Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39313 | ||
Entity Registrant Name | SHIFT4 PAYMENTS, INC. | ||
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 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.4 | ||
Documents Incorporated by Reference | Specifically identified portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this report. | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (as amended, the “Annual Report” or the “Annual Report on Form 10-K/A”) amends and restates certain items noted below in the Annual Report on Form 10-K of Shift4 Payments, Inc. (the “Company”) for the year ended December 31, 2021, as originally filed with the Securities and Exchange Commission (“SEC”) on March 1, 2022 (the “Original Form 10-K”). | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001794669 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,719,986 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,272,654 | ||
Class C Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,302,657 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,231.5 | $ 927.8 |
Accounts receivable, net of allowance for doubtful accounts of $8.0 in 2021 ($5.7 in 2020) | 205.9 | 92.7 |
Inventory | 3.5 | 1.5 |
Contract assets (Note 5) | 0.3 | 0 |
Prepaid expenses and other current assets (Note 13) | 12.4 | 11.5 |
Total current assets | 1,453.6 | 1,033.5 |
Noncurrent assets | ||
Goodwill (Note 7) | 537.7 | 477 |
Other intangible assets, net (Note 8) | 188.5 | 186.3 |
Capitalized customer acquisition costs, net (Note 9) | 35.1 | 30.2 |
Equipment for lease, net (Note 10) | 58.4 | 36.6 |
Property, plant and equipment, net (Note 11) | 18.4 | 15.1 |
Right-of-use assets (Note 16) | 18.5 | 0 |
Investments in securities (Note 2) | 30.5 | 0 |
Other noncurrent assets | 1.9 | 0.6 |
Total noncurrent assets | 889 | 745.8 |
Total assets | 2,342.6 | 1,779.3 |
Current liabilities | ||
Current portion of debt (Note 12) | 0 | 0.9 |
Accounts payable | 121.1 | 60.6 |
Accrued expenses and other current liabilities (Note 13) | 42.9 | 30.1 |
Deferred revenue (Note 5) | 15 | 7.8 |
Current lease liabilities (Note 16) | 4.8 | 0 |
Total current liabilities | 183.8 | 99.4 |
Noncurrent liabilities | ||
Long-term debt (Note 12) | 1,738.5 | 1,005.4 |
Deferred tax liability (Note 15) | 0.3 | 2.8 |
Noncurrent lease liabilities (Note 16) | 17.9 | 0 |
Other noncurrent liabilities (Note 6) | 2.4 | 1.7 |
Total noncurrent liabilities | 1,759.1 | 1,009.9 |
Total liabilities | 1,942.9 | 1,109.3 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity (Note 20) | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized at December 31, 2021 and 2020, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 619.2 | 738.3 |
Treasury stock, at cost; 378,475 shares and no shares repurchased at December 31, 2021 and 2020, respectively | (21.1) | 0 |
Retained deficit | (325.3) | (278.7) |
Total stockholders' equity attributable to Shift4 Payments, Inc. | 272.8 | 459.6 |
Noncontrolling interests (Note 21) | 126.9 | 210.4 |
Total stockholders' equity | 399.7 | 670 |
Total liabilities and stockholders' equity | 2,342.6 | 1,779.3 |
Class A Common Stock | ||
Stockholders' equity (Note 20) | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' equity (Note 20) | ||
Common stock | 0 | 0 |
Class C Common Stock | ||
Stockholders' equity (Note 20) | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 8 | $ 5.7 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock, repurchased (in shares) | 378,475 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 51,793,127 | 39,737,950 |
Common stock, outstanding (in shares) | 51,793,127 | 39,737,950 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 26,272,654 | 30,625,857 |
Common stock, outstanding (in shares) | 26,272,654 | 30,625,857 |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 5,035,181 | 10,188,852 |
Common stock, outstanding (in shares) | 5,035,181 | 10,188,852 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Gross revenue | [1] | $ 1,367.5 | $ 766.9 | $ 731.4 |
Cost of sales (exclusive of depreciation and amortization expense shown separately below) | [2] | (1,089.1) | (589.1) | (558) |
General and administrative expenses | (219.5) | (180) | (117.1) | |
Depreciation and amortization expense | [3] | (62.2) | (51.9) | (40.2) |
Professional fees | (16.8) | (10.7) | (10.4) | |
Advertising and marketing expenses | (28.9) | (4) | (6.3) | |
Restructuring expenses (Note 6) | (0.2) | (0.4) | (3.8) | |
Transaction-related expenses (Note 13) | 0 | (0.8) | 0 | |
Other operating income, net (Note 5) | 0 | 12.4 | 0 | |
Loss from operations | (49.2) | (57.6) | (4.4) | |
Loss on extinguishment of debt (Note 12) | (0.2) | (16.6) | 0 | |
Other income, net | 0.3 | 0.6 | 1 | |
Interest expense | (28) | (40.2) | (51.5) | |
Loss before income taxes | (77.1) | (113.8) | (54.9) | |
Income tax benefit (provision) (Note 15) | 3.1 | 2.4 | (1.7) | |
Net loss | [4] | (74) | (111.4) | $ (56.6) |
Net loss attributable to noncontrolling interests | [5] | (25.8) | (93) | |
Net loss attributable to Shift4 Payments, Inc. | [6] | $ (48.2) | $ (18.4) | |
Class A Common Stock | ||||
Basic and diluted net loss per share: | ||||
Net loss per share - basic (in dollars per share) | [7] | $ (0.89) | $ (0.43) | |
Net loss per share - diluted (in dollars per share) | [7] | $ (0.89) | $ (0.43) | |
Weighted average common stock outstanding - basic (in shares) | [7] | 47,594,839 | 28,148,355 | |
Weighted average common stock outstanding - diluted (in shares) | [7] | 47,594,839 | 28,148,355 | |
Class C Common Stock | ||||
Basic and diluted net loss per share: | ||||
Net loss per share - basic (in dollars per share) | [7] | $ (0.89) | $ (0.43) | |
Net loss per share - diluted (in dollars per share) | [7] | $ (0.89) | $ (0.43) | |
Weighted average common stock outstanding - basic (in shares) | [7] | 7,329,534 | 16,882,903 | |
Weighted average common stock outstanding - diluted (in shares) | [7] | 7,329,534 | 16,882,903 | |
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information.[2]For the year ended December 31, 2021, includes $2.8 million of payments to partners associated with the TSYS outage. See Note 5 for more information.[3]Depreciation and amortization expense includes depreciation of equipment under lease of $21.8 million, $9.8 million, and $0.2 million for the years ended December 31, 2021, 2020, and 2019, respectively.[4]Net loss is equal to comprehensive loss.[5]Net loss attributable to noncontrolling interests is equal to comprehensive loss attributable to noncontrolling interests for the years ended December 31, 2021 and 2020. For the year ended December 31, 2020, this includes the net loss for the period January 1, 2020 through June 4, 2020, the date the Securities and Exchange Commission (“SEC”) declared effective the Company’s Registration Statement on S-1 filed in connection with its IPO. See Note 1 for more information.[6]Net loss attributable Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. for the years ended December 31, 2021 and 2020.[7]The amounts for the year ended December 31, 2020 represent basic and diluted net loss per share of Class A and Class C common stock and weighted average shares of Class A and Class C common stock outstanding for the period from June 5, 2020 through December 31, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 23 for additional information on basic and diluted net loss per share. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Gross revenue | [1] | $ 1,367.5 | $ 766.9 | $ 731.4 |
Depreciation and amortization expenses of equipment | 21.8 | $ 9.8 | $ 0.2 | |
Gross Revenue Contra Account | ||||
Gross revenue | 23.1 | |||
Payments to Partners | ||||
Cost of sales | $ 2.8 | |||
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED UNITS AND STOCKHOLDERS’/MEMBERS’ EQUITY (DEFICIT) - USD ($) $ in Millions | Total | Searchlight | Continuing Equity Owners | Cumulative Effect of Period of Adoption Adjustment | Follow-on Offering | Additional paid-in capital | Additional paid-in capital Searchlight | Additional paid-in capital Continuing Equity Owners | Additional paid-in capital Cumulative Effect of Period of Adoption Adjustment | Additional paid-in capital Follow-on Offering | Members' Equity | Retained Deficit | Retained Deficit Cumulative Effect of Period of Adoption Adjustment | Non-controlling Interests | Non-controlling Interests Searchlight | Non-controlling Interests Continuing Equity Owners | Non-controlling Interests Follow-on Offering | Treasury Stock | Redeemable Preferred Units | Class A Common Units Common Stock | Class B Common Units Common Stock | Class A Common Stock | Class A Common Stock Common Stock | Class A Common Stock Common Stock Searchlight | Class A Common Stock Common Stock Continuing Equity Owners | Class A Common Stock Common Stock Follow-on Offering | Class B Common Stock | Class B Common Stock Common Stock | Class B Common Stock Common Stock Searchlight | Class B Common Stock Common Stock Continuing Equity Owners | Class C Common Stock | Class C Common Stock Common Stock | Class C Common Stock Common Stock Searchlight | Class C Common Stock Common Stock Continuing Equity Owners | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 430 | |||||||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 43 | |||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 430 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | $ 43 | |||||||||||||||||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 0 | 100,000 | 1,010 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 35.9 | $ (7) | $ 0 | $ 154.4 | $ (118.8) | $ (7) | $ 0 | $ 0 | $ 0 | $ 0.3 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net loss | (56.6) | [1] | (56.6) | |||||||||||||||||||||||||||||||||
Capital distributions | (0.2) | (0.2) | ||||||||||||||||||||||||||||||||||
Preferred return on redeemable preferred units | (5) | (5) | ||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2019 | (32.9) | 0 | 149.2 | (182.4) | 0 | $ 0 | $ 0 | $ 0.3 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 0 | 100,000 | 1,010 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement (in shares) at Jun. 04, 2020 | 430 | |||||||||||||||||||||||||||||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | $ 43 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net loss prior to Reorganization Transactions, IPO and concurrent private placement | (77.9) | (77.9) | ||||||||||||||||||||||||||||||||||
Capital distributions | (0.5) | (0.5) | ||||||||||||||||||||||||||||||||||
Preferred return on redeemable preferred units | (2.1) | (2.1) | ||||||||||||||||||||||||||||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement (in shares) at Jun. 04, 2020 | 100,000 | 1,010 | ||||||||||||||||||||||||||||||||||
Balances at June 4, 2020 prior to Reorganization Transactions, IPO and concurrent private placement at Jun. 04, 2020 | (113.4) | 146.6 | (260.3) | $ 0.3 | ||||||||||||||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 430 | |||||||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 43 | |||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | |||||||||||||||||||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 100,000 | 1,010 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Balance at beginning of period at Dec. 31, 2019 | (32.9) | 0 | 149.2 | (182.4) | 0 | $ 0 | $ 0 | $ 0.3 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net loss | [1] | (111.4) | ||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 670 | (109.9) | 738.3 | $ (111.5) | 0 | (278.7) | 1.6 | 210.4 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 39,737,950 | 30,625,857 | 10,188,852 | ||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | |||||||||||||||||||||||||||||||||||
Reorganization transactions (in shares) | (430) | |||||||||||||||||||||||||||||||||||
Reorganization transactions | $ (43) | |||||||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | $ 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net loss | $ (33.5) | (18.4) | (15.1) | |||||||||||||||||||||||||||||||||
Reorganization transactions (in shares) | 100,000 | 1,010 | 528,150 | 528,150 | 39,204,989 | 39,204,989 | 15,513,817 | |||||||||||||||||||||||||||||
Reorganization transactions | 43 | 189.9 | (146.6) | $ (0.3) | ||||||||||||||||||||||||||||||||
Preferred dividends settled with LLC interests | 2.3 | 2.3 | ||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 17,250,000 | 2,000,000 | 4,625,346 | |||||||||||||||||||||||||||||||||
Issuance of common stock | 462.6 | $ 93.1 | 462.6 | $ 93.1 | ||||||||||||||||||||||||||||||||
Allocation of equity to noncontrolling interests | 0 | $ 0 | (209.5) | $ (45.7) | 209.5 | $ 45.7 | ||||||||||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities (in shares) | 915,503 | 915,503 | ||||||||||||||||||||||||||||||||||
Issuance of common stock for change of control contingent liabilities | 21.1 | 21.1 | ||||||||||||||||||||||||||||||||||
Issuance of restricted stock units for change of control contingent liabilities | 2.1 | 2.1 | ||||||||||||||||||||||||||||||||||
Exchange of shares held be Searchlight (in shares) | (18,529,443) | (8,579,132) | (9,950,311) | |||||||||||||||||||||||||||||||||
Exchange of shares held by Searchlight | $ 0 | $ 35.7 | $ (35.7) | |||||||||||||||||||||||||||||||||
Issuance of Class A common stock for acquisition (in shares) | 380,879 | |||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for acquisition | 19.2 | 11.5 | 7.7 | |||||||||||||||||||||||||||||||||
Equity-based compensation | 65.9 | 65.9 | ||||||||||||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding (in shares) | 133,975 | |||||||||||||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding | (3.9) | (2.2) | (1.7) | |||||||||||||||||||||||||||||||||
Conversion feature of convertible senior notes, due 2025 | 111.5 | 111.5 | ||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | 670 | $ (109.9) | 738.3 | $ (111.5) | 0 | (278.7) | $ 1.6 | 210.4 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 39,737,950 | 30,625,857 | 10,188,852 | ||||||||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 0 | |||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||||
Net loss | (74) | [1] | (48.2) | (25.8) | ||||||||||||||||||||||||||||||||
Reorganization transactions (in shares) | 15,513,817 | |||||||||||||||||||||||||||||||||||
Transfer from Founder of right associated with Inspiration4 seat | 2.1 | 1.3 | 0.8 | |||||||||||||||||||||||||||||||||
Exchange of shares held be Searchlight (in shares) | (9,506,874) | (4,353,203) | (5,153,671) | |||||||||||||||||||||||||||||||||
Exchange of shares held by Searchlight | $ 0 | $ 23.2 | $ (23.2) | |||||||||||||||||||||||||||||||||
Issuance of Class A common stock for acquisition (in shares) | 341,924 | |||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for acquisition | 26.3 | 13.5 | 12.8 | |||||||||||||||||||||||||||||||||
Repurchases of Class A common stock to treasury stock (in shares) | (378,475) | |||||||||||||||||||||||||||||||||||
Repurchases of Class A common stock to treasury stock | (21.1) | 4.2 | (4.2) | $ (21.1) | ||||||||||||||||||||||||||||||||
Equity-based compensation | 40.8 | 40.8 | ||||||||||||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding (in shares) | 2,206,379 | |||||||||||||||||||||||||||||||||||
Vesting of restricted stock units, net of tax withholding | (134.5) | (90.6) | (43.9) | |||||||||||||||||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 399.7 | $ 619.2 | $ 0 | $ (325.3) | $ 126.9 | $ (21.1) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 378,475 | 0 | 0 | 51,793,127 | 26,272,654 | 5,035,181 | ||||||||||||||||||||||||||||||
[1]Net loss is equal to comprehensive loss. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Operating activities | ||||
Net loss | [1] | $ (74) | $ (111.4) | $ (56.6) |
Adjustment to reconcile net loss to net cash provided by operating activities | ||||
Depreciation and amortization | 104.4 | 84.2 | 62.6 | |
Amortization of capitalized financing costs and debt discount | 5.9 | 5.4 | 4 | |
Loss on extinguishment of debt | 0.2 | 16.6 | 0 | |
Deferred income taxes | (2.5) | (1.3) | 0.2 | |
Provision for bad debts | 11.3 | 7.7 | 5.5 | |
Revaluation of contingent liabilities | 0.2 | (6.1) | 15.5 | |
Impairment of intangible assets | 0 | 0.4 | 1.9 | |
Equity-based compensation expense | 40.8 | 66.2 | 0 | |
Other noncash items | 0.7 | 0.1 | (0.4) | |
Impact of lease modifications | 0 | (12.4) | 0 | |
Change in operating assets and liabilities | ||||
Accounts receivable | (120.7) | (19.3) | (18.6) | |
Contract assets | (0.3) | (0.6) | (2.4) | |
Prepaid expenses and other current assets | (0.4) | (1.2) | (2.7) | |
Inventory | 1.8 | 1.2 | (1.7) | |
Capitalized customer acquisition costs | (26.2) | (19.4) | (18.7) | |
Accounts payable | 56.5 | (2) | 12.3 | |
Accrued expenses and other current liabilities | 5.1 | (5.3) | 6 | |
Right-of-use assets and lease liabilities, net | (0.5) | 0 | 0 | |
Deferred revenue | 0.7 | 1.2 | 1.1 | |
Net cash provided by operating activities | 3 | 4 | 8 | |
Investing activities | ||||
Acquisitions, net of cash acquired | (54.5) | (49.8) | (60.2) | |
Acquisition of equipment to be leased | (45.9) | (14.5) | 0 | |
Investments in securities | (30.5) | 0 | 0 | |
Capitalized software development costs | (21) | (9.7) | (8.4) | |
Residual commission buyouts | (10.4) | (3.9) | (3.3) | |
Acquisition of property, plant and equipment | (8.2) | (4.8) | (8.2) | |
Net cash used in investing activities | (170.5) | (82.7) | (80.1) | |
Financing activities | ||||
Proceeds from long-term debt | 632.5 | 1,140 | 90 | |
Payments for withholding tax related to vesting of restricted stock units | (125.6) | (3.9) | 0 | |
Repurchases of Class A common stock to treasury stock | (19.5) | 0 | 0 | |
Deferred financing costs | (15.3) | (23.2) | (3) | |
Repayment of debt | (0.9) | (643.6) | (5.2) | |
IPO proceeds, net of underwriting discounts and commissions | 0 | 372.9 | 0 | |
Proceeds from private placement | 0 | 100 | 0 | |
September 2020 follow-on offering proceeds, net of underwriting discounts and commissions | 0 | 93.4 | 0 | |
Proceeds from revolving line of credit | 0 | 68.5 | 91 | |
Repayment of revolving line of credit | 0 | (89.5) | (90) | |
Offering costs | 0 | (8.7) | 0 | |
Payments on contingent liabilities | 0 | (1.7) | (3.1) | |
Preferred return on preferred stock | 0 | (0.9) | (8.5) | |
Capital distributions | 0 | (0.5) | (0.2) | |
Net cash provided by financing activities | 471.2 | 1,002.8 | 71 | |
Change in cash and cash equivalents | 303.7 | 924.1 | (1.1) | |
Cash and cash equivalents - beginning of period | 927.8 | 3.7 | 4.8 | |
Cash and cash equivalents - end of period | $ 1,231.5 | $ 927.8 | $ 3.7 | |
[1]Net loss is equal to comprehensive loss. |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation 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 Shift4Model , the Company offers software providers a single integration to an end-to-end payments offering, a powerful gateway and a robust suite of technology solutions (including cloud enablement, business intelligence, analytics, and mobile) to enhance the value of their software suites and simplify payment acceptance. The Company provides for its merchants a seamless customer experience at scale, rather than simply acting as one of multiple providers they rely on to operate their businesses. The Shift4Model is built to serve a range of merchants from small-to-medium-sized businesses to large and complex enterprises across numerous verticals, including food and beverage, hospitality, stadiums and arenas, gaming, specialty retail, non-profits and eCommerce. This includes the Company’s point of sale (“POS”) software offerings, as well as over 425 additional software integrations in virtually every industry. Senior Notes Offering – 2026 Notes In October 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. completed the issuance and sale of $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (“2026 Senior Notes”) to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933, as amended (“Securities Act”). The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the offering of the Notes. The net proceeds of the 2026 Senior Notes, together with cash on hand, were used to repay all indebtedness outstanding under the First Lien Term Loan Facility. Convertible Notes Offering – 2025 Notes In December 2020, Shift4 Payments, Inc. issued an aggregate $690.0 million of Convertible Senior Notes due 2025 (“2025 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 $673.6 million from the offering of the 2025 Convertible Notes. The net proceeds of the 2025 Convertible Notes, together with cash on hand, will be used for general corporate purposes. Convertible Notes Offering – 2027 Notes In July 2021, Shift4 Payments, Inc. issued an aggregate principal amount of $632.5 million of 0.50% 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 $617.7 million from the offering of the 2027 Convertible Notes. The net proceeds of the 2027 Convertible Notes, together with cash on hand will be used for general corporate purposes. Amended and Restated Revolving Credit Facility In January 2021, Shift4 Payments, LLC amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the revolving credit facility to $100.0 million (“Revolving Credit Facility”). The Revolving Credit Facility matures on September 15, 2025. A commitment fee of 0.5% of the unused commitment under the Revolving Credit Facility is payable quarterly. Interest is payable in arrears on any outstanding principal balance at a rate equal to the LIBO rate plus 3.5% or Alternate Base Rate, dependent on type of borrowing. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The 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. All intercompany balances and transactions have been eliminated in consolidation. The 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 years presented. 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 and $632.5 million of 2027 Convertible Notes that are held by Shift4 Payments, Inc. directly. See Note 12 for information about the 2025 Convertible Notes and 2027 Convertible Notes. As of December 31, 2021 and 2020, $9.8 million and $684.5 million of cash was held by Shift4 Payments, Inc., respectively. For the years ended December 31, 2021 and 2020, 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. Change in Presentation of Consolidated Statements of Operations The Company has changed the presentation of its Consolidated Statements of Operations to remove the “Gross profit” line item and update the “Cost of sales” line item to indicate it is exclusive of depreciation and amortization expense shown separately for the years ended December 31, 2021, 2020 and 2019. The Company has also changed the presentation of the disclosure in Note 25 to remove the reconciliation between “Gross revenue” and “Gross profit.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Liquidity and Management’s Plan As of December 31, 2021, the Company had $1,772.5 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 consolidated financial statements. See Note 12 for further information on the Company’s debt obligations. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 resulted in governmental authorities throughout the United States implementing a variety of containment measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns. The COVID-19 pandemic and these containment measures have had, and could continue to have, a significant impact on the Company’s business. While the Company has experienced year-over-year growth in its gross revenues and end-to-end payment volumes, end-to-end payment volumes in certain merchant categories associated with international travel and corporate travel are running lower than pre-COVID-19 pandemic levels. The ultimate impact that the COVID-19 pandemic and any variants will have on the Company’s consolidated results of operations in future periods remains uncertain. The Company will continue to evaluate the nature and extent of these potential impacts to its business, consolidated results of operations and liquidity. 