A common stock | 21.1 | |
Right associated with Inspiration4 seat | $ 2.1 | |
Short-term financing for directors and officers insurance | 3.4 | |
Preferred return on preferred stock settled with LLC Interests | $ 2.3 |
Segments - Additional Informati
Segments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Segments - Summarizes Gross Rev
Segments - Summarizes Gross Revenue by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Payments-based revenue | $ 324.8 | $ 121.2 | $ 540.7 | $ 297.6 |
Subscription and other revenues | 26.2 | 20.6 | 49.6 | 43.6 |
Total gross revenue | 351 | 141.8 | 590.3 | 341.2 |
Less: network fees | 214.7 | 74.4 | 356.5 | 194.7 |
Less: Other costs of sales | 58.2 | 35.8 | 103.9 | 71.5 |
Gross profit | $ 78.1 | $ 31.6 | $ 129.9 | $ 75 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jul. 26, 2021 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 650,000,000 | |
Subsequent Events | Convertible Notes Offering | 2027 Convertible Notes | ||
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 632,500,000 | |
Proceeds from notes offering | $ 617,600,000 |