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 consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of debt instruments, fair value of contingent liabilities related to earnout payments and change of control, 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 the board of 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 consolidated financial statements may be materially affected. Cash and cash equivalents Highly liquid investments with maturities of three months or less at the date of the purchase are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments in money market funds and were $1,176.7 million and $886.7 million at December 31, 2021 and 2020, respectively. The Company maintains its cash with high credit quality financial institutions. The total cash balances insured by the Federal Deposit Insurance Corporation (“FDIC”), are up to $250 thousand per bank. Accounts Receivable Accounts receivable are primarily comprised of amounts due from the Company’s processing partners. The receivables are typically received within 10 business days following the end of the month. In addition, accounts receivable includes amounts due from merchants for point-of-sale software, support services, and other miscellaneous service fees, as well as receivables related to chargeback transactions, as described below. Accounts receivable are stated at the invoice amount. Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality, unsatisfactory merchant services, nondelivery of goods or nonperformance of services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the disputed amount is refunded to the cardholder through the acquiring bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company’s sponsorship bank holds merchant funds that are available to meet merchant chargeback liabilities if the merchant has inadequate funds to the meet the obligation. Total merchant funds held at the Company’s sponsorship bank totaled $10.7 million, and $4.6 million as of December 31, 2021 and 2020, respectively. The Company has funds deposited in a sponsor bank merchant settlement account to facilitate gross card transaction deposits for those customers we bill on a monthly, versus a daily basis. This amount fluctuates based upon end-to-end payment volumes and timing of billing cycles. As of December 31, 2021 and 2020, the Company had $53.3 million and $15.5 million, respectively, in funds deposited at the sponsor bank included within “Accounts Receivable” on its Consolidated Balance Sheets. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of accounts that will not be collected. The allowance for doubtful accounts is primarily comprised of (1) credit risk associated with processing receivables where the credit card or automatic clearing house (“ACH”) transaction to settle the customer accounts was rejected and the Company estimates an amount to be uncollectible (2) transactions disputed by a cardholder in which the Company bears the credit risk (chargeback receivables) and (3) a portion of gateway and other merchant billing receivables for which the Company estimates amounts to be uncollectible. The allowance is based on current economic trends, historical loss experience, and any current or forecasted risks identified through collection matters. Any change in the assumptions used may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs. Changes in the allowance related to chargeback receivables are recognized within “Cost of sales” in the Consolidated Statements of Operations. Changes in the allowance for all other receivables are recognized within “General and administrative expenses” in the Consolidated Statements of Operations. The change in the Company’s allowance for doubtful accounts was as follows: December 31, 2021 2020 Beginning balance $ 5.7 $ 2.5 Additions to expense (a) 11.3 7.6 Write-offs, net of recoveries and other adjustments (9.0) (4.4) Ending balance $ 8.0 $ 5.7 (a) The year ended December 31, 2021 includes a $5.5 million allowance on chargebacks from a single merchant, which is included in “Cost of Sales” on the Consolidated Statements of Operations. Accounts Payable Accounts payable are primarily comprised of amounts due to the Company’s processing partners for interchange and processing fees. Inventory Inventory represents credit and debit card terminals, point-of-sale systems and electronic cash registers on hand and not in service. Inventory is recorded using the weighted average cost method. Inventory deemed to have costs greater than their respective values are reduced to net realizable value as a loss in the period recognized. Shipping and Handling Costs The Company includes shipping and handling costs relating to the delivery of its terminal and point-of sale systems directly from third-party vendors to the Company and, from the Company to its merchants within “Cost of sales” in the Consolidated Statements of Operations. The Company incurred shipping and handling costs of $3.9 million for the year ended December 31, 2021 and $2.8 million for each of the years ended December 31, 2020 and 2019, respectively. Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount. Factors the Company considers in performing a qualitative assessment include, but are not limited to, general macroeconomic conditions, industry and market conditions, company financial performance, changes in strategy and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or does not pass the qualitative assessment, a quantitative assessment is performed. For 2020, the Company performed a quantitative impairment test. When performing a quantitative assessment, the carrying amount of the reporting unit is compared to its estimated fair value. If goodwill is deemed impaired, an impairment loss is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit may be estimated using income and market approaches. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of the reporting unit. Failure to achieve these expected results, changes in the discount rate, or market pricing metrics may cause a future impairment of goodwill at the reporting unit level. During our annual impairment test in 2021, management performed the optional qualitative assessment which indicated that a quantitative assessment was not necessary. Other Intangible Assets, Net Other intangible assets, net consists of merchant relationships, acquired technology, trademarks and trade names, noncompete agreements, capitalized software development costs, leasehold interests, and residual commission buyouts. The Company capitalizes software development costs in developing internal use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Residual commission buyouts represent amounts paid to an independent sales organization (“ISO”) to buy out their future residual commission streams. The typical payment to the ISO is comprised of a lump sum payment due immediately and a contingent payment due fourteen months following the buyout agreement dependent on attrition rates and/or other financial metrics within the respective merchant portfolios. Impairment of long-lived assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. An asset is considered impaired when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impaired, the asset’s carrying value is written down to its fair value. Equipment for Lease Equipment for lease represents terminals and point-of-sale systems that are provided under the Company’s software as a service (“SaaS”) arrangements. Equipment for lease is stated at cost, less accumulated depreciation. Certain costs incurred in connection with the assembly and delivery of leased assets to the merchant are capitalized as part of the cost of such assets. Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of three years. Leases Effective January 1, 2021, the Company adopted ASU 2016-2: Leases (“ASC 842”) using the modified retrospective method. Prior period amounts were not adjusted. Additional information about the Company’s lease policies and the related impact of the adoption is included in Recent Accounting Pronouncements within this Note and Note 16 to the consolidated financial statements. Leases are classified as either operating or capital, based on the substance of the transaction at inception of the lease. Classification is reassessed if the terms of the lease are changed. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease (net of any incentives received from the lessor) are recognized to “General and administrative expenses” in the Consolidated Statements of Operations on a straight-line basis over the period of the lease. Revenue Recognition ASC 606: Revenue from Contracts with Customers ( “ ASC 606”) provides a single model to determine when and how revenue is recognized. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers. The Company provides its merchants with an end-to-end payments offering that combines its payments platform, including its proprietary gateway and breadth of software integrations, and its suite of technology solutions. The Company primarily earns revenue through volume-based payments and transactions fees, as well as subscription revenue for its software and technology solutions. Payments-Based Revenue Payments-based revenue includes fees for payment processing and gateway services. Payment processing fees are primarily driven as a percentage of payment volume. They may have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization are primary driven by per transaction fees as well as monthly usage fees. The Company’s payment processing agreements have an initial term of three years and automatically renew every two years thereafter. The Company satisfies its performance obligations and recognizes transaction fees upon authorization of a transaction by the merchant’s bank. These transaction fees represent the full amount of the fee charged to the merchant, including interchange and payment network costs paid to the card brands pursuant to the transactions the Company facilitates through the network while performing an end-to-end payment obligation. The Company’s performance obligation is to stand-ready to provide payment processing services for each day during the duration of the payment processing agreement. Providing payment processing services involves multiple promises including: 1) payment processing, 2) gateway services including tokenization and data encryption, 3) risk mitigation, and 4) settlement services. The Company considers each of these promises to be inputs to produce a combined output of providing a fully secured and integrated end-to-end payment processing service to a merchant. Further, the combination of these services is transformative in nature in that the significant integration allows for front-end and back-end risk mitigation, merchant portability, third party software integrations, and enhanced reporting functionality. In addition, the Company applies the right to invoice practical expedient to payment processing services as each performance obligation is recognized over time and the amounts invoiced are reflective of the value transferred to the customer. Payments-based revenue is recognized on a gross basis as the Company is the principal in the delivery of the payment processing solution to its merchants because it controls the service on its payments platform. The Company also contracts directly with its merchants and has complete pricing latitude on the processing fees charged to its merchants. As such, it bears the credit risk for network fees and transactions charged back to the merchant. Subscription-Based Revenue The Company generates revenues from recurring SaaS fees for point-of-sale systems provided to merchants and SaaS fees for the Company’s Shift4Shop eCommerce platform. Point-of-sale SaaS fees are based on the type and quantity of point-of-sale systems deployed to the merchant. This includes statement fees, fees for the Company’s proprietary business intelligence software, annual fees, regulatory compliance fees and other miscellaneous services such as help desk support and warranties on equipment. Shift4Shop SaaS fees are assessed based upon the selected plan. SaaS contracts are for a contractual term of one year beginning June 30, 2020 and three years prior to June 30, 2020, and are billed ratably over that time period. Annual fees are deferred and recognized as revenue over the respective period the fee covers, which is one year or less. The Company’s SaaS arrangements for its point-of-sale systems include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on the fair value of each product and service. As part of the SaaS fees, for its point-of-sale systems provided to merchants, the Company identified the following separate performance obligations under ASC 606: (1) Point-of-sale software: The Company provides a “Hybrid Cloud” arrangement which includes on-premise software as well as a cloud component. The on-premise solution interacts with the cloud service to provide an end-to-end integrated solution to the merchant. As the on-premise software and cloud-based service are transformative in nature, they are not distinct performance obligations. The revenue allocated to software from the monthly SaaS fee qualifies as a service and revenue is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. (2) Hardware revenue: The Company provides hardware to its merchants. The Company satisfies its performance obligation upon delivery of the hardware to its merchants, at which time the revenue allocated to this performance obligation is recognized. For the period January 1, 2019 through June 29, 2020, the hardware was accounted for as a sales-type lease and as such, the revenue allocated to this performance obligation was recognized when the hardware was delivered to the merchant. 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, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. (3) Other support services: The Company offers merchants technical support services and warranty for the leased hardware. Technical support services include the promise to provide the merchant with software updates if and when available. The Company also provides the merchant with assurance that its equipment will function in accordance with contract specifications over the lease term. Revenue allocated to this performance obligation is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. Other Revenue Other revenue is generally recognized at a point-in-time and primarily includes revenue derived from software license sales, hardware sales, third party residuals, automated teller machine services, and fees charged for technology support to merchants. Contract Assets As discussed above, for the period January 1, 2019 through June 29, 2020, the revenue allocated to hardware under the Company’s SaaS arrangements for its point-of-sale systems was treated as a sales-type lease and recognized in the Company’s Consolidated Statements of Operations when the hardware was delivered to the merchant. The Company utilized its best estimate of selling price when calculating the hardware revenue to be recorded. At the time revenue was recognized, a Contract Asset was created in the Company’s Consolidated Balance Sheet representing the present value of minimum lease payments. Accordingly, a portion of the lease payments were recognized as interest income. Such interest income for the years ended December 31, 2020 and 2019 was $1.0 million and $2.2 million, respectively. 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, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. See Note 5 for more information on the impact the lease modification had on the Company’s consolidated financial statements. In late 2021, the Company entered into certain contracts that are accounted for as sales-type leases. The carrying amount of contract assets was reduced by an allowance for doubtful accounts that reflected management’s best estimate of accounts that will not be collected. Changes in the allowance were recognized within “General and administrative expenses” in the Consolidated Statements of Operations. Capitalized Customer Acquisition Costs The Company incurs costs to obtain payment processing contracts with customers, primarily in the form of upfront processing bonuses provided to software partners, which consist of independent software vendors and value-added resellers. The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if it expects to recover the costs. Capitalized customer acquisition costs are amortized ratably over the estimated life of the customer, which is generally three Treasury Stock The Company periodically purchases its own common stock that is traded on public markets as part of an announced stock repurchase program. The Company records repurchases of common stock at cost in treasury stock on the Company’s Consolidated Balance Sheets. Noncontrolling Interests Noncontrolling interests represents the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. For the year ended December 31, 2020, noncontrolling interests also includes the loss prior to the IPO. Equity-based Compensation The Company’s equity-based compensation consists of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”) issued to certain employees and non-employee directors. Equity-based compensation expense is recorded within “General and administrative expenses” in the Consolidated Statements of Operations. The Company accounts for forfeitures when they occur. RSUs Compensation expense for RSUs is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant. PRSUs Vesting for PRSUs is subject to satisfying objective operating performance conditions. Compensation expense for PRSUs is based on the fair value of the award on the date of grant. Compensation expense is recognized ratably, following a graded vesting pattern, during the vesting period only when it is probable that the operating performance conditions will be achieved. The Company records a cumulative adjustment to compensation expense for PRSUs if there is a change in the determination of the probability that the operating performance conditions will be achieved. Income Taxes Shift4 Payments, Inc. is the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it’s determined that the Company is able to realize DTAs in the future in excess of their net recorded amount, an adjustment to the DTA valuation allowance would be recorded, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 15 for additional information . The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the Consolidated Statements of Operations. Basic and Diluted Net Loss Per Share The Company applies the two-class method for calculating and presenting net loss per share, and separately presents net loss per share for Class A common stock and Class C common stock. In applying the two-class method, the Company determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class C common stock. Under the Company’s Certificate of Incorporation, the holders of the Class A and Class C common stock are entitled to participate in earnings ratably, on a share-for-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. Holders of the Class A and Class C common stock also have equal priority in liquidation. Shares of Class B common stock do not participate in earnings of Shift4 Payments, Inc. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of loss per share. 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 Consolidated Statements of Operations. As of December 31, 2021, the Company has invested $27.5 million in Space Exploration Technologies Corp. (“SpaceX”), which designs, manufactures, and launches advanced rockets, spacecraft and satellites, $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 and $1.0 million in MagicCube, a software company that allows any android mobile device to function as a fully secure, EMV-certified, payment acceptance device, significantly reducing the cost and complexity associated with traditional hardware deployments. In January 2022, the Company invested $1.0 million in Interchecks Technologies, Inc. (“Interchecks”), one of the fastest growing instant payment infrastructure and service providers for the online gaming, fintech, and digital ecosystem verticals. Advertising Costs The Company expenses advertising costs as incurred. Advertising expenses were $16.6 million, $1.3 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in “Advertising and marketing expenses” in the Consolidated Statements of Operations. In the year ended December 31, 2021, the Company incurred $14.3 million of expenses related to the integration of 3dcart as it was rebranded as Shift4Shop. Research and Development Costs The Company expenses research and development costs as incurred. Research and development expenses, which consists primarily of third-party costs, were $1.8 million, $1.2 million and $1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively, and are included in “General and administrative expenses” in the Consolidated Statements of Operations. Business Combinations Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements In October 2022, it was determined that there was an error in the Company’s original Annual Report on Form 10-K for the year ended December 31, 2021 related to the classification of customer acquisition costs within the Company’s Consolidated Statements of Cash Flows. Specifically, the Company determined that “Customer acquisition costs” were incorrectly classified within “Investing activities” rather than “Operating activities” in its Consolidated Statements of Cash Flows. The Company is correcting this misclassification by restating its Consolidated Statements of Cash Flows through the amendment of its Annual Report on Form 10-K. The following tables summarize the impact of these adjustments for the periods presented: Year Ended December 31, 2021 As Reported Adjustments As Restated Net cash provided by operating activities $ 29.2 $ (26.2) $ 3.0 Net cash used in investing activities (196.7) 26.2 (170.5) Net cash provided by financing activities 471.2 — 471.2 Change in cash and cash equivalents $ 303.7 $ — $ 303.7 Year Ended December 31, 2020 As Reported Adjustments As Restated Net cash provided by operating activities $ 23.4 $ (19.4) $ 4.0 Net cash used in investing activities (102.1) 19.4 (82.7) Net cash provided by financing activities 1,002.8 — 1,002.8 Change in cash and cash equivalents $ 924.1 $ — $ 924.1 Year Ended December 31, 2019 As Reported Adjustments As Restated Net cash provided by operating activities $ 26.7 $ (18.7) $ 8.0 Net cash used in investing activities (98.8) 18.7 (80.1) Net cash provided by financing activities 71.0 — 71.0 Change in cash and cash equivalents $ (1.1) $ — $ (1.1) |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 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. Postec The Company completed the acquisition of Postec, Inc. (“Postec”) on September 1, 2021, by acquiring 100% of its membership interests for $14.3 million in cash, net of cash acquired. 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, similar to the Hospitality technology vendor acquired in October 2020. 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 and other current liabilities assumed and residual goodwill. Cash $ 1.4 Accounts receivable 1.0 Prepaid expenses and other current assets 0.3 Inventory 0.5 Other intangible assets 5.7 Property, plant and equipment 0.3 Goodwill (a) 10.4 Accounts payable (0.6) Deferred revenue (2.8) Other accrued expenses (0.5) Net assets acquired 15.7 Less: cash acquired (1.4) Net cash paid for acquisition $ 14.3 (a) Goodwill is deductible for tax purposes. During the year ended December 31, 2021, the Company incurred expenses in connection with the Postec acquisition of $0.3 million. These expenses are included in “Professional fees” in the 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 taxable for income tax purposes. The weighted average life of trademarks and trade names and customer relationships is 2 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 Postec 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. VenueNext The Company completed the acquisition of VenueNext Inc. (“VenueNext”), a leader in integrated payments solutions in sporting arenas and event complexes, on March 3, 2021, for $66.9 million, by acquiring 100% of VenueNext’s membership interests. This acquisition enhances the Company’s presence and capabilities in a number of large and growing verticals such as stadiums and arenas, while significantly expanding its total addressable market with entry into entertainment, universities, theme parks, airports, and other verticals. 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 December 31, 2021, 341,924 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 19.8 Goodwill (a) 52.7 Accounts payable (0.9) Deferred revenue (5.8) Net assets acquired $ 66.9 (a) Goodwill is not deductible for tax purposes. As a result of the adoption of ASC 2021-08 in the third quarter of 2021, the Company retrospectively evaluated the revenue contracts acquired and adjusted the preliminary purchase price allocation to reflect an increase to deferred revenue of $5.7 million. This resulted in corresponding adjustments of $1.3 million in the preliminary fair value assigned to “Other intangible assets” and “Goodwill.” During the year ended December 31, 2021, the Company incurred expenses in connection with the VenueNext acquisition of $1.1 million. These expenses are included in “Professional fees” in the Consolidated Statements of Operations. Other intangible assets consists of definite-lived intangible assets, with a significant portion related to customer relationships and developed technology. The fair values of these 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). Management’s estimates of fair value are based upon assumptions related to projected revenues and earnings before interest expense, income taxes, depreciation, and amortization (“EBITDA”) margins. 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 point of sale (“POS”) and payments customers. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date, adjusted for measurement period adjustments. Cash $ 0.3 Accounts receivable 0.3 Other intangible assets 12.5 Goodwill (a) 46.9 Accounts payable (0.1) Accrued expenses and other current liabilities (0.5) Net assets acquired 59.4 Less: cash acquired (0.3) Less: Class A common stock (19.2) Net cash paid for acquisition $ 39.9 (a) Goodwill is deductible for tax purposes In connection with the 3dcart Acquisition, the Company incurred expenses of $1.8 million for the year ended December 31, 2020, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. The fair values of intangible assets were estimated using inputs classified as Level 3 and included either an income approach or cost approach. Intangible assets valued under the income approach used either the relief-from-royalty method (developed technology, trademarks and trade names) or the multi-period excess earnings method (customer relationships). The transaction was taxable for income tax purposes, and all assets and liabilities have been recorded at fair value for both book and income tax purposes. Therefore, no deferred taxes have been recorded. The weighted average life of developed technology, trademarks and trade names, and customer relationships is 5 years, 3 years and 7 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 3dcart acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. Hospitality Technology Vendor The Company completed the acquisition of a Hospitality Technology Vendor on October 16, 2020, by acquiring 100% of the membership interests for $9.9 million, net of cash acquired. Subsequently, in the year ended December 31, 2021, 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 addition, in the year ended December 31, 2021, the Company made measurement period adjustments totaling $2.0 million to accounts receivable with a corresponding change 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. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date, adjusted for measurement period adjustments. Cash $ 0.6 Accounts receivable 4.0 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.1 Inventory 0.6 Other intangible assets 3.9 Goodwill (a) 5.6 Accounts payable (1.2) Accrued expenses and other current liabilities (2.7) Deferred revenue (0.8) Long-term debt (0.1) Net assets acquired 10.1 Less: cash acquired (0.6) Net cash paid for acquisition $ 9.5 (a) Goodwill is deductible for tax purposes. In connection with the Hospitality Technology Vendor Acquisition, the Company incurred expenses of $0.3 million for the year ended December 31, 2020, which are included in “General and administrative expenses” in the Consolidated Statements of Operations. The fair values of intangible assets were estimated using inputs classified as Level 3 and included either an income approach or cost approach. Intangible assets valued under the income approach used either the relief from royalty method (developed technology, trademarks, trade names, company names and domain names) or the multi-period excess earnings method (customer relationships). The weighted average life of developed technology, trademarks and trade names, and customer relationships is 5 years, 11 years and 9 years, respectively. The transaction was taxable for income tax purposes, and all assets and liabilities have been recorded at fair value for both book and income tax purposes. Therefore, no deferred taxes have been recorded. The goodwill arising from the acquisition includes revenue synergies and go-forward expense growth synergies associated with a combined go-to-market model and the ability to win new customers. The Hospitality Technology Vendor Acquisition did not have a material impact on the Company’s consolidated financial statements. Accordingly, pro forma financial information has not been presented. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Adoption of ASC 606: Revenue from Contracts with Customers The Company recorded a net reduction to retained earnings of $7.0 million as of January 1, 2019 due to the cumulative impact of adopting ASC 606, primarily as a result of no longer being able to defer the upfront cost for the Company’s free equipment program to its merchants under the contract terms existing at January 1, 2019 and recognizing the revenue allocated to this hardware in retained earnings for contracts open as of January 1, 2019. Under ASC 606, Revenue from Contracts with Customers , the Company has three separate performance obligations under its recurring software-as-a-service ("SaaS fees") 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 software as a service, or 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; therefore, an increase in income of $12.4 million was recorded within “Other operating (income) expense, net” in the Consolidated Statements of Operations in the year ended December 31, 2020 to reflect the impact of the lease modifications. In late 2021, the Company entered into certain contracts that are accounted for as sales-type leases. See Note 10 for more information on equipment for lease. The effect of the lease modifications on the consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance prior Balance Effect of Contract assets, net $ 11.3 $ — $ (11.3) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5) Other operating (income) expense, net (12.4) TSYS outage On August 21, 2021, Total System Services, Inc. (“TSYS”), a Global Payments company and an important vendor to the Company, experienced a significant platform outage that resulted in the disruption of payment processing for the Company’s merchants (“TSYS outage”). TSYS is utilized by many major credit card issuers and payment processors, which meant the impact of the outage was felt by many card accepting merchants and cardholders across the nation. In response to the TSYS outage, the Company distributed payments to both merchants and partners in order to alleviate the impact of the outage on their businesses. The following paragraphs describe how these payments are reflected in the Company's consolidated financial statements. In the year ended December 31, 2021, the Company distributed $23.1 million in payments to its merchants to approximate the lost revenues they experienced as a result of the TSYS outage. Under ASC 606, these payments were recorded as contra revenue, which is reflected as a reduction of “Gross revenue” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2021. In the year ended December 31, 2021 the Company also distributed $2.8 million in payments to its partners to approximate their lost revenues and compensate them for the additional support required from them to manage the outage. Consistent with the treatment of the Company's payments to its partners in the normal course of business, these payments are reflected in “Cost of sales” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2021. Disaggregated Revenue Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2021 2020 2019 Payments-based revenue (a) $ 1,258.0 $ 684.2 $ 643.6 Subscription and other revenues 109.5 82.7 87.8 Total $ 1,367.5 $ 766.9 $ 731.4 (a) For the year ended December 31, 2021, payments-based revenue includes nonrecurring payments of $23.1 million the Company made to merchants related to the TSYS outage that are treated as contra revenue and as such reduce payments-based revenue. Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2021 2020 2019 Over-time revenue (a) $ 1,328.5 $ 736.7 $ 687.9 Point-in-time revenue 39.0 30.2 43.5 Total $ 1,367.5 $ 766.9 $ 731.4 (a) For the year ended December 31, 2021, over-time revenue includes nonrecurring payments of $23.1 million the Company made to merchants related to the TSYS outage that are treated as contra revenue and as such reduce over-time revenue. Contract Assets Contract assets were as follows: Year Ended December 31, 2021 2020 Contract assets, net - beginning of period $ — $ 10.7 Less: Contract assets, net - beginning of the period, current — (6.8) Contract assets, net - beginning of period, noncurrent $ — $ 3.9 Contract assets, net - end of period $ 0.3 $ — Less: Contract assets, net - end of the period, current (0.3) — Contract assets, net - end of period, noncurrent $ — $ — The change in the Company’s allowance for contract assets was as follows: December 31, 2020 Beginning balance $ 4.6 Conversion from sales-type lease to operating lease accounting treatment (4.5) Additions to expense 0.7 Write-offs, net of recoveries and other adjustments (0.8) Ending Balance $ — There was no allowance for contract assets as of December 31, 2021. Contract Liabilities The Company charges merchants for various post-contract license support/service fees and annual regulatory compliance fees. These fees typically relate to a period of one year. The Company recognizes the revenue on a straight-line basis over its respective period. As of December 31, 2021 and 2020, the Company had deferred revenue of $17.4 million and $8.1 million, respectively. The change in the contract liabilities is primarily the result of a timing difference between payment from the customer and the Company’s satisfaction of each performance obligation. The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within “Gross revenue” in its Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Year Ended December 31, 2021 2020 2019 Annual service fees and regulatory compliance fees $ 27.6 $ 13.6 $ 11.1 Amount of these fees included in deferred revenue at beginning of period 4.9 4.2 2.8 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.7) (1.5) (3.2) Accretion of interest (a) 0.4 — 0.4 Balance at Balance at December 31, 2020 $ 2.9 $ — $ 2.9 Severance payments (1.6) — (1.6) Accretion of interest (a) 0.2 — 0.2 Balance at December 31, 2021 $ 1.5 $ — $ 1.5 (a) Accretion of interest is included within “Restructuring expenses” in the Consolidated Statements of Operations. 2018 Restructuring Activities During the year ended December 31, 2018, the Company recognized $18.3 million of restructuring expenses associated with a historical acquisition. 2019 Restructuring Activities During the year ended December 31, 2019, the Company recognized $3.3 million of restructuring expenses associated with the integration of Merchant Link, consisting primarily of employee and severance benefits which were paid by March 31, 2020. The current portion of the restructuring accrual of $1.5 million and $1.4 million at December 31, 2021 and 2020, respectively, is included within “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. The long-term portion of the restructuring accrual of $1.5 million at December 31, 2020 is included within “Other noncurrent liabilities” on the Consolidated Balance Sheets. Of the $1.5 million restructuring accrual outstanding as of December 31, 2021, approximately $1.6 million is expected to be paid in 2022, less accreted interest of $0.1 million. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill were as follows: Balance at December 31, 2019 $ 421.3 Merchant Link measurement period adjustment 0.7 3dcart acquisition (Note 4) 46.9 Hospitality Technology Vendor acquisition (Note 4) 8.1 Balance at December 31, 2020 477.0 VenueNext acquisition (Note 4) 52.7 Postec acquisition (Note 4) 10.4 Hospitality Technology Vendor adjustments (Note 4) (2.4) Balance at December 31, 2021 $ 537.7 |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consisted of the following: Weighted Average December 31, 2021 Amortization Period Carrying Value Accumulated Net Carrying Merchant relationships 8 $ 200.1 $ 133.7 $ 66.4 Acquired technology 9 113.2 54.9 58.3 Trademarks and trade names 18 20.3 3.8 16.5 Capitalized software development costs 4 42.6 9.1 33.5 Residual commission buyouts (a) 3 20.3 6.5 13.8 Total intangible assets $ 396.5 $ 208.0 $ 188.5 Weighted Average December 31, 2020 Amortization Period Carrying Value Accumulated Net Carrying 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 $4.2 million and $3.4 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2022 $ 48.0 2023 35.2 2024 30.0 2025 23.7 2026 18.4 Thereafter 33.2 Total $ 188.5 Amounts charged to expense in the Consolidated Statements of Operations for amortization of intangible assets were as follows: Year Ended December 31, 2021 2020 2019 Depreciation and amortization expense $ 36.6 $ 38.5 $ 37.6 Cost of sales 19.1 15.0 11.0 Total $ 55.7 $ 53.5 $ 48.6 In the fourth quarter of 2020, the Company completed an assessment of the useful lives of certain acquired technology included in “Other intangible assets, net” on the Consolidated Balance Sheet and determined that the estimated useful life of certain acquired technology should decrease from approximately 7 years to approximately 3 years. The effect of this change in estimate was $1.1 million and is included in “Cost of sales” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020. |
Capitalized Customer Acquisitio
Capitalized Customer Acquisition Costs, Net | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Capitalized Customer Acquisition Costs, Net | Capitalized Customer Acquisition Costs, Net Capitalized customer acquisition costs, net were $35.1 million and $30.2 million at December 31, 2021 and 2020, respectively. This consists of upfront processing bonuses with a gross carrying value of $69.1 million and $55.7 million less accumulated amortization of $34.0 million and $25.5 million at December 31, 2021 and 2020, respectively. Capitalized customer acquisition costs had a weighted average amortization period of three years at December 31, 2021 and 2020. Amortization expense for capitalized customer acquisition costs is $21.5 million, $15.7 million, and $10.0 million for the years ended December 31, 2021, 2020 and 2019, respectively, is included in “Cost of sales” in the Consolidated Statements of Operations. As of December 31, 2021, the estimated future amortization expense for capitalized customer acquisition costs is as follows: 2022 $ 19.3 2023 12.0 2024 3.8 Total $ 35.1 |
Equipment for Lease, Net
Equipment for Lease, Net | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Equipment for Lease, Net | Equipment for Lease, NetEffective June 30, 2020, the Company modified the terms and conditions of its SaaS arrangements and updated its operational procedures. As a result, beginning June 30, 2020, hardware provided under the Company’s SaaS agreements is accounted for as an operating lease resulting in equipment for lease recorded in “Equipment for lease, net” on the Company’s Consolidated Balance Sheet. Equipment for lease, net consisted of the following: Weighted Average Depreciation Period (in years) December 31, 2021 Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 72.9 $ 24.2 $ 48.7 Equipment held for lease (a) N/A 9.7 — 9.7 Total equipment for lease, net $ 82.6 $ 24.2 $ 58.4 Weighted Average Depreciation Period (in years) December 31, 2020 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 Consolidated Statements of Operations for depreciation of equipment under lease was $21.8 million and $9.8 million for the years ended December 31, 2021 and 2020, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following: Year Ended December 31, 2021 2020 Equipment $ 10.5 $ 16.0 Capitalized software 5.1 8.7 Leasehold improvements 9.1 11.6 Furniture and fixtures 2.0 3.1 Vehicles 0.3 0.2 Total property and equipment, gross 27.0 39.6 Less: Accumulated depreciation (8.6) (24.5) Total property, plant and equipment, net $ 18.4 $ 15.1 Amounts charged to expense in the Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Year Ended December 31, 2021 2020 2019 Depreciation and amortization expense $ 3.8 $ 3.6 $ 2.4 Cost of sales 1.6 1.6 1.4 Total depreciation expense $ 5.4 $ 5.2 $ 3.8 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding debt consisted of the following: Year Ended December 31, 2021 2020 Convertible Notes due 2025 (2025 Convertible Notes) $ 690.0 $ 577.5 Convertible Notes due 2027 (2027 Convertible Notes) 632.5 — Senior Notes due 2026 (2026 Senior Notes) 450.0 450.0 Other financing arrangements — 0.9 Total borrowings 1,772.5 1,028.4 Less: Current portion of debt — (0.9) 1,772.5 1,027.5 Less: Unamortized capitalized financing costs (34.0) (22.1) Total long-term debt $ 1,738.5 $ 1,005.4 Amortization of capitalized financing fees is included in “Interest expense” within the Consolidated Statements of Operations. Amortization expense for capitalized financing fees was $5.9 million, $5.4 million, and $4.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. 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”) 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 $673.6 million from the 2025 Convertible Notes Offering. The 2025 Convertible Notes do not bear regular interest the principal amount of the 2025 Convertible Notes does not accrete. The 2025 Convertible Notes will mature on December 15, 2025 unless earlier repurchased, redeemed or converted. The 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. The initial conversion rate for the 2025 Convertible Notes is 12.4262 shares of Class A common stock per $1,000 principal amount of 2025 Convertible Notes (equivalent to an initial conversion price of approximately $80.48 per share of Class A common stock), subject to customary adjustments upon the occurrence of specified events. Before September 15, 2025, holders will have the right to convert their 2025 Convertible Notes under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2025 Convertible Notes for each trading day of the 2025 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all 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 Convertible 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 determin ed by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the 2025 Convertible Notes at an effective interest rate of 4.10%. Debt issuance costs related to the 2025 Convertible Notes comprised of discounts and commissions payable to the initial purchasers and third-party offering costs 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. 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 debt 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 ASU 2020-06. 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: December 31, December 31, Principal outstanding $ 690.0 $ 690.0 Unamortized debt discount — (112.5) Unamortized debt issuance costs (13.0) (13.5) Net carrying value $ 677.0 $ 564.0 The net carrying amount of the equity component of the 2025 Convertible Notes as of December 31, 2020 was as follows: Amount allocated to the conversion option $ 114.2 Less: allocated issuance costs (2.7) Equity component, net $ 111.5 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%. Convertible Notes due 2027 In July 2021, Shift4 Payments, Inc. issued an aggregate principal amount of $632.5 million 0.50% 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 $617.7 million from the 2027 Convertible Notes Offering. The 2027 Convertible Notes are the Company’s senior, unsecured obligations and are equal in right of payment with the Company’s existing and future senior, unsecured indebtedness, senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the 2027 Convertible Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2027 Convertible Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The 2027 Convertible Notes bear regular interest of 0.50% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022. The 2027 Convertible Notes will mature on August 01, 2027, unless earlier repurchased, redeemed or converted. Before May 1, 2027, noteholders will have the right to convert their 2027 Convertible Notes only upon the occurrence of certain events. From and after May 1, 2027, noteholders may convert their 2027 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying in cash up to the principal amount of the 2027 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. The initial conversion rate is 8.1524 shares of Class A common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $122.66 per share of Class A common stock), subject to customary adjustments upon the occurrence of specified events. Before May 1, 2027, holders will have the right to convert their 2027 Convertible Notes under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Convertible Notes for each trading day of the 2027 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2027 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 May 1, 2027, holders may convert their 2027 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. In addition, if certain corporate events that constitute a “make-whole fundamental change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The 2027 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption 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 on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In addition, calling any 2027 Convertible Note for redemption will constitute a make-whole fundamental change with respect to that 2027 Convertible Note, in which case the conversion rate applicable to the conversion of that 2027 Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption and prior to the second business day immediately before the related redemption date. If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their 2027 Convertible Notes at a cash repurchase price equal to the principal amount of the 2027 Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock. In connection with the issuance of the 2027 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 2027 Convertible Notes to Shift4 Payments, LLC in the amount of $617.7 million. The terms of the Intercompany Convertible Note mirror the terms of the 2027 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. Debt issuance costs related to the 2027 Convertible Notes are comprised of discounts and commissions paid to the initial purchasers and third-party offering costs and total $14.8 million. The net carrying amount of the 2027 Convertible Notes was as follows: December 31, 2021 Principal outstanding $ 632.5 Unamortized debt issuance costs (13.8) Net carrying value $ 618.7 The debt issuance costs are amortized to interest expense over the term of the 2027 Convertible Notes at an effective interest rate of 0.89%. 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 Offering and the corresponding payment on the remaining First Lien Term Loan Facility was accounted for as a debt refinancing. In connection with the debt refinancing, the Company incurred a loss on extinguishment of $9.5 million comprised of the write-off of capitalized financing costs on the First Lien Term Loan Facility. The Company incurred financing fees of $7.2 million, of which $6.4 million was capitalized and recognized in the Consolidated Balance Sheet as a reduction of long-term debt and $0.8 million was recorded to “Transaction-related expenses” in the Consolidated Statements of Operations. The 2026 Senior Notes have not been registered under the Securities Act of 1933, as amended (“the 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. 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 principal payments on the First Lien Term Loan Facility and repaid in full the $130.0 million outstanding under the Second Lien Term Loan Facility. In connection with these prepayments, the Company incurred a loss on extinguishment of debt of $7.1 million representing the unamortized capitalized financing costs associated with the prepaid debt, which was recorded to “Loss on extinguishment of debt” in the Consolidated Statements of Operations in the second quarter of 2020. In October 2020, the Company fully repaid the First Lien Term Loan Facility, as discussed above, using the proceeds from the 2026 Senior Notes. The First Lien Term Loan Facility and Second Lien Term Loan Facility were subject to covenants that, among other things, limited or restricted the Company in creating liens, holding any unpermitted investments or new indebtedness, making any dispositions or restricted payments unless otherwise permitted in the agreement, and making material changes to the business. In connection with the full repayment of the Second Lien Term Loan Facility in the second quarter of 2020, the Company obtained applicable releases customary to the payment in full. Revolving Credit Facility The credit agreement governing the First Lien Term Loan Facility (“First Lien Credit Agreement”) included a revolving credit facility of $90.0 million (“Revolving Credit Facility”), with a maturity date of November 30, 2022. The First Lien Credit Agreement required compliance with certain financial covenants, including a maximum first lien net 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 First Lien Credit Agreement contained various covenants that, among other restrictions, limited 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 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 $68.5 million under the Revolving Credit Facility for general corporate purposes and to strengthen its financial position amid the COVID-19 pandemic. In June 2020, the Company repaid the outstanding borrowings of $89.5 million under the Revolving Credit Facility. Borrowing capacity on the Revolving Credit Facility was $89.5 million as of December 31, 2020, net of a $0.5 million letter of credit. Borrowings under the First Lien Credit Agreement were 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 First Lien Credit Agreement. The obligations under the First Lien Credit Agreement were 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. Amended and Restated Revolving Credit Facility In January 2021, Shift4 Payments, LLC amended and restated its First Lien Credit Agreement (“the Amended Credit Agreement”), and increased the borrowing capacity under the Revolving Credit Facility to $100.0 million. $25.0 million of the Revolving Loan Facility is available for letters of credit. Subject to certain exceptions, all obligations under the First Lien Term Credit Agreement were repaid in full and all commitments thereunder terminated in connection with the Amended Credit Agreement. In connection with the amendment, the Company incurred a loss on extinguishment of debt of $0.2 million, representing unamortized capitalized financing costs, which was recorded to “Loss on extinguishment of debt” in the Consolidated Statements of Operations for the year ended December 31, 2021. 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 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 as of December 31, 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 December 31, 2021, net of a $0.5 million letter of credit. Restrictions and covenants The 2025 Convertible Notes, 2027 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. At December 31, 2021 and 2020, the Company was in compliance with all financial covenants. |
Other Consolidated Balance Shee
Other Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Other Consolidated Balance Sheet Components [Abstract] | |
Other Consolidated Balance Sheet Components | Other Consolidated Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Prepaid insurance $ 3.3 $ 2.5 Taxes receivable 1.8 1.2 Prepaid merchant signing bonuses (a) 0.7 — Other prepaid expenses (b) 6.1 6.5 Agent and employee loan receivables 0.2 0.3 Other current assets 0.3 1.0 Total prepaid expenses and other current assets $ 12.4 $ 11.5 (a) Represents deal bonuses paid to merchants to obtain processing contracts, which are amortized over their contractual term of one year. (b) Other prepaid expenses include 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: December 31, 2021 2020 Accrued payroll $ 15.3 $ 2.8 Residuals payable 13.1 6.8 Accrued interest 4.8 3.6 Deferred employer social security tax pursuant to the CARES Act 1.6 3.0 Taxes payable 1.6 1.4 Restructuring accrual 1.5 1.4 Deferred tenant reimbursement allowance — 3.1 Escrow payable — 2.3 Accrued rent — 1.5 Other current liabilities 5.0 4.2 Total accrued expenses and other current liabilities $ 42.9 $ 30.1 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement U.S. GAAP defines a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted process in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company determines the fair values of its assets and liabilities that are recognized or disclosed at fair value in accordance with the hierarchy described below. The following three levels of inputs may be used to measure fair value: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include items where the determination of fair value requires significant management judgment or estimation. The Company makes recurring fair value measurements of contingent liabilities arising from certain acquisitions using Level 3 unobservable inputs. These amounts relate to a change of control provision and expected earnout payments related to the number of existing point-of-sale 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 converted to full acquiring merchants. In determining the fair value of the contingent liabilities, management reviewed the then-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 contingent liabilities related to earnout payments were not material as of December 31, 2020. The Company estimated the remaining earnout liability as of December 31, 2020, which was comprised of actual conversions during the fourth quarter 2020 that were fully paid in the first quarter of 2021. The table below provides a reconciliation of the beginning and ending balances for the Level 3 contingent liabilities: Year Ended December 31, 2021 2020 2019 Balance at beginning of period (a) $ — $ 32.3 $ 19.9 Additions (b) — 1.7 — Cash payments made for contingent (0.2) (3.0) (3.1) Contingent liabilities related to change of — (23.2) — Fair value adjustments 0.2 (7.8) 15.5 Balance at end of period $ — $ — $ 32.3 (a) The balance at beginning of period for the year ended December 31, 2020 includes $30.4 million of contingent liabilities related to change of control and $1.9 million of contingent liabilities related to earnout payments, both of which are included in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. (b) 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 Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the 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 Consolidated Statements of Operations. There were no transfers into or out of Level 3 during the years ended December 31, 2021, 2020 and 2019. The estimated fair value of the Company's outstanding debt using quoted prices from over-the-counter markets, considered Level 2 inputs, was as follows. December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair 2025 Convertible Notes $ 690.0 $ 735.4 $ 690.0 $ 843.9 2027 Convertible Notes 632.5 556.5 — — 2026 Senior Notes 450.0 465.7 450.0 468.0 Total $ 1,772.5 $ 1,757.6 $ 1,140.0 $ 1,311.9 Other financial instruments not measured at fair value on the Company’s Consolidated Balance Sheets at December 31, 2021 and 2020 include cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other noncurrent assets, accounts payable, and accrued expenses and other current liabilities as their estimated fair values reasonably approximate their carrying value as reported on the Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 Inc. is not passed through to Shift4 Payments, LLC. Instead, it is taxed at the corporate level subject to the prevailing corporate tax rates. Components of income tax benefit (provision) consisted of the following for the years indicated: Year Ended December 31, 2021 2020 2019 Current Federal $ 0.6 $ 1.4 $ (1.1) State — (0.2) (0.4) Foreign — (0.1) — Total current income tax benefit (provision) 0.6 1.1 (1.5) Deferred Federal 2.5 1.2 (0.2) State — 0.1 — Total deferred income tax benefit (provision) 2.5 1.3 (0.2) Total income tax benefit (provision) $ 3.1 $ 2.4 $ (1.7) A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Noncontrolling interests/effect of pass-through entities (LLC loss) (7.3 %) (17.1 %) (23.6) % State income taxes, net of federal benefit 5.3 % 1.1 % — % Permanent items (1.2 %) 1.6 % — % Change in valuation allowance (60.1 %) (4.5 %) — % Equity-based compensation 46.8 % — % — % Other (0.5 %) — % (0.5) % Effective income tax rate 4.0 % 2.1 % (3.1 %) Details of the Company’s deferred tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Investment in Shift4 Payments, LLC $ 277.2 $ 181.2 Net operating loss and tax credits carryforward 110.0 19.8 Lease liabilities 2.4 — Equity-based compensation 1.6 10.2 Accrued expenses 0.9 1.9 Other 6.1 0.8 Subtotal 398.2 213.9 Valuation allowance (383.0) (179.5) Total deferred tax assets 15.2 34.4 Deferred tax liabilities: 2025 Convertible Notes — (29.4) Intangible assets (9.9) (5.9) Fixed assets (2.2) (1.8) Right-of-use assets (1.5) — Other liabilities (1.9) (0.1) Total deferred tax liabilities (15.5) (37.2) Net deferred tax liability $ (0.3) $ (2.8) The Company has a deferred tax asset for the difference between the financial reporting and the tax basis of its investment in Shift4 Payments, LLC. The deferred tax asset above does not consider the iterative impact of the Tax Receivable Agreement (“TRA”) liability, as the liability has not been recorded as of December 31, 2021 or 2020. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by Shift4 Payments, LLC over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. On the basis of this evaluation, as of December 31, 2021 and 2020, a full valuation allowance of $383.0 million and $179.5 million, respectively, has been recorded at Shift4 Payments, Inc. to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth. As of December 31, 2021, the Company has $432.5 million federal and $431.1 million state net operating loss carryforwards, which are expected to expire on various dates as follows. The Company’s state net operating loss carryforwards are available to reduce future taxable income, which expire at various times through 2042. The federal net operating loss carryforwards of $378.6 million generated in tax years after 2017 have an unlimited carryforward period, while the remaining $53.9 million generated in earlier tax years have a twenty years carryforward, beginning in 2037. Below is a tabular reconciliation of the total amounts of unrecognized tax benefits. Year Ended December 31, 2021 2020 2019 Beginning balance $ 0.3 $ 0.3 $ — Increase related to current year tax positions — — 0.3 Decrease attributable to settlements with taxing authorities (0.3) — — Ending balance $ — $ 0.3 $ 0.3 All of the unrecognized tax benefits reflected in the above table would affect the effective tax rate, if recognized. The Company files income tax returns as required by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company may be subject to examination by federal and certain state and local tax authorities. As of December 31, 2021, the Company’s federal income tax returns for the years 2018 through 2020 and state and local tax returns for the years 2018 through 2020 remain open and are subject to examination. Tax Receivable Agreement The Company expects to obtain an increase in its share of the tax basis in the net assets of Shift4 Payments, LLC as LLC Interests are redeemed from or exchanged by Continuing Equity Owners, at the option of the Company, determined solely by the Company’s independent directors. The Company intends to treat any redemptions and exchanges of LLC Interests as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities. In connection with the Reorganization Transactions and the IPO, the Company entered into the 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 a $248.3 million 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 years ended December 31, 2021 or December 31, 2020. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of Shift4 Payments, Inc. in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, the TRA liability may be considered probable at that time and recorded within earnings. |
Lease Agreements
Lease Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Agreements | Lease Agreements As Lessee The Company has operating leases primarily for office space and equipment. Most leases are not cancellable prior to their expiration. The Company accounts for leases in accordance with ASC 842 by recording right-of-use assets and lease liabilities. The right-of-use assets represent the Company's right to use underlying assets for the lease term and the lease liability represents the Company's obligation to make lease payments under the leases. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The following amounts were recorded on the Consolidated Balance Sheets relating to leases: December 31, 2021 Assets Operating lease assets (a) $ 18.5 Liabilities Current operating lease liabilities (a) $ 4.8 Noncurrent operating lease liabilities (a) 17.9 Total lease liabilities $ 22.7 (a) Operating lease assets are included within “Right-of-use assets” and operating lease liabilities are included within “Accrued expenses and other current liabilities” and “Other noncurrent liabilities” in the Company's Consolidated Balance Sheets. The expected future payments related to leases with initial non-cancellable lease terms in excess of one year at December 31, 2021 are as follows: 2022 $ 5.3 2023 4.4 2024 4.2 2025 3.3 2026 2.9 Thereafter 4.7 Total lease payments $ 24.8 Less: Interest (2.1) Present value of minimum payments $ 22.7 Total operating lease expense, which is included in “General and administrative expenses” in the Company's Consolidated Statements of Operations, was $6.1 million, $6.4 million, and $4.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Additional information related to operating leases is as follows: Year ended December 31, 2021 Weighted average remaining in lease term (in years): 5.6 Weighted average discount rate 3.2 % Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments included in operating cash flows $ 6.3 Non-cash additions to operating lease assets 2.3 As Lessor The Company provides hardware, including terminals and point-of-sale equipment, to its merchants under operating leases. The Company's operating leases generally include options to extend the contract for successive one-year periods. Extension options are not included in the determination of lease income unless, at lease inception, it is reasonably certain that the option will be exercised. The Company’s operating leases do not generally include purchase options. Lease payments received are recognized as income on a straight-line basis over the term of the agreement in accordance with ASC 606 and classified as gross revenue on the Consolidated Statements of Operations. Total lease income |
Lease Agreements | Lease Agreements As Lessee The Company has operating leases primarily for office space and equipment. Most leases are not cancellable prior to their expiration. The Company accounts for leases in accordance with ASC 842 by recording right-of-use assets and lease liabilities. The right-of-use assets represent the Company's right to use underlying assets for the lease term and the lease liability represents the Company's obligation to make lease payments under the leases. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. The following amounts were recorded on the Consolidated Balance Sheets relating to leases: December 31, 2021 Assets Operating lease assets (a) $ 18.5 Liabilities Current operating lease liabilities (a) $ 4.8 Noncurrent operating lease liabilities (a) 17.9 Total lease liabilities $ 22.7 (a) Operating lease assets are included within “Right-of-use assets” and operating lease liabilities are included within “Accrued expenses and other current liabilities” and “Other noncurrent liabilities” in the Company's Consolidated Balance Sheets. The expected future payments related to leases with initial non-cancellable lease terms in excess of one year at December 31, 2021 are as follows: 2022 $ 5.3 2023 4.4 2024 4.2 2025 3.3 2026 2.9 Thereafter 4.7 Total lease payments $ 24.8 Less: Interest (2.1) Present value of minimum payments $ 22.7 Total operating lease expense, which is included in “General and administrative expenses” in the Company's Consolidated Statements of Operations, was $6.1 million, $6.4 million, and $4.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Additional information related to operating leases is as follows: Year ended December 31, 2021 Weighted average remaining in lease term (in years): 5.6 Weighted average discount rate 3.2 % Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments included in operating cash flows $ 6.3 Non-cash additions to operating lease assets 2.3 As Lessor The Company provides hardware, including terminals and point-of-sale equipment, to its merchants under operating leases. The Company's operating leases generally include options to extend the contract for successive one-year periods. Extension options are not included in the determination of lease income unless, at lease inception, it is reasonably certain that the option will be exercised. The Company’s operating leases do not generally include purchase options. Lease payments received are recognized as income on a straight-line basis over the term of the agreement in accordance with ASC 606 and classified as gross revenue on the Consolidated Statements of Operations. Total lease income |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe 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 Consolidated Statements of Operations, was $1.0 million for the year ended December 31, 2021 and $0.4 million for each of the years ended December 31, 2020 and 2019. There were no amounts outstanding at December 31, 2021 or 2020. On May 31, 2020, the Company amended the monthly fee and added services in this month-to-month 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 Consolidated Statements of Operations, of $0.8 million and $2.0 million for the years ended December 31, 2020 and 2019, respectively. Management fees due to the Company’s respective shareholders were fully paid as of June 30, 2020 and are not required to be paid subsequent to the IPO. The Company incurred $1.2 million and $1.0 million in costs associated with the September and December Follow-on Offerings, respectively, that were reimbursable by Searchlight, and were 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 the third and fourth quarters of 2021, the Company incurred $1.1 million in costs associated with a proposed Follow-on Offering and costs associated with the exchange of shares by Searchlight that are reimbursable by Searchlight and included in “Accounts receivable, net” on the Company's Consolidated Balance Sheets at December 31, 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 was 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 Consolidated Balance Sheets as of December 31, 2021, and expensed within “Advertising and marketing” on the Company's Consolidated Statements of Operations in March 2021 when the participant was selected for the mission through a contest held by the Company. In the year ended December 31, 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 $0.9 million for the year ended December 31, 2021 were directly associated with the Inspiration4 mission and were reimbursable by the Founder. As of December 31, 2021, $0.1 million is receivable from the Founder and is recorded as “Accounts receivable” on the Company's Consolidated Balance Sheets. 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. In September 2021, the Founder, through the SPV, entered into two VPF Contracts with a Dealer, one covering approximately 2.18 million shares of the Company’s Class A common stock and the other covering approximately 2.26 million shares of the Company’s Class A common stock. The VPF Contracts are both scheduled to settle on specified dates in June, July, August and September 2024, 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 approximately $66.4240 per share and the forward cap price of approximately $112.09 per share for the contract covering approximately 2.18 million shares of the Company’s Class A common stock, and to the forward floor price of $66.4240 per share and the forward cap price of approximately $120.39 per share for the contract covering approximately 2.26 million shares of the Company’s Class A common stock, with the aggregate number not to exceed approximately 4.44 million shares, which is the aggregate number of shares of Company’s Class B common stock and their associated common units of Shift4 Payments, LLC pledged by the SPV to secure its obligations under the contracts. Subject to certain conditions, the SPV can also elect to settle the VPF Contracts in cash and thereby retain full ownership of the pledged shares and units. If Rook were to default on its obligations under the VPF Contracts 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 | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm the Company’s business. In August 2021, TSYS, a Global Payments company and an important vendor to the Company, experienced a significant platform outage resulting in a payment processing service disruption that lasted for several hours. TSYS is utilized by many major credit card issuers and payment processors, which meant the impact of the outage was felt by many card accepting merchants and cardholders across the nation. The Company took steps to lessen the financial impact to its merchants and partners due to the TSYS outage and is seeking compensation through a variety of channels, including engaging with the responsible party. The Company is currently not aware of any 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 | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Units | Redeemable Preferred Units As of December 31, 2019, Shift4 Payments, LLC had 430 non-convertible redeemable preferred units (with a stated value at $100,000 per unit) authorized, issued and outstanding with a carrying value and liquidation value of $43.0 million. The redeemable preferred units earned a preferred dividend, which could be paid in cash or preferred units at a rate of 10.50% per annum, compounded quarterly. Any unpaid accumulated dividends were required to be paid prior to any other membership interest. The principal of the Redeemable Preferred units was payable only after all Common Unit holders were paid in full. The dividend was limited to $5.0 million each calendar year. Holders of redeemable preferred units were not entitled to vote on any matters of the Company’s affairs and had no preemptive rights. Redeemable preferred units could have been redeemed in cash, in whole or in part, at the option of the Company, at a redemption price equal to the stated value of the unit. In the event of the sale of the Company or qualified public offering (i.e., IPO with aggregate offering prices in excess of $150.0 million), each redeemable preferred unit became mandatorily redeemable at a redemption price equal to the stated value per unit (subject to the prior discharge of and full satisfaction of loans and the First Lien Term Loan Facility and Second Lien Term Loan Facility). As such, the redeemable preferred units were classified in temporary equity as they represented a contingently redeemable security. Redeemable preferred units could not have been transferred at any time, without prior consent of the Company. During the years ended December 31, 2020 and 2019, $2.1 million and $5.0 million, respectively, of preferred dividends were accrued and recognized as a reduction of “Members’ Deficit.” Preferred dividends outstanding at the time of the IPO were $3.2 million, of which $0.9 million was settled in cash and $2.3 million was converted to LLC Interests in conjunction with the IPO. |
Stockholders' Equity_Members' D
Stockholders' Equity/Members' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Members' Equity [Abstract] | |
Stockholders' Equity/Members' Deficit | Stockholders’ Equity/Members’ Deficit Structure prior to the Reorganization Transactions Prior to the completion of the Reorganization Transactions, Shift4 Payments, LLC had LLC Interests outstanding in the form of Class A Common units and Class B Common units. As of December 31, 2019, the Company was authorized to issue 100,000 Class A Common units, and as of December 31, 2019, 60,000 units were issued and outstanding to Searchlight II GWN, L.P., (“SCP”) or (“SCP Common Units”), and 40,000 units were issued and outstanding to Rook Holdings Inc., (“Rook”) or (“Rook Common Units”), a wholly owned corporation of which the Company’s current Chief Executive Officer is the sole stockholder. Prior to May 31, 2021, Class A Common units were non-transferrable, except in the event the Company’s current Chief Executive Officer was terminated for a reason other than for cause or resignation; all Class A Common units (but not less than all) held by Rook could be transferred. Members holding Class A Common units were entitled to one vote per unit. As of December 31, 2019, the Company had 1,010 Class B Common units authorized, issued and outstanding. Members holding Class B Common units were not entitled to vote on any matters of the Company and were not entitled to any distributions until aggregate distributions to holders of Class A Common units exceed $565.2 million, after which holders of Class B Common units were entitled to 1.11% of distributions to holders of Class A Common units and Class B Common units up to $655.0 million, after which holders of Class B Common units share in distributions with holders of Class A Common units on a pro rata basis. In addition, if aggregate distributions to holders of Class A Common units exceeded $565.2 million, holders of Class B Common units were entitled to a special distribution of $9.0 million, divided on a pro rata basis. 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. Recapitalization of Shift4 Payments, LLC In connection with the Reorganization Transactions, and the amendment and restatement of the Shift4 Payments, LLC Agreement, the Company modified its capital structure and converted all existing ownership interests in Shift4 Payments, LLC (including the redeemable preferred units) into LLC Interests of a single class. In connection with the recapitalization: • A total of 528,150 LLC Interests held by a former equity owner were exchanged for an equal number of shares of Class A common stock of Shift4 Payments, Inc. • The Company acquired 15,513,817 LLC Interests from Searchlight in exchange for an equal number of shares of Class C common stock of Shift4 Payments, Inc. • The Company issued 915,503 shares of Class A common stock to satisfy a contingent liability of Shift4 Payments, LLC arising from a previous acquisition. In exchange, Shift4 Payments, LLC issued 915,503 LLC Interests to Shift4 Payments, Inc. • The Company issued 39,204,989 shares of Class B common stock to the Continuing Equity Owners on a one-for-one basis to the corresponding LLC Interests held by each of the Continuing Equity Owners. Initial Public Offering 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. The Company received net proceeds of approximately $362.6 million, after deducting underwriting discounts and commissions and offering expenses. Concurrently with the IPO, the Company also completed a $100.0 million private placement of 4,625,346 shares of Class C common stock, which were valued by a third party at a price per share equal to the purchase price. The total net proceeds from the IPO and concurrent private placement were approximately $462.6 million. The Company used the total proceeds to purchase newly issued LLC Interests from Shift4 Payments, LLC. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. to repay certain existing indebtedness and for general corporate purposes. Follow-on Offerings In September 2020, the Company completed an offering of 2,000,000 shares of its Class A common stock, and Searchlight and a former equity owner, sold 7,856,373 and 143,627 shares, respectively, of Class A common stock at a price to the public of $48.50 per share. In October 2020, Searchlight and a former equity owner sold an additional 1,473,070 and 26,930 shares, respectively, of Class A common stock pursuant to the exercise by the underwriters of their option to purchase additional shares. The Company received net proceeds from the September Follow-on Offering of $93.1 million, after deducting underwriting discounts and commissions and offering expenses of approximately $3.9 million. The Company did not receive any of the proceeds from the sale of Class A common stock by the selling stockholders. The total net proceeds from the September Follow-on Offering were used to purchase newly-issued LLC Interests directly from Shift4 Payments, LLC at a price per unit equal to the price to the public of Class A common stock in the September Follow-on Offering, less underwriting discounts and commissions. Shift4 Payments, LLC used these amounts received from Shift4 Payments, Inc. for general corporate purposes. In connection with the September Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight of 4,319,532 LLC Interests in exchange for 4,319,532 shares of Class A common stock, and an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 5,009,911 shares of Class C common stock held by Searchlight to 5,009,911 shares of Class A common stock. In December 2020, Searchlight sold 9,200,000 shares of the Company’s Class A common stock in a registered public offering. The Company did not sell any shares of Class A common stock in the December Follow-on Offering and did not receive any of the proceeds from, nor incur any expenses for, the sale of shares by Searchlight in the December Follow-on Offering. Searchlight has agreed to reimburse the Company for the costs of the December Follow-on Offering. In connection with the December Follow-on Offering, the Company also completed the following transactions: • The redemption by Searchlight of 4,259,600 LLC Interests in exchange for 4,259,600 shares of Class A common stock sold, and an immediate cancellation of an equivalent number of shares of Class B common stock. • The conversion of 4,940,400 shares of Class C common stock held by Searchlight to 4,940,400 shares of Class A common stock sold. Stock Repurchases On December 16, 2021, the Company's board of directors authorized commencement of a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $100.0 million of the Company’s Class A common stock, par value $0.0001 (“Common Stock”) and will expire on December 31, 2022. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. As of December 31, 2021, the Company repurchased 378,475 shares of Common stock for $21.1 million, including commissions paid, at an average price paid of $55.81 per share, which is recorded as “Treasury stock” on the Company's Consolidated Balance Sheets. As of December 31, 2021, approximately $78.9 million remained available for future purchases under the program. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 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: December 31, 2021 December 31, 2020 LLC Interests Ownership % LLC Interests Ownership % Shift4 Payments, Inc. 56,449,833 68.2 % 49,926,802 62.0 % Continuing Equity Owners 26,272,654 31.8 % 30,625,857 38.0 % Total 82,722,487 100 % 80,552,659 100 % 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 | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Compensation | 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, RSUs, 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. In connection with the IPO, the Company granted 4,690,167 RSUs under the 2020 Plan, consisting of: • 2,475,830 RSUs not subject to continued service, which vested in June 2021. • 421,548 RSUs subject to continued service, which vested 50% in December 2020, and the remaining 50% in December 2021. • 1,764,535 RSUs subject to continued service, vesting in equal installments at each anniversary of the grant date, over a three-year period. • 28,254 RSUs subject to continued service, granted to non-employee directors, which vested in June 2021. Each non-employee director is also entitled to an annual grant of RSUs valued at $0.1 million on the date of grant and which will vest in full on the date of the Company’s annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. Additionally, for the year ended December 31, 2020, the Company granted: • 107,105 RSUs subject to continued service, vesting 20% in October 2021, 30% in October 2022, and 50% in October 2023. • 195,952 RSUs subject to continued service, vesting in equal installments at each anniversary of the grant date, over a three-year period. • 71,403 PRSUs, subject to continued service, which vest in 25% increments based on achievement of certain targets related to the number of new end-to-end merchant sign-ups. For the year ended December 31, 2021, the Company granted: • 77,326 RSUs not subject to continued service, which vested immediately in March 2021. • 35,973 RSUs issued in connection with the VenueNext acquisition, which vest at anniversary dates ranging from six months to two years. • 943,290 RSUs issued as part of a discretionary equity award program for non-management employees, which vest in equal increments in three four • 39,564 RSUs subject to continued service, vesting 20% in 2022, 30% in 2023, and 50% in 2024. • 59,347 PRSUs, subject to continued service, which vest based on achievement of certain targets related to the Company's end-to-end payment volume. The RSU activity was as follows: Number of Weighted Unvested balance at December 31, 2019 — $ — Granted 5,064,627 24.30 Vested (201,425) 23.00 Forfeited or cancelled (22,694) 23.27 Unvested balance at December 31, 2020 4,840,508 24.35 Granted 1,480,962 58.98 Vested (3,876,928) 23.98 Forfeited or cancelled (41,848) 51.91 Unvested balance at December 31, 2021 2,402,694 $ 43.28 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 and an income tax benefit from equity-based compensation expense as follows. Year ended December 31, 2021 2020 Equity-based compensation expense $ 40.8 $ 66.2 Income tax benefit — 2.0 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions under the two-class method. See Note 2 for additional information related to basic and diluted net loss per share. Basic and diluted 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. Therefore, loss per unit information has not been presented for the year ended December 31, 2019 given the completion of the Reorganization Transactions on June 4, 2020, which created the Company's current capital structure, which is not reflective of the capital structure and relative ownership of the Company’s business prior to the Reorganization Transactions in a manner similar to a stock split. Basic and diluted net loss per share for the year ended December 31, 2020 represents the period from June 5, 2020 to December 31, 2020, the period where the Company had outstanding Class A and Class C common stock following the Reorganization Transactions. Basic net loss per share has been computed by dividing net loss attributable to common shareholders for the period subsequent to the Reorganization Transactions by the weighted average number of shares of common stock outstanding for the same period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares were outstanding. Diluted net loss per share has been computed in a manner consistent with that of basic net loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period. Year Ended December 31, 2021 Year Ended December 31, 2020 Net loss $ (74.0) $ (111.4) Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction — (77.9) Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions (25.8) (15.1) Net loss attributable to Shift4 Payments, Inc. (48.2) (18.4) Adjustment to net loss attributable to common stockholders (0.7) (1.0) Net loss attributable to common stockholders $ (48.9) $ (19.4) Numerator - Basic and Diluted: Net loss attributable to common stockholders $ (48.9) $ (19.4) Allocation of net loss among common stockholders: Net loss allocated to Class A common stock $ (42.4) $ (12.1) Net loss allocated to Class C common stock $ (6.5) $ (7.3) Denominator - Basic and Diluted: Weighted average shares of Class A common stock outstanding 47,594,839 28,148,355 Weighted average shares of Class C common stock outstanding 7,329,534 16,882,903 Net loss per share - Basic and Diluted: Class A common stock $ (0.89) $ (0.43) Class C common stock $ (0.89) $ (0.43) The following were excluded from the calculation of diluted net loss per share as the effect would be anti-dilutive. Year Ended December 31, 2021 Year Ended December 31, 2020 LLC Interests that convert into potential Class A common shares 26,272,654 30,625,857 RSUs and PRSUs - employee 2,389,752 2,336,424 RSUs - non-employee directors 12,942 39,745 Total 28,675,348 33,002,026 In addition, for the year ended December 31, 2020, the Company has excluded from the calculation of diluted net loss per share the effect of the conversion of the 2025 Convertible Notes, as the last reported sales price of the Company's common stock was not greater than or equal to 130% of the conversion price for 20 trading days during a period of 30 consecutive trading days prior to December 31, 2020, per the terms of the agreement. For the year ended December 31, 2021, the Company has excluded from the calculation of diluted net loss per share the effect of the conversion of the 2025 Convertible Notes and 2027 Convertible Notes, as the last reported sales price of the Company's common stock was not greater than or equal to 130% of the conversion price for 20 trading days during a period of 30 consecutive trading days prior to December 31, 2021, per the terms of the agreements. As discussed in Note 12, the Company will pay in cash the $690.0 million principal of the 2025 Convertible Notes and the $632.5 million principal of the 2027 Convertible Notes with any excess to be paid or delivered in cash or shares of the Company's Class A common stock or a combination of both at the Company's election. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flows Information Supplemental cash flows disclosures and noncash information consisted of the following: Year Ended December 31, 2021 2020 2019 Cash paid for income taxes, net of refunds $ 0.4 $ 0.8 $ 0.2 Cash paid for interest 20.9 39.2 47.2 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 — — Shares issued in connection with 3dcart acquisition — 19.2 — Equipment for lease 3.1 2.0 — Capitalized software development costs 0.4 0.6 0.9 Noncash financing activities Right associated with Inspiration4 seat 2.1 — — Repurchases of Class A Common Stock not yet paid 1.6 — — Contingent consideration settled with Class A common stock — 21.1 — Short-term financing for directors and officers insurance — 3.4 — Preferred return on preferred stock settled with LLC Interests — 2.3 — Accrued preferred return on redeemable preferred units — — 1.2 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Segments Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for the purposes of allocating resources and evaluating financial performance. The Company’s CODM is the chief executive officer, who reviews financial information on a consolidated level for purposes of allocating resources and evaluating financial performance, and as such, the Company’s operations constitute one operating segment and one reportable segment. No single customer accounted for more than 10% of the Company’s revenue during the years ended December 31, 2021, 2020 and 2019. The Company’s operations are concentrated in the United States. The following table summarizes gross revenue by revenue type: Year Ended December 31, 2021 2020 2019 Payments-based revenue (a) $ 1,258.0 $ 684.2 $ 643.6 Subscription and other revenues 109.5 82.7 87.8 Gross revenue $ 1,367.5 $ 766.9 $ 731.4 (a) For the year ended December 31, 2021, payments-based revenue includes nonrecurring payments of $23.1 million the Company made to merchants related to the TSYS outage that are treated as contra revenue and as such reduce payments-based revenue. See Note 5 for more information about the TSYS outage. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Investment in Interchecks In January 2022, the Company invested $1.0 million in Interchecks Technologies, Inc. (“Interchecks”), one of the fastest growing instant payment infrastructure and service providers for the online gaming, fintech, and digital ecosystem verticals. Acquisitions On March 1, 2022, the Company entered into a definitive agreement to acquire Credorax, Inc. d/b/a Finaro (“Finaro”) for approximately $200.0 million in cash, $325.0 million in shares of the Company’s Class A common stock and a performance-based earnout of up to $50.0 million in Class A common stock. Consummation of the merger is subject to regulatory approvals. Finaro is a cross-border eCommerce platform and bank specializing in solving complex payment problems for multi-national merchants that the Company believes will accelerate its growth in international markets. On February 28, 2022, the Company acquired The Giving Block, Inc. (“The Giving Block”) for approximately $13.5 million in cash, $40.5 million in shares of the Company’s Class A common stock and a performance-based earnout of up to $61.5 million in cash and $184.5 million in shares of the Company’s Class A common stock. The Giving Block is a cryptocurrency donation marketplace that the Company expects to accelerate its growth in the non-profit sector with significant cross-sell potential. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Follow-on Offerings | Senior Notes Offering – 2026 Notes In October 2020, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. completed the issuance and sale of $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (“2026 Senior Notes”) to qualified institutional buyers in an offering exempt from registration under the Securities Act of 1933, as amended (“Securities Act”). The Company received net proceeds, after deducting initial purchasers’ discounts and estimated offering expenses, of approximately $442.8 million from the offering of the Notes. The net proceeds of the 2026 Senior Notes, together with cash on hand, were used to repay all indebtedness outstanding under the First Lien Term Loan Facility. Convertible Notes Offering – 2025 Notes In December 2020, Shift4 Payments, Inc. issued an aggregate $690.0 million of Convertible Senior Notes due 2025 (“2025 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 $673.6 million from the offering of the 2025 Convertible Notes. The net proceeds of the 2025 Convertible Notes, together with cash on hand, will be used for general corporate purposes. Convertible Notes Offering – 2027 Notes In July 2021, Shift4 Payments, Inc. issued an aggregate principal amount of $632.5 million of 0.50% 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 $617.7 million from the offering of the 2027 Convertible Notes. The net proceeds of the 2027 Convertible Notes, together with cash on hand will be used for general corporate purposes. Amended and Restated Revolving Credit Facility In January 2021, Shift4 Payments, LLC amended and restated its First Lien Credit Agreement and increased the borrowing capacity under the revolving credit facility to $100.0 million (“Revolving Credit Facility”). The Revolving Credit Facility matures on September 15, 2025. A commitment fee of 0.5% of the unused commitment under the Revolving Credit Facility is payable quarterly. Interest is payable in arrears on any outstanding principal balance at a rate equal to the LIBO rate plus 3.5% or Alternate Base Rate, dependent on type of borrowing. |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The 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. All intercompany balances and transactions have been eliminated in consolidation. The 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 years presented. 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 and $632.5 million of 2027 Convertible Notes that are held by Shift4 Payments, Inc. directly. See Note 12 for information about the 2025 Convertible Notes and 2027 Convertible Notes. As of December 31, 2021 and 2020, $9.8 million and $684.5 million of cash was held by Shift4 Payments, Inc., respectively. For the years ended December 31, 2021 and 2020, 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. |
Change in Presentation of Consolidated Statements of Operations | Change in Presentation of Consolidated Statements of Operations The Company has changed the presentation of its Consolidated Statements of Operations to remove the “Gross profit” line item and update the “Cost of sales” line item to indicate it is exclusive of depreciation and amortization expense shown separately for the years ended December 31, 2021, 2020 and 2019. The Company has also changed the presentation of the disclosure in Note 25 to remove the reconciliation between “Gross revenue” and “Gross profit.” |
Liquidity and Managements Plan | Liquidity and Management’s Plan As of December 31, 2021, the Company had $1,772.5 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 consolidated financial statements. See Note 12 for further information on the Company’s debt obligations. In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 resulted in governmental authorities throughout the United States implementing a variety of containment measures with the objective of slowing the spread of the virus, including travel restrictions, shelter-in-place orders and business shutdowns. The COVID-19 pandemic and these containment measures have had, and could continue to have, a significant impact on the Company’s business. While the Company has experienced year-over-year growth in its gross revenues and end-to-end payment volumes, end-to-end payment volumes in certain merchant categories associated with international travel and corporate travel are running lower than pre-COVID-19 pandemic levels. The ultimate impact that the COVID-19 pandemic and any variants will have on the Company’s consolidated results of operations in future periods remains uncertain. The Company will continue to evaluate the nature and extent of these potential impacts to its business, consolidated results of operations and liquidity. |
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 consolidated financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include estimates of fair value of acquired assets and liabilities through business combinations, fair value of debt instruments, fair value of contingent liabilities related to earnout payments and change of control, 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 the board of 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 consolidated financial statements may be materially affected. |
Cash and Cash Equivalents | Cash and cash equivalents Highly liquid investments with maturities of three months or less at the date of the purchase are considered to be cash equivalents and are stated at cost, which approximates fair value. Cash equivalents consist of highly liquid investments in money market funds and were $1,176.7 million and $886.7 million at December 31, 2021 and 2020, respectively. The Company maintains its cash with high credit quality financial institutions. The total cash balances insured by the Federal Deposit Insurance Corporation (“FDIC”), are up to $250 thousand per bank. |
Accounts Receivable | Accounts Receivable Accounts receivable are primarily comprised of amounts due from the Company’s processing partners. The receivables are typically received within 10 business days following the end of the month. In addition, accounts receivable includes amounts due from merchants for point-of-sale software, support services, and other miscellaneous service fees, as well as receivables related to chargeback transactions, as described below. Accounts receivable are stated at the invoice amount. Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality, unsatisfactory merchant services, nondelivery of goods or nonperformance of services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the disputed amount is refunded to the cardholder through the acquiring bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company’s sponsorship bank holds merchant funds that are available to meet merchant chargeback liabilities if the merchant has inadequate funds to the meet the obligation. Total merchant funds held at the Company’s sponsorship bank totaled $10.7 million, and $4.6 million as of December 31, 2021 and 2020, respectively. The Company has funds deposited in a sponsor bank merchant settlement account to facilitate gross card transaction deposits for those customers we bill on a monthly, versus a daily basis. This amount fluctuates based upon end-to-end payment volumes and timing of billing cycles. As of December 31, 2021 and 2020, the Company had $53.3 million and $15.5 million, respectively, in funds deposited at the sponsor bank included within “Accounts Receivable” on its Consolidated Balance Sheets. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of accounts that will not be collected. The allowance for doubtful accounts is primarily comprised of (1) credit risk associated with processing receivables where the credit card or automatic clearing house (“ACH”) transaction to settle the customer accounts was rejected and the Company estimates an amount to be uncollectible (2) transactions disputed by a cardholder in which the Company bears the credit risk (chargeback receivables) and (3) a portion of gateway and other merchant billing receivables for which the Company estimates amounts to be uncollectible. |
Accounts Payable | Accounts Payable Accounts payable are primarily comprised of amounts due to the Company’s processing partners for interchange and processing fees. |
Inventory | Inventory Inventory represents credit and debit card terminals, point-of-sale systems and electronic cash registers on hand and not in service. Inventory is recorded using the weighted average cost method. Inventory deemed to have costs greater than their respective values are reduced to net realizable value as a loss in the period recognized. |
Shipping and Handling Costs | Shipping and Handling Costs The Company includes shipping and handling costs relating to the delivery of its terminal and point-of sale systems directly from third-party vendors to the Company and, from the Company to its merchants within “Cost of sales” in the Consolidated Statements of Operations. The Company incurred shipping and handling costs of $3.9 million for the year ended December 31, 2021 and $2.8 million for each of the years ended December 31, 2020 and 2019, respectively. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the asset’s estimated useful life. Leasehold improvements are depreciated over the lesser of the estimated life of the leasehold improvement or the remaining lease term. Maintenance and repairs, which do not extend the useful life of the respective assets, are charged to expense as incurred. The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount. Factors the Company considers in performing a qualitative assessment include, but are not limited to, general macroeconomic conditions, industry and market conditions, company financial performance, changes in strategy and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or does not pass the qualitative assessment, a quantitative assessment is performed. For 2020, the Company performed a quantitative impairment test. When performing a quantitative assessment, the carrying amount of the reporting unit is compared to its estimated fair value. If goodwill is deemed impaired, an impairment loss is recognized for the amount by which the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit may be estimated using income and market approaches. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of the reporting unit. Failure to achieve these expected results, changes in the discount rate, or market pricing metrics may cause a future impairment of goodwill at the reporting unit level. |
Other Intangible Assets, Net | Other Intangible Assets, Net Other intangible assets, net consists of merchant relationships, acquired technology, trademarks and trade names, noncompete agreements, capitalized software development costs, leasehold interests, and residual commission buyouts. The Company capitalizes software development costs in developing internal use software when capitalization requirements have been met. Costs prior to meeting the capitalization requirements are expensed as incurred. Residual commission buyouts represent amounts paid to an independent sales organization (“ISO”) to buy out their future residual commission streams. The typical payment to the ISO is comprised of a lump sum payment due immediately and a contingent payment due fourteen months following the buyout agreement dependent on attrition rates and/or other financial metrics within the respective merchant portfolios. |
Impairment of Long-lived Assets | Impairment of long-lived assetsWe evaluate long-lived assets (including intangible assets) for impairment whenever events or circumstances indicate that the carrying amounts of such assets may not be recoverable. An asset is considered impaired when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impaired, the asset’s carrying value is written down to its fair value. |
Equipment for Lease | Equipment for Lease Equipment for lease represents terminals and point-of-sale systems that are provided under the Company’s software as a service (“SaaS”) arrangements. Equipment for lease is stated at cost, less accumulated depreciation. Certain costs incurred in connection with the assembly and delivery of leased assets to the merchant are capitalized as part of the cost of such assets. Depreciation commences when new equipment is first deployed to a merchant and is computed using the straight-line method over an estimated useful life of three years. |
Leases | Leases Effective January 1, 2021, the Company adopted ASU 2016-2: Leases (“ASC 842”) using the modified retrospective method. Prior period amounts were not adjusted. Additional information about the Company’s lease policies and the related impact of the adoption is included in Recent Accounting Pronouncements within this Note and Note 16 to the consolidated financial statements. Leases are classified as either operating or capital, based on the substance of the transaction at inception of the lease. Classification is reassessed if the terms of the lease are changed. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under an operating lease (net of any incentives received from the lessor) are recognized to “General and administrative expenses” in the Consolidated Statements of Operations on a straight-line basis over the period of the lease. The Company has operating leases primarily for office space and equipment. Most leases are not cancellable prior to their expiration. The Company accounts for leases in accordance with ASC 842 by recording right-of-use assets and lease liabilities. The right-of-use assets represent the Company's right to use underlying assets for the lease term and the lease liability represents the Company's obligation to make lease payments under the leases. The Company determines if an arrangement is or contains a lease at contract inception and exercises judgment and applies certain assumptions when determining the discount rate, lease term and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, the Company does not have knowledge of the rate implicit in the lease and, therefore, uses its incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that the Company is reasonably certain to exercise. |
Revenue Recognition | Revenue Recognition ASC 606: Revenue from Contracts with Customers ( “ ASC 606”) provides a single model to determine when and how revenue is recognized. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue using a five-step model resulting in revenue being recognized as performance obligations within a contract have been satisfied. The steps within that model include: (i) identifying the existence of a contract with a customer; (ii) identifying the performance obligations within the contract; (iii) determining the contract’s transaction price; (iv) allocating the transaction price to the contract’s performance obligations; and, (v) recognizing revenue as the contract’s performance obligations are satisfied. Judgment is required to apply the principles-based, five-step model for revenue recognition. Management is required to make certain estimates and assumptions about the Company’s contracts with its customers, including, among others, the nature and extent of its performance obligations, its transaction price amounts and any allocations thereof, the events which constitute satisfaction of its performance obligations, and when control of any promised goods or services is transferred to its customers. The Company provides its merchants with an end-to-end payments offering that combines its payments platform, including its proprietary gateway and breadth of software integrations, and its suite of technology solutions. The Company primarily earns revenue through volume-based payments and transactions fees, as well as subscription revenue for its software and technology solutions. Payments-Based Revenue Payments-based revenue includes fees for payment processing and gateway services. Payment processing fees are primarily driven as a percentage of payment volume. They may have a fixed fee, a minimum monthly usage fee and a fee based on transactions. Gateway services, data encryption and tokenization are primary driven by per transaction fees as well as monthly usage fees. The Company’s payment processing agreements have an initial term of three years and automatically renew every two years thereafter. The Company satisfies its performance obligations and recognizes transaction fees upon authorization of a transaction by the merchant’s bank. These transaction fees represent the full amount of the fee charged to the merchant, including interchange and payment network costs paid to the card brands pursuant to the transactions the Company facilitates through the network while performing an end-to-end payment obligation. The Company’s performance obligation is to stand-ready to provide payment processing services for each day during the duration of the payment processing agreement. Providing payment processing services involves multiple promises including: 1) payment processing, 2) gateway services including tokenization and data encryption, 3) risk mitigation, and 4) settlement services. The Company considers each of these promises to be inputs to produce a combined output of providing a fully secured and integrated end-to-end payment processing service to a merchant. Further, the combination of these services is transformative in nature in that the significant integration allows for front-end and back-end risk mitigation, merchant portability, third party software integrations, and enhanced reporting functionality. In addition, the Company applies the right to invoice practical expedient to payment processing services as each performance obligation is recognized over time and the amounts invoiced are reflective of the value transferred to the customer. Payments-based revenue is recognized on a gross basis as the Company is the principal in the delivery of the payment processing solution to its merchants because it controls the service on its payments platform. The Company also contracts directly with its merchants and has complete pricing latitude on the processing fees charged to its merchants. As such, it bears the credit risk for network fees and transactions charged back to the merchant. Subscription-Based Revenue The Company generates revenues from recurring SaaS fees for point-of-sale systems provided to merchants and SaaS fees for the Company’s Shift4Shop eCommerce platform. Point-of-sale SaaS fees are based on the type and quantity of point-of-sale systems deployed to the merchant. This includes statement fees, fees for the Company’s proprietary business intelligence software, annual fees, regulatory compliance fees and other miscellaneous services such as help desk support and warranties on equipment. Shift4Shop SaaS fees are assessed based upon the selected plan. SaaS contracts are for a contractual term of one year beginning June 30, 2020 and three years prior to June 30, 2020, and are billed ratably over that time period. Annual fees are deferred and recognized as revenue over the respective period the fee covers, which is one year or less. The Company’s SaaS arrangements for its point-of-sale systems include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company determines standalone selling prices based on the fair value of each product and service. As part of the SaaS fees, for its point-of-sale systems provided to merchants, the Company identified the following separate performance obligations under ASC 606: (1) Point-of-sale software: The Company provides a “Hybrid Cloud” arrangement which includes on-premise software as well as a cloud component. The on-premise solution interacts with the cloud service to provide an end-to-end integrated solution to the merchant. As the on-premise software and cloud-based service are transformative in nature, they are not distinct performance obligations. The revenue allocated to software from the monthly SaaS fee qualifies as a service and revenue is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. (2) Hardware revenue: The Company provides hardware to its merchants. The Company satisfies its performance obligation upon delivery of the hardware to its merchants, at which time the revenue allocated to this performance obligation is recognized. For the period January 1, 2019 through June 29, 2020, the hardware was accounted for as a sales-type lease and as such, the revenue allocated to this performance obligation was recognized when the hardware was delivered to the merchant. 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, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. (3) Other support services: The Company offers merchants technical support services and warranty for the leased hardware. Technical support services include the promise to provide the merchant with software updates if and when available. The Company also provides the merchant with assurance that its equipment will function in accordance with contract specifications over the lease term. Revenue allocated to this performance obligation is recognized ratably over time as the performance obligation represents a stand-ready obligation to provide the service. Other Revenue Other revenue is generally recognized at a point-in-time and primarily includes revenue derived from software license sales, hardware sales, third party residuals, automated teller machine services, and fees charged for technology support to merchants. Contract Assets As discussed above, for the period January 1, 2019 through June 29, 2020, the revenue allocated to hardware under the Company’s SaaS arrangements for its point-of-sale systems was treated as a sales-type lease and recognized in the Company’s Consolidated Statements of Operations when the hardware was delivered to the merchant. The Company utilized its best estimate of selling price when calculating the hardware revenue to be recorded. At the time revenue was recognized, a Contract Asset was created in the Company’s Consolidated Balance Sheet representing the present value of minimum lease payments. Accordingly, a portion of the lease payments were recognized as interest income. Such interest income for the years ended December 31, 2020 and 2019 was $1.0 million and $2.2 million, respectively. 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, the hardware is accounted for as an operating lease and the revenue allocated to this performance obligation is recognized ratably over time. See Note 5 for more information on the impact the lease modification had on the Company’s consolidated financial statements. In late 2021, the Company entered into certain contracts that are accounted for as sales-type leases. The carrying amount of contract assets was reduced by an allowance for doubtful accounts that reflected management’s best estimate of accounts that will not be collected. Changes in the allowance were recognized within “General and administrative expenses” in the Consolidated Statements of Operations. Capitalized Customer Acquisition Costs The Company incurs costs to obtain payment processing contracts with customers, primarily in the form of upfront processing bonuses provided to software partners, which consist of independent software vendors and value-added resellers. The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if it expects to recover the costs. Capitalized customer acquisition costs are amortized ratably over the estimated life of the customer, which is generally three |
Treasury Stock | Treasury Stock The Company periodically purchases its own common stock that is traded on public markets as part of an announced stock repurchase program. The Company records repurchases of common stock at cost in treasury stock on the Company’s Consolidated Balance Sheets. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the economic interests of LLC Interests held by the Continuing Equity Owners. Income or loss is attributed to the noncontrolling interests based on the weighted average LLC Interests outstanding during the period. The noncontrolling interests’ ownership percentage can fluctuate over time as the Continuing Equity Owners elect to exchange LLC Interests for shares of Class A common stock. For the year ended December 31, 2020, noncontrolling interests also includes the loss prior to the IPO. |
Equity-based Compensation | Equity-based Compensation The Company’s equity-based compensation consists of Restricted Stock Units (“RSUs”) and Performance Restricted Stock Units (“PRSUs”) issued to certain employees and non-employee directors. Equity-based compensation expense is recorded within “General and administrative expenses” in the Consolidated Statements of Operations. The Company accounts for forfeitures when they occur. RSUs Compensation expense for RSUs is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant. PRSUs Vesting for PRSUs is subject to satisfying objective operating performance conditions. Compensation expense for PRSUs is based on the fair value of the award on the date of grant. Compensation expense is recognized ratably, following a graded vesting pattern, during the vesting period only when it is probable that the operating performance conditions will be achieved. The Company records a cumulative adjustment to compensation expense for PRSUs if there is a change in the determination of the probability that the operating performance conditions will be achieved. |
Income Taxes | Income Taxes Shift4 Payments, Inc. is the sole managing member of Shift4 Payments, LLC, a partnership that is not subject to tax. Any taxable income or loss from Shift4 Payments, LLC is passed through and included in the taxable income or loss of its members, including Shift4 Payments, Inc., following the Reorganization Transactions. Shift4 Payments, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to Shift4 Payments, Inc.’s allocable share of any taxable income or loss of Shift4 Payments, LLC following the Reorganization Transactions. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it’s determined that the Company is able to realize DTAs in the future in excess of their net recorded amount, an adjustment to the DTA valuation allowance would be recorded, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 15 for additional information . The Company records interest and penalties related to uncertain tax positions in the provision for income taxes in the Consolidated Statements of Operations. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company applies the two-class method for calculating and presenting net loss per share, and separately presents net loss per share for Class A common stock and Class C common stock. In applying the two-class method, the Company determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class C common stock. Under the Company’s Certificate of Incorporation, the holders of the Class A and Class C common stock are entitled to participate in earnings ratably, on a share-for-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. Holders of the Class A and Class C common stock also have equal priority in liquidation. Shares of Class B common stock do not participate in earnings of Shift4 Payments, Inc. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted-average shares outstanding for purposes of loss per share. |
Investments in securities | 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 Consolidated Statements of Operations. As of December 31, 2021, the Company has invested $27.5 million in Space Exploration Technologies Corp. (“SpaceX”), which designs, manufactures, and launches advanced rockets, spacecraft and satellites, $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 and $1.0 million in MagicCube, a software company that allows any android mobile device to function as a fully secure, EMV-certified, payment acceptance device, significantly reducing the cost and complexity associated with traditional hardware deployments. In January 2022, the Company invested $1.0 million in Interchecks Technologies, Inc. (“Interchecks”), one of the fastest growing instant payment infrastructure and service providers for the online gaming, fintech, and digital ecosystem verticals. |
Advertising Costs | Advertising CostsThe Company expenses advertising costs as incurred. Advertising expenses were $16.6 million, $1.3 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in “Advertising and marketing expenses” in the Consolidated Statements of Operations. In the year ended December 31, 2021, the Company incurred $14.3 million of expenses related to the integration of 3dcart as it was rebranded as Shift4Shop. |
Research and Development Costs | Research and Development Costs The Company expenses research and development costs as incurred. Research and development expenses, which consists primarily of third-party costs, were $1.8 million, $1.2 million and $1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively, and are included in “General and administrative expenses” in the Consolidated Statements of Operations. |
Business Combinations | Business Combinations Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. The Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions periodically and records any adjustments to preliminary estimates to goodwill, provided the Company is within the measurement period. If outside of the measurement period, any subsequent adjustments are recorded to the Company’s Consolidated Statements of Operations. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s merchant processing activity has been facilitated by two vendors. The Company believes that these vendors maintain appropriate backup systems and alternative arrangements to avoid a significant disruption of the processing in the event of an unforeseen event. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements JOBS Act Accounting Election Prior to December 31, 2021, the Company was an Emerging Growth Company (“EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as a result was eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company elected to take advantage of the extended transition period for adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. However, the Company satisfies the definition of a “large accelerated filer” under the definition of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), and no longer qualifies as an EGC as of December 31, 2021. Therefore, the Company is no longer able to take advantage of the extended transition period for adopting new or revised accounting standards. Accounting Pronouncements Adopted In February 2016, the FASB issued ASC 842 with amendments in 2018 and 2019. This accounting guidance requires a lessee to record assets and liabilities on the balance sheet for the rights and obligations arising from leases with terms of more than 12 months. On January 1, 2021, the Company adopted ASC 842 using the modified retrospective method. Prior period amounts were not adjusted and continue to be reported in accordance with historic accounting under previous lease guidance, ASC Topic 840, Leases (“ASC 840”). The Company elected to use the package of practical expedients permitted under the transition guidance. The Company did not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. For lease agreements where the Company is a lessee that include lease and non-lease components, the Company elected to use the practical expedient on all leases entered into or modified after January 1, 2021 to combine lease and non-lease components for all classes of assets. Additionally, the Company elected to not record on the balance sheet leases with a term of twelve months or less. Upon adoption, the Company recorded right-of-use assets of $21.4 million and lease liabilities of $25.7 million. The adoption of ASC 842 did not result in a material impact to consolidated statements of operations or cash flows. See Note 16 for more information about the adoption of ASC 842 and related disclosures. In June 2016, the FASB issued ASU 2016-13: Financial Instruments—Credit Losses (Topic 326) , which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with a current expected credit loss (“CECL”) methodology, which will result in more timely recognition of credit losses. The Company adopted ASU 2016-13 on a modified retrospective basis on December 31, 2021, reflecting the adoption as of January 1, 2021 in the Company's annual results for the period ended December 31, 2021. The adoption of ASU 2016-13 did not result in a material impact to the Company's financial statements and disclosures. 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 . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected. The Company adopted ASU 2018-15 effective January 1, 2021, on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities From Contracts With Customers . This ASU requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC 606 , as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts, at fair value on the acquisition date. The Company adopted ASU 2021-08 in the third quarter of 2021 and retrospectively applied the ASU to its acquisitions that occurred in 2021. The adoption of ASU 2021-08 resulted in an increase to “Deferred revenue” of $5.7 million, of which $1.8 million was recognized as an increase to “Gross revenue” for the year ended December 31, 2021. 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. This ASU removes certain separation models in ASC 470-20 for convertible instruments, and, as a result, embedded conversion features that do not require bifurcation under ASC 815 are no longer subject to separation into an equity classified component. Consequently, a convertible debt instrument, such as the Company's 2025 Convertible Notes, shall be accounted for as a single liability measured at its amortized cost. The Company adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. As of December 31, 2020, the Company had recorded a discount on the 2025 Convertible Notes of $111.5 million related to the separation of the conversion feature. This discount resulted in the accretion of interest expense over time and 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. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. The impact on net loss per share and the Company’s debt covenants was not material. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 removes certain exceptions associated with (i) intraperiod tax allocations, (ii) recognition of deferred tax liability for equity method investments of foreign subsidiaries, and (iii) the calculation of income taxes in an interim period when in a loss position. Additionally, ASU 2019-12 simplifies accounting for (i) income taxes associated with franchise taxes, (ii) tax basis of goodwill in a business combination, (iii) the allocation of tax expense to a legal entity that is not subject to tax in standalone financial statements, (iv) enacted changes in tax laws, and (v) income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for under the equity method. The Company adopted ASU 2019-12 on a modified retrospective basis on December 31, 2021 and reflected the adoption as of January 1, 2021 in the Company's annual results for the period ended December 31, 2021. The adoption did not have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment , which removes step 2 of the quantitative goodwill impairment test. Under the amended guidance, a goodwill impairment charge is recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. On January 1, 2021, the Company adopted ASU 2017-04 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13: Fair Value Measurement—Disclosure Framework (Topic 820) . The updated guidance improves the disclosure requirements on fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020. There was no significant impact on the Company’s disclosures upon adoption. Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to certain criteria, that reference the London Interbank Offered Rate (“LIBOR”), or another reference rate that is expected to be discontinued. Companies may elect to apply these amendments as of March 12, 2020 through December 31, 2022. The Company is currently evaluating whether we will elect the optional expedients, as well as evaluating the impact of ASU 2020-4 on the Company’s consolidated financial statements. In July 2021, the FASB issued ASU 2021-05: Lessors —Certain Leases with Variable Lease Payments , to amend lessor accounting for certain leases with variable lease payments that do not depend on a reference index or a rate and would have resulted in the recognition of a loss at lease commencement if classified as a sales-type or a direct financing lease. ASU 2021-05 amends the classification requirements of such leases for lessors to require operating lease classification. The Company adopted ASU 2021-05 on a retrospective basis effective January 1, 2022. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements. |
Leases | Lease payments received are recognized as income on a straight-line basis over the term of the agreement in accordance with ASC 606 and classified as gross revenue on the Consolidated Statements of Operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts | The change in the Company’s allowance for doubtful accounts was as follows: December 31, 2021 2020 Beginning balance $ 5.7 $ 2.5 Additions to expense (a) 11.3 7.6 Write-offs, net of recoveries and other adjustments (9.0) (4.4) Ending balance $ 8.0 $ 5.7 (a) The year ended December 31, 2021 includes a $5.5 million allowance on chargebacks from a single merchant, which is included in “Cost of Sales” on the Consolidated Statements of Operations. |
Schedule of Estimated Useful Life of Each Asset Category | The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Property, plant and equipment, net consisted of the following: Year Ended December 31, 2021 2020 Equipment $ 10.5 $ 16.0 Capitalized software 5.1 8.7 Leasehold improvements 9.1 11.6 Furniture and fixtures 2.0 3.1 Vehicles 0.3 0.2 Total property and equipment, gross 27.0 39.6 Less: Accumulated depreciation (8.6) (24.5) Total property, plant and equipment, net $ 18.4 $ 15.1 |
Summary of Changes in Allowance for Contract Assets | Contract assets were as follows: Year Ended December 31, 2021 2020 Contract assets, net - beginning of period $ — $ 10.7 Less: Contract assets, net - beginning of the period, current — (6.8) Contract assets, net - beginning of period, noncurrent $ — $ 3.9 Contract assets, net - end of period $ 0.3 $ — Less: Contract assets, net - end of the period, current (0.3) — Contract assets, net - end of period, noncurrent $ — $ — |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Impact of the Adjustments | The following tables summarize the impact of these adjustments for the periods presented: Year Ended December 31, 2021 As Reported Adjustments As Restated Net cash provided by operating activities $ 29.2 $ (26.2) $ 3.0 Net cash used in investing activities (196.7) 26.2 (170.5) Net cash provided by financing activities 471.2 — 471.2 Change in cash and cash equivalents $ 303.7 $ — $ 303.7 Year Ended December 31, 2020 As Reported Adjustments As Restated Net cash provided by operating activities $ 23.4 $ (19.4) $ 4.0 Net cash used in investing activities (102.1) 19.4 (82.7) Net cash provided by financing activities 1,002.8 — 1,002.8 Change in cash and cash equivalents $ 924.1 $ — $ 924.1 Year Ended December 31, 2019 As Reported Adjustments As Restated Net cash provided by operating activities $ 26.7 $ (18.7) $ 8.0 Net cash used in investing activities (98.8) 18.7 (80.1) Net cash provided by financing activities 71.0 — 71.0 Change in cash and cash equivalents $ (1.1) $ — $ (1.1) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
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. 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 and other current liabilities assumed and residual goodwill. Cash $ 1.4 Accounts receivable 1.0 Prepaid expenses and other current assets 0.3 Inventory 0.5 Other intangible assets 5.7 Property, plant and equipment 0.3 Goodwill (a) 10.4 Accounts payable (0.6) Deferred revenue (2.8) Other accrued expenses (0.5) Net assets acquired 15.7 Less: cash acquired (1.4) Net cash paid for acquisition $ 14.3 (a) Goodwill is deductible for tax purposes. 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 19.8 Goodwill (a) 52.7 Accounts payable (0.9) Deferred revenue (5.8) Net assets acquired $ 66.9 (a) Goodwill is not deductible for tax purposes. The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date, adjusted for measurement period adjustments. Cash $ 0.3 Accounts receivable 0.3 Other intangible assets 12.5 Goodwill (a) 46.9 Accounts payable (0.1) Accrued expenses and other current liabilities (0.5) Net assets acquired 59.4 Less: cash acquired (0.3) Less: Class A common stock (19.2) Net cash paid for acquisition $ 39.9 (a) Goodwill is deductible for tax purposes The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date, adjusted for measurement period adjustments. Cash $ 0.6 Accounts receivable 4.0 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.1 Inventory 0.6 Other intangible assets 3.9 Goodwill (a) 5.6 Accounts payable (1.2) Accrued expenses and other current liabilities (2.7) Deferred revenue (0.8) Long-term debt (0.1) Net assets acquired 10.1 Less: cash acquired (0.6) Net cash paid for acquisition $ 9.5 (a) Goodwill is deductible for tax purposes. |
Schedule of Purchase Price Included 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 December 31, 2021, 341,924 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. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Effect of Lease Modifications | The effect of the lease modifications on the consolidated financial statements as of its effective date, June 30, 2020, was as follows: Balance prior Balance Effect of Contract assets, net $ 11.3 $ — $ (11.3) Accounts receivable, net 67.7 68.6 0.9 Equipment under lease — 23.3 23.3 Deferred revenue 7.7 8.2 (0.5) Other operating (income) expense, net (12.4) |
Schedule of Disaggregation of Revenue | Based on similar operational characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2021 2020 2019 Payments-based revenue (a) $ 1,258.0 $ 684.2 $ 643.6 Subscription and other revenues 109.5 82.7 87.8 Total $ 1,367.5 $ 766.9 $ 731.4 (a) For the year ended December 31, 2021, payments-based revenue includes nonrecurring payments of $23.1 million the Company made to merchants related to the TSYS outage that are treated as contra revenue and as such reduce payments-based revenue. Based on similar economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows: Year Ended December 31, 2021 2020 2019 Over-time revenue (a) $ 1,328.5 $ 736.7 $ 687.9 Point-in-time revenue 39.0 30.2 43.5 Total $ 1,367.5 $ 766.9 $ 731.4 |
Summary of Changes in Allowance for Contract Assets | Contract assets were as follows: Year Ended December 31, 2021 2020 Contract assets, net - beginning of period $ — $ 10.7 Less: Contract assets, net - beginning of the period, current — (6.8) Contract assets, net - beginning of period, noncurrent $ — $ 3.9 Contract assets, net - end of period $ 0.3 $ — Less: Contract assets, net - end of the period, current (0.3) — Contract assets, net - end of period, noncurrent $ — $ — |
Change in Allowance for Contract Assets | The change in the Company’s allowance for contract assets was as follows: December 31, 2020 Beginning balance $ 4.6 Conversion from sales-type lease to operating lease accounting treatment (4.5) Additions to expense 0.7 Write-offs, net of recoveries and other adjustments (0.8) Ending Balance $ — |
Summary of Annual Service Fees and Regulatory Compliance Fees | The following reflects the amounts the Company recognized as annual service fees and regulatory compliance fees within “Gross revenue” in its Consolidated Statements of Operations and the amount of such fees that was included in deferred revenue at the beginning of the respective period. Year Ended December 31, 2021 2020 2019 Annual service fees and regulatory compliance fees $ 27.6 $ 13.6 $ 11.1 Amount of these fees included in deferred revenue at beginning of period 4.9 4.2 2.8 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Changes in Restructuring Accrual | The following table summarizes the changes in the Company’s restructuring accrual: 2018 Restructuring Activities 2019 Restructuring Activities Total Balance at Balance at December 31, 2019 $ 4.2 $ 1.5 $ 5.7 Severance payments (1.7) (1.5) (3.2) Accretion of interest (a) 0.4 — 0.4 Balance at Balance at December 31, 2020 $ 2.9 $ — $ 2.9 Severance payments (1.6) — (1.6) Accretion of interest (a) 0.2 — 0.2 Balance at December 31, 2021 $ 1.5 $ — $ 1.5 (a) Accretion of interest is included within “Restructuring expenses” in the Consolidated Statements of Operations. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 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, 2019 $ 421.3 Merchant Link measurement period adjustment 0.7 3dcart acquisition (Note 4) 46.9 Hospitality Technology Vendor acquisition (Note 4) 8.1 Balance at December 31, 2020 477.0 VenueNext acquisition (Note 4) 52.7 Postec acquisition (Note 4) 10.4 Hospitality Technology Vendor adjustments (Note 4) (2.4) Balance at December 31, 2021 $ 537.7 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Other Intangible Assets, Net | Other intangible assets, net consisted of the following: Weighted Average December 31, 2021 Amortization Period Carrying Value Accumulated Net Carrying Merchant relationships 8 $ 200.1 $ 133.7 $ 66.4 Acquired technology 9 113.2 54.9 58.3 Trademarks and trade names 18 20.3 3.8 16.5 Capitalized software development costs 4 42.6 9.1 33.5 Residual commission buyouts (a) 3 20.3 6.5 13.8 Total intangible assets $ 396.5 $ 208.0 $ 188.5 Weighted Average December 31, 2020 Amortization Period Carrying Value Accumulated Net Carrying 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 $4.2 million and $3.4 million as of December 31, 2021 and 2020, respectively. |
Schedule of Estimated Amortization Expense for Intangible Assets | As of December 31, 2021, the estimated amortization expense for intangible assets for each of the five succeeding years and thereafter is as follows: 2022 $ 48.0 2023 35.2 2024 30.0 2025 23.7 2026 18.4 Thereafter 33.2 Total $ 188.5 |
Schedule of Amounts Charged to Expense in Amortization of Intangible Assets | Amounts charged to expense in the Consolidated Statements of Operations for amortization of intangible assets were as follows: Year Ended December 31, 2021 2020 2019 Depreciation and amortization expense $ 36.6 $ 38.5 $ 37.6 Cost of sales 19.1 15.0 11.0 Total $ 55.7 $ 53.5 $ 48.6 |
Capitalized Customer Acquisit_2
Capitalized Customer Acquisition Costs, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Estimated Future Amortization Expense for Capitalized Customer Acquisition Costs | As of December 31, 2021, the estimated future amortization expense for capitalized customer acquisition costs is as follows: 2022 $ 19.3 2023 12.0 2024 3.8 Total $ 35.1 |
Equipment for Lease, Net (Table
Equipment for Lease, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule Of Equipment For Lease, Net | Equipment for lease, net consisted of the following: Weighted Average Depreciation Period (in years) December 31, 2021 Carrying Value Accumulated Depreciation Net Carrying Value Equipment under lease 3 $ 72.9 $ 24.2 $ 48.7 Equipment held for lease (a) N/A 9.7 — 9.7 Total equipment for lease, net $ 82.6 $ 24.2 $ 58.4 Weighted Average Depreciation Period (in years) December 31, 2020 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) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Estimated Useful Life of Each Asset Category | The estimated useful life of each asset category is as follows: Useful life Equipment 3-5 years Capitalized software 3-5 years Leasehold improvements 5-10 years Furniture and fixtures 5 years Vehicles 5 years Property, plant and equipment, net consisted of the following: Year Ended December 31, 2021 2020 Equipment $ 10.5 $ 16.0 Capitalized software 5.1 8.7 Leasehold improvements 9.1 11.6 Furniture and fixtures 2.0 3.1 Vehicles 0.3 0.2 Total property and equipment, gross 27.0 39.6 Less: Accumulated depreciation (8.6) (24.5) Total property, plant and equipment, net $ 18.4 $ 15.1 |
Summary of Amounts Charged to Expense in the Unaudited Condensed Consolidated Statements of Operations for Depreciation | Amounts charged to expense in the Consolidated Statements of Operations for depreciation of property, plant and equipment were as follows: Year Ended December 31, 2021 2020 2019 Depreciation and amortization expense $ 3.8 $ 3.6 $ 2.4 Cost of sales 1.6 1.6 1.4 Total depreciation expense $ 5.4 $ 5.2 $ 3.8 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The Company’s outstanding debt consisted of the following: Year Ended December 31, 2021 2020 Convertible Notes due 2025 (2025 Convertible Notes) $ 690.0 $ 577.5 Convertible Notes due 2027 (2027 Convertible Notes) 632.5 — Senior Notes due 2026 (2026 Senior Notes) 450.0 450.0 Other financing arrangements — 0.9 Total borrowings 1,772.5 1,028.4 Less: Current portion of debt — (0.9) 1,772.5 1,027.5 Less: Unamortized capitalized financing costs (34.0) (22.1) Total long-term debt $ 1,738.5 $ 1,005.4 |
Summary of Net Carrying Amount of Convertible Notes | The net carrying amount of the 2025 Convertible Notes was as follows: December 31, December 31, Principal outstanding $ 690.0 $ 690.0 Unamortized debt discount — (112.5) Unamortized debt issuance costs (13.0) (13.5) Net carrying value $ 677.0 $ 564.0 December 31, 2021 Principal outstanding $ 632.5 Unamortized debt issuance costs (13.8) Net carrying value $ 618.7 |
Summary of Net Carrying Amount of Equity Component of 2025 Notes | The net carrying amount of the equity component of the 2025 Convertible Notes as of December 31, 2020 was as follows: Amount allocated to the conversion option $ 114.2 Less: allocated issuance costs (2.7) Equity component, net $ 111.5 |
Other Consolidated Balance Sh_2
Other Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2021 2020 Prepaid insurance $ 3.3 $ 2.5 Taxes receivable 1.8 1.2 Prepaid merchant signing bonuses (a) 0.7 — Other prepaid expenses (b) 6.1 6.5 Agent and employee loan receivables 0.2 0.3 Other current assets 0.3 1.0 Total prepaid expenses and other current assets $ 12.4 $ 11.5 (a) Represents deal bonuses paid to merchants to obtain processing contracts, which are amortized over their contractual term of one year. (b) Other prepaid expenses include 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: December 31, 2021 2020 Accrued payroll $ 15.3 $ 2.8 Residuals payable 13.1 6.8 Accrued interest 4.8 3.6 Deferred employer social security tax pursuant to the CARES Act 1.6 3.0 Taxes payable 1.6 1.4 Restructuring accrual 1.5 1.4 Deferred tenant reimbursement allowance — 3.1 Escrow payable — 2.3 Accrued rent — 1.5 Other current liabilities 5.0 4.2 Total accrued expenses and other current liabilities $ 42.9 $ 30.1 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2021 2020 2019 Balance at beginning of period (a) $ — $ 32.3 $ 19.9 Additions (b) — 1.7 — Cash payments made for contingent (0.2) (3.0) (3.1) Contingent liabilities related to change of — (23.2) — Fair value adjustments 0.2 (7.8) 15.5 Balance at end of period $ — $ — $ 32.3 (a) The balance at beginning of period for the year ended December 31, 2020 includes $30.4 million of contingent liabilities related to change of control and $1.9 million of contingent liabilities related to earnout payments, both of which are included in “Accrued expenses and other current liabilities” on the Consolidated Balance Sheets. (b) 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 Sheets at December 31, 2019, were derecognized and new liabilities of $1.7 million were recognized at fair value within “Other noncurrent liabilities” on the 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 Company's outstanding debt using quoted prices from over-the-counter markets, considered Level 2 inputs, was as follows. December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair 2025 Convertible Notes $ 690.0 $ 735.4 $ 690.0 $ 843.9 2027 Convertible Notes 632.5 556.5 — — 2026 Senior Notes 450.0 465.7 450.0 468.0 Total $ 1,772.5 $ 1,757.6 $ 1,140.0 $ 1,311.9 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Benefit (Provision) | Components of income tax benefit (provision) consisted of the following for the years indicated: Year Ended December 31, 2021 2020 2019 Current Federal $ 0.6 $ 1.4 $ (1.1) State — (0.2) (0.4) Foreign — (0.1) — Total current income tax benefit (provision) 0.6 1.1 (1.5) Deferred Federal 2.5 1.2 (0.2) State — 0.1 — Total deferred income tax benefit (provision) 2.5 1.3 (0.2) Total income tax benefit (provision) $ 3.1 $ 2.4 $ (1.7) |
Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows for the years indicated: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Noncontrolling interests/effect of pass-through entities (LLC loss) (7.3 %) (17.1 %) (23.6) % State income taxes, net of federal benefit 5.3 % 1.1 % — % Permanent items (1.2 %) 1.6 % — % Change in valuation allowance (60.1 %) (4.5 %) — % Equity-based compensation 46.8 % — % — % Other (0.5 %) — % (0.5) % Effective income tax rate 4.0 % 2.1 % (3.1 %) |
Details of Deferred Tax Assets and Liabilities | Details of the Company’s deferred tax assets and liabilities are as follows: December 31, 2021 2020 Deferred tax assets: Investment in Shift4 Payments, LLC $ 277.2 $ 181.2 Net operating loss and tax credits carryforward 110.0 19.8 Lease liabilities 2.4 — Equity-based compensation 1.6 10.2 Accrued expenses 0.9 1.9 Other 6.1 0.8 Subtotal 398.2 213.9 Valuation allowance (383.0) (179.5) Total deferred tax assets 15.2 34.4 Deferred tax liabilities: 2025 Convertible Notes — (29.4) Intangible assets (9.9) (5.9) Fixed assets (2.2) (1.8) Right-of-use assets (1.5) — Other liabilities (1.9) (0.1) Total deferred tax liabilities (15.5) (37.2) Net deferred tax liability $ (0.3) $ (2.8) |
Reconciliation of Total Amounts of Unrecognized Tax Benefits | Below is a tabular reconciliation of the total amounts of unrecognized tax benefits. Year Ended December 31, 2021 2020 2019 Beginning balance $ 0.3 $ 0.3 $ — Increase related to current year tax positions — — 0.3 Decrease attributable to settlements with taxing authorities (0.3) — — Ending balance $ — $ 0.3 $ 0.3 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | December 31, 2021 Assets Operating lease assets (a) $ 18.5 Liabilities Current operating lease liabilities (a) $ 4.8 Noncurrent operating lease liabilities (a) 17.9 Total lease liabilities $ 22.7 (a) Operating lease assets are included within “Right-of-use assets” and operating lease liabilities are included within “Accrued expenses and other current liabilities” and “Other noncurrent liabilities” in the Company's Consolidated Balance Sheets. |
Summary of Expected Payments Related to Non-cancellable Lease Terms (Topic 842) | The expected future payments related to leases with initial non-cancellable lease terms in excess of one year at December 31, 2021 are as follows: 2022 $ 5.3 2023 4.4 2024 4.2 2025 3.3 2026 2.9 Thereafter 4.7 Total lease payments $ 24.8 Less: Interest (2.1) Present value of minimum payments $ 22.7 |
Operating Lease Costs | Additional information related to operating leases is as follows: Year ended December 31, 2021 Weighted average remaining in lease term (in years): 5.6 Weighted average discount rate 3.2 % Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments included in operating cash flows $ 6.3 Non-cash additions to operating lease assets 2.3 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership of LLC Interests | The following table summarizes the ownership of LLC Interests in Shift4 Payments, LLC: December 31, 2021 December 31, 2020 LLC Interests Ownership % LLC Interests Ownership % Shift4 Payments, Inc. 56,449,833 68.2 % 49,926,802 62.0 % Continuing Equity Owners 26,272,654 31.8 % 30,625,857 38.0 % Total 82,722,487 100 % 80,552,659 100 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of RSU Activity | The RSU activity was as follows: Number of Weighted Unvested balance at December 31, 2019 — $ — Granted 5,064,627 24.30 Vested (201,425) 23.00 Forfeited or cancelled (22,694) 23.27 Unvested balance at December 31, 2020 4,840,508 24.35 Granted 1,480,962 58.98 Vested (3,876,928) 23.98 Forfeited or cancelled (41,848) 51.91 Unvested balance at December 31, 2021 2,402,694 $ 43.28 |
Share-based Payment Arrangement, Expensed and Capitalized | The Company recognized equity-based compensation expense and an income tax benefit from equity-based compensation expense as follows. Year ended December 31, 2021 2020 Equity-based compensation expense $ 40.8 $ 66.2 Income tax benefit — 2.0 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | Year Ended December 31, 2021 Year Ended December 31, 2020 Net loss $ (74.0) $ (111.4) Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction — (77.9) Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions (25.8) (15.1) Net loss attributable to Shift4 Payments, Inc. (48.2) (18.4) Adjustment to net loss attributable to common stockholders (0.7) (1.0) Net loss attributable to common stockholders $ (48.9) $ (19.4) Numerator - Basic and Diluted: Net loss attributable to common stockholders $ (48.9) $ (19.4) Allocation of net loss among common stockholders: Net loss allocated to Class A common stock $ (42.4) $ (12.1) Net loss allocated to Class C common stock $ (6.5) $ (7.3) Denominator - Basic and Diluted: Weighted average shares of Class A common stock outstanding 47,594,839 28,148,355 Weighted average shares of Class C common stock outstanding 7,329,534 16,882,903 Net loss per share - Basic and Diluted: Class A common stock $ (0.89) $ (0.43) Class C common stock $ (0.89) $ (0.43) |
Schedule of Calculation of Diluted Net Loss Per Share as the Effect Would be Anti-dilutive | The following were excluded from the calculation of diluted net loss per share as the effect would be anti-dilutive. Year Ended December 31, 2021 Year Ended December 31, 2020 LLC Interests that convert into potential Class A common shares 26,272,654 30,625,857 RSUs and PRSUs - employee 2,389,752 2,336,424 RSUs - non-employee directors 12,942 39,745 Total 28,675,348 33,002,026 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of Supplemental Cash Flow Information | Supplemental cash flows disclosures and noncash information consisted of the following: Year Ended December 31, 2021 2020 2019 Cash paid for income taxes, net of refunds $ 0.4 $ 0.8 $ 0.2 Cash paid for interest 20.9 39.2 47.2 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 — — Shares issued in connection with 3dcart acquisition — 19.2 — Equipment for lease 3.1 2.0 — Capitalized software development costs 0.4 0.6 0.9 Noncash financing activities Right associated with Inspiration4 seat 2.1 — — Repurchases of Class A Common Stock not yet paid 1.6 — — Contingent consideration settled with Class A common stock — 21.1 — Short-term financing for directors and officers insurance — 3.4 — Preferred return on preferred stock settled with LLC Interests — 2.3 — Accrued preferred return on redeemable preferred units — — 1.2 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summarizes of Gross Revenue by Revenue | The following table summarizes gross revenue by revenue type: Year Ended December 31, 2021 2020 2019 Payments-based revenue (a) $ 1,258.0 $ 684.2 $ 643.6 Subscription and other revenues 109.5 82.7 87.8 Gross revenue $ 1,367.5 $ 766.9 $ 731.4 (a) For the year ended December 31, 2021, payments-based revenue includes nonrecurring payments of $23.1 million the Company made to merchants related to the TSYS outage that are treated as contra revenue and as such reduce payments-based revenue. See Note 5 for more information about the TSYS outage. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 1 Months Ended | |||||
Jul. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, face amount | $ 650,000,000 | |||||
Cash | $ 684,500,000 | $ 9,800,000 | ||||
Revolving Credit Facility | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 89,500,000 | $ 99,500,000 | ||||
4.625% Senior Notes Due 2026 | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, face amount | $ 450,000,000 | |||||
Debt instrument, interest rate, stated percentage | 4.625% | |||||
Payment for underwriting discounts and commissions and offering expenses | $ 442,800,000 | |||||
Senior Notes Due 2025 | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, face amount | 690,000,000 | |||||
Payment for underwriting discounts and commissions and offering expenses | $ 673,600,000 | |||||
2027 Convertible Notes | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, face amount | $ 632,500,000 | |||||
2027 Convertible Notes | Convertible Notes | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, face amount | $ 632,500,000 | |||||
Debt instrument, interest rate, stated percentage | 0.50% | |||||
Payment for underwriting discounts and commissions and offering expenses | $ 617,700,000 | |||||
First Lien Credit Agreement | Revolving Credit Facility | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||
Credit facility unused commitment fee percentage | 0.50% | |||||
First Lien Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Debt instrument, variable interest rate | 3.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 USD ($) Reporting_Unit vendor | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Jan. 01, 2021 USD ($) | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Outstanding debt | $ 1,772,500 | $ 1,028,400 | ||||||
Cash equivalents | $ 1,176,700 | 886,700 | ||||||
Accounts receivable, received after month end, period | 10 days | |||||||
Merchant funds held at sponsorship bank | $ 10,700 | 4,600 | ||||||
Card transaction deposits | $ 53,300 | 15,500 | ||||||
Number of reporting units | Reporting_Unit | 1 | |||||||
Estimated useful life, lease | 3 years | |||||||
Payment processing agreements initial term | 3 years | |||||||
Payment processing agreements renewal term | 2 years | |||||||
Subscription contract period | 3 years | |||||||
Interest income | 1,000 | $ 2,200 | ||||||
Investments in securities | $ 30,500 | 0 | ||||||
Advertising expense | 16,600 | 1,300 | 1,200 | |||||
Research and development costs | $ 1,800 | 1,200 | 1,600 | |||||
Merchant processing, number of vendors | vendor | 2 | |||||||
Bank sponsorship agreement term | 180 days | |||||||
Operating lease assets | $ 18,500 | 0 | ||||||
Total lease liabilities | 22,700 | |||||||
Deferred revenue | 15,000 | 7,800 | $ 8,200 | |||||
Gross revenue | [1] | 1,367,500 | 766,900 | 731,400 | ||||
Additional paid-in capital | (619,200) | (738,300) | $ (2,100) | |||||
Retained earnings | (325,300) | (278,700) | ||||||
SpaceX | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investments in securities | 27,500 | |||||||
Sightline Payments | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investments in securities | 2,000 | |||||||
MagiCube | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investments in securities | 1,000 | |||||||
Subsequent Event | Interchecks | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Investments in securities | $ 1,000 | |||||||
Accounting Standards Update 2016-02 | Cumulative Effect of Period of Adoption Adjustment | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Operating lease assets | 21,400 | |||||||
Total lease liabilities | 25,700 | |||||||
Accounting Standards Update 2020-06 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Additional paid-in capital | $ 111,500 | |||||||
Retained earnings | (1,600) | |||||||
Long-term debt | $ 109,900 | |||||||
Accounting Standards Update 2020-06 | Cumulative Effect of Period of Adoption Adjustment | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Additional paid-in capital | 111,500 | |||||||
Retained earnings | (1,600) | |||||||
Long-term debt | 109,900 | |||||||
Shift4Shop | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Advertising expense | 14,300 | |||||||
Shipping and Handling | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cost of sales | 3,900 | $ 2,800 | $ 2,800 | |||||
Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cash balances insured by FDIC | $ 250 | |||||||
Capitalized acquisition costs estimated life amortized period | 5 years | |||||||
Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Period of acquisition term | 1 year | |||||||
Capitalized acquisition costs estimated life amortized period | 3 years | |||||||
Revision of Prior Period, Accounting Standards Update, Adjustment | Accounting Standards Update 2021-08 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Deferred revenue | $ 5,700 | |||||||
Gross revenue | 1,800 | |||||||
First Lien Term Loan Facility | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Outstanding debt | $ 1,772,500 | |||||||
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 5.7 | $ 2.5 |
Additions to expense | 11.3 | 7.6 |
Write-offs, net of recoveries and other adjustments | (9) | (4.4) |
Ending balance | 8 | 5.7 |
Additions to expense | 11.3 | $ 7.6 |
Cost of sales | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Additions to expense | 5.5 | |
Additions to expense | $ 5.5 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Each Asset Category (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Capitalized software | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Capitalized software | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 10 years |
Furniture and fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Vehicles | |
Summary Of Significant Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | $ 3 | $ 4 | $ 8 |
Net cash used in investing activities | (170.5) | (82.7) | (80.1) |
Net cash provided by financing activities | 471.2 | 1,002.8 | 71 |
Change in cash and cash equivalents | 303.7 | 924.1 | (1.1) |
As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | 29.2 | 23.4 | 26.7 |
Net cash used in investing activities | (196.7) | (102.1) | (98.8) |
Net cash provided by financing activities | 471.2 | 1,002.8 | 71 |
Change in cash and cash equivalents | 303.7 | 924.1 | (1.1) |
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | (26.2) | (19.4) | (18.7) |
Net cash used in investing activities | 26.2 | 19.4 | 18.7 |
Net cash provided by financing activities | 0 | 0 | 0 |
Change in cash and cash equivalents | $ 0 | $ 0 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Sep. 01, 2021 | Mar. 03, 2021 | Nov. 05, 2020 | Oct. 16, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||||
Business acquisition, net of cash acquired | $ 54.5 | $ 49.8 | $ 60.2 | |||||
Postec | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||||
Business acquisition, net of cash acquired | $ 14.3 | |||||||
Business combination, acquisition related costs | 0.3 | |||||||
Postec | Trademarks and trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 2 years | |||||||
Postec | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 11 years | |||||||
VenueNext | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||||
Business combination, acquisition related costs | 1.1 | |||||||
Business acquisition, consideration transferred | $ 66.9 | |||||||
VenueNext | Accounting Standards Update 2021-08 | ||||||||
Business Acquisition [Line Items] | ||||||||
Initial accounting incomplete, adjustment, deferred revenue | $ 5.7 | |||||||
Measurement period adjustment | 1.3 | |||||||
Initial accounting incomplete, adjustment, intangibles | $ 1.3 | |||||||
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 | |||||||
3dcart | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, net of cash acquired | $ 39.9 | |||||||
Business acquisition, percentage of membership interests acquired | 100% | |||||||
Business acquisition consideration transferred, value of shares | $ 19.2 | |||||||
3dcart | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 5 years | |||||||
3dcart | Trademarks and trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 3 years | |||||||
3dcart | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 7 years | |||||||
3dcart | General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, expenses | 1.8 | |||||||
Hospitality Technology Vendor | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, net of cash acquired | $ 9.9 | |||||||
Business acquisition, consideration transferred | 9.5 | |||||||
Measurement period adjustment | $ 0.4 | (2.4) | ||||||
Business acquisition, percentage of membership interests acquired | 100% | |||||||
Measurement period adjustment, accounts receivable | $ 2 | |||||||
Hospitality Technology Vendor | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 5 years | |||||||
Hospitality Technology Vendor | Trademarks and trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 11 years | |||||||
Hospitality Technology Vendor | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average life | 9 years | |||||||
Hospitality Technology Vendor | General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, expenses | $ 0.3 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Sep. 01, 2021 | Mar. 03, 2021 | Nov. 05, 2020 | Oct. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 537.7 | $ 477 | $ 421.3 | ||||
Net cash paid for acquisition | $ 54.5 | $ 49.8 | $ 60.2 | ||||
Postec | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 1.4 | ||||||
Accounts receivable | 1 | ||||||
Prepaid expenses and other current assets | 0.3 | ||||||
Inventory | 0.5 | ||||||
Other intangible assets | 5.7 | ||||||
Property, plant and equipment | 0.3 | ||||||
Goodwill | 10.4 | ||||||
Accounts payable | (0.6) | ||||||
Deferred revenue | (2.8) | ||||||
Other accrued expenses | (0.5) | ||||||
Net assets acquired | 15.7 | ||||||
Less: cash acquired | (1.4) | ||||||
Net cash paid for acquisition | $ 14.3 | ||||||
VenueNext | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 0.7 | ||||||
Prepaid expenses and other current assets | 0.2 | ||||||
Inventory | 0.2 | ||||||
Other intangible assets | 19.8 | ||||||
Goodwill | 52.7 | ||||||
Accounts payable | (0.9) | ||||||
Deferred revenue | (5.8) | ||||||
Net assets acquired | 66.9 | ||||||
Less: cash acquired | $ (1.6) | ||||||
3dcart | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 0.3 | ||||||
Accounts receivable | 0.3 | ||||||
Other intangible assets | 12.5 | ||||||
Goodwill | 46.9 | ||||||
Accounts payable | (0.1) | ||||||
Accrued expenses and other current liabilities | (0.5) | ||||||
Net assets acquired | 59.4 | ||||||
Less: cash acquired | (0.3) | ||||||
Less: Class A common stock | (19.2) | ||||||
Net cash paid for acquisition | $ 39.9 | ||||||
Hospitality Technology Vendor | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 0.6 | ||||||
Accounts receivable | 4 | ||||||
Prepaid expenses and other current assets | 0.1 | ||||||
Inventory | 0.6 | ||||||
Other intangible assets | 3.9 | ||||||
Property, plant and equipment | 0.1 | ||||||
Goodwill | 5.6 | ||||||
Accounts payable | (1.2) | ||||||
Accrued expenses and other current liabilities | (2.7) | ||||||
Deferred revenue | (0.8) | ||||||
Long-term debt | (0.1) | ||||||
Net assets acquired | 10.1 | ||||||
Less: cash acquired | (0.6) | ||||||
Net cash paid for acquisition | 9.9 | ||||||
Net cash paid for acquisition | $ 9.5 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchased Price Included the Forms of Consideration (Details) - VenueNext - USD ($) $ in Millions | 12 Months Ended | |
Mar. 03, 2021 | Dec. 31, 2021 | |
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 | |
Restricted Stock Units | ||
Business Acquisition [Line Items] | ||
RSUs granted for fair value of equity-based compensation awards | 1.8 | |
Class A Common Stock | ||
Business Acquisition [Line Items] | ||
Shares of Class A common stock | $ 24.5 | |
Business acquisition, number of shares issued (in shares) | 345,423 | 341,924 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||
Retained deficit | $ (325,300,000) | $ (278,700,000) | |||
Gross revenue | [1] | 1,367,500,000 | 766,900,000 | $ 731,400,000 | |
Allowance for contract assets | $ 0 | 0 | $ 4,600,000 | ||
Fee recognition period | 1 year | ||||
Deferred revenue | $ 17,400,000 | $ 8,100,000 | |||
Gross Revenue Contra Account | |||||
Disaggregation of Revenue [Line Items] | |||||
Gross revenue | 23,100,000 | ||||
Payments to Partners | |||||
Disaggregation of Revenue [Line Items] | |||||
Cost of sales | 2,800,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASC 606 | |||||
Disaggregation of Revenue [Line Items] | |||||
Retained deficit | $ 7,000,000 | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASC 606 | Other Operating (Income) Expense, Net | |||||
Disaggregation of Revenue [Line Items] | |||||
Operating lease cost | $ 12,400,000 | ||||
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
Revenue - Effect of Lease Modif
Revenue - Effect of Lease Modifications (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Statement After Lease Modification [Line Items] | ||||
Contract assets, net | $ 0.3 | $ 0 | $ 6.8 | |
Accounts receivable, net | $ 68.6 | 205.9 | 92.7 | |
Equipment under lease | 23.3 | |||
Deferred revenue | 8.2 | 15 | 7.8 | |
Other operating (income) expense, net | $ 0 | $ 12.4 | $ 0 | |
Balance Prior to Lease Modification | ||||
Financial Statement After Lease Modification [Line Items] | ||||
Contract assets, net | 11.3 | |||
Accounts receivable, net | 67.7 | |||
Deferred revenue | 7.7 | |||
Effect of Change | ||||
Financial Statement After Lease Modification [Line Items] | ||||
Contract assets, net | (11.3) | |||
Accounts receivable, net | 0.9 | |||
Equipment under lease | 23.3 | |||
Deferred revenue | (0.5) | |||
Other operating (income) expense, net | $ (12.4) |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | [1] | $ 1,367.5 | $ 766.9 | $ 731.4 |
Gross Revenue Contra Account | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 23.1 | |||
Over-time Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,328.5 | 736.7 | 687.9 | |
Point-in-time Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 39 | 30.2 | 43.5 | |
Payments-based revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 1,258 | 684.2 | 643.6 | |
Subscription and other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 109.5 | $ 82.7 | $ 87.8 | |
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Asset, after Allowance for Credit Loss [Roll Forward] | ||
Contract assets, net - beginning of period | $ 10.7 | |
Less: Contract assets, net - beginning of the period, current | (6.8) | |
Contract assets, net - beginning of period, noncurrent | 3.9 | |
Contract assets, net - end of period | $ 0.3 | 0 |
Less: Contract assets, net - end of the period, current | (0.3) | 0 |
Contract assets, net - end of period, noncurrent | $ 0 | $ 0 |
Revenue - Change in Allowance f
Revenue - Change in Allowance for Contract Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 4.6 |
Conversion from sales-type lease to operating lease accounting treatment | (4.5) |
Additions to expense | 0.7 |
Write-offs, net of recoveries and other adjustments | (0.8) |
Ending Balance | $ 0 |
Revenue - Summary of Annual Ser
Revenue - Summary of Annual Service Fees and Regulatory Compliance Fees (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | [1] | $ 1,367.5 | $ 766.9 | $ 731.4 |
Annual service fees and regulatory compliance fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 27.6 | 13.6 | 11.1 | |
Amount of these fees included in deferred revenue at beginning of period | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | $ 4.9 | $ 4.2 | $ 2.8 | |
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in Restructuring Accrual (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | $ 2.9 | $ 5.7 |
Severance payments | (1.6) | (3.2) |
Accretion of interest | 0.2 | 0.4 |
Ending Balance | 1.5 | 2.9 |
2018 Restructuring Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 2.9 | 4.2 |
Severance payments | (1.6) | (1.7) |
Accretion of interest | 0.2 | 0.4 |
Ending Balance | 1.5 | 2.9 |
2019 Restructuring Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 0 | 1.5 |
Severance payments | 0 | (1.5) |
Accretion of interest | 0 | 0 |
Ending Balance | $ 0 | $ 0 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 0.2 | $ 0.4 | $ 3.8 | |
Restructuring accrual, current portion | 1.5 | 1.4 | ||
Restructuring accrual outstanding | 1.5 | 2.9 | 5.7 | |
Restructuring accrual outstanding expected to be paid in 2022 | 1.6 | |||
Accretion of interest | 0.1 | |||
2019 Restructuring Activities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring accrual outstanding | 0 | 0 | 1.5 | |
2019 Restructuring Activities | Accrued Expenses and Other Current Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring accrual, current portion | $ 1.5 | 1.4 | ||
2019 Restructuring Activities | Other Noncurrent Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring accrual, noncurrent portion | $ 1.5 | |||
2019 Restructuring Activities | Merchant Link | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 3.3 | $ 18.3 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 477 | $ 421.3 | |
Balance at end of period | 537.7 | 477 | |
Merchant Link | |||
Goodwill [Roll Forward] | |||
Measurement period adjustment | 0.7 | ||
3dcart | |||
Goodwill [Roll Forward] | |||
Acquisition during period | 46.9 | ||
Hospitality Technology Vendor | |||
Goodwill [Roll Forward] | |||
Measurement period adjustment | $ 0.4 | (2.4) | |
Acquisition during period | $ 8.1 | ||
Balance at end of period | $ 5.6 | ||
VenueNext | |||
Goodwill [Roll Forward] | |||
Acquisition during period | 52.7 | ||
Postec | |||
Goodwill [Roll Forward] | |||
Acquisition during period | $ 10.4 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Schedule of Other Intangible Assets, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 396.5 | $ 397.4 |
Accumulated Amortization | 208 | 211.1 |
Net Carrying Value | $ 188.5 | $ 186.3 |
Merchant relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 8 years | 8 years |
Carrying Value | $ 200.1 | $ 185.8 |
Accumulated Amortization | 133.7 | 106.5 |
Net Carrying Value | $ 66.4 | $ 79.3 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 9 years | 9 years |
Carrying Value | $ 113.2 | $ 105.1 |
Accumulated Amortization | 54.9 | 42.2 |
Net Carrying Value | $ 58.3 | $ 62.9 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 18 years | 9 years |
Carrying Value | $ 20.3 | $ 57.4 |
Accumulated Amortization | 3.8 | 39.1 |
Net Carrying Value | $ 16.5 | $ 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 | $ 42.6 | $ 25.1 |
Accumulated Amortization | 9.1 | 5.8 |
Net Carrying Value | $ 33.5 | $ 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 | $ 20.3 | $ 20 |
Accumulated Amortization | 6.5 | 13.5 |
Net Carrying Value | 13.8 | 6.5 |
Contingent payment | $ 4.2 | $ 3.4 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 48 | |
2023 | 35.2 | |
2024 | 30 | |
2025 | 23.7 | |
2026 | 18.4 | |
Thereafter | 33.2 | |
Net Carrying Value | $ 188.5 | $ 186.3 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Schedule of Amounts Charged to Expense in Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 55.7 | $ 53.5 | $ 48.6 |
Depreciation and amortization expense | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 36.6 | 38.5 | 37.6 |
Cost of sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 19.1 | $ 15 | $ 11 |
Other Intangible Assets, Net _4
Other Intangible Assets, Net - Narrative (Details) - Acquired technology - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 9 years | 9 years | |
Cost of sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Effect of change in estimate on estimated useful life of intangible asset | $ 1.1 | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 7 years | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of finite lived assets | 3 years |
Capitalized Customer Acquisit_3
Capitalized Customer Acquisition Costs, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized Contract Cost [Line Items] | |||
Capitalized acquisition cost, net | $ 35.1 | $ 30.2 | |
Capitalized acquisition cost, gross carrying value | 69.1 | 55.7 | |
Capitalized acquisition cost, accumulated amortization | $ 34 | 25.5 | |
Capitalized acquisition costs, weighted average amortization period | 3 years | ||
Cost of sales | |||
Capitalized Contract Cost [Line Items] | |||
Capitalized acquisition cost, amortization expense | $ 21.5 | $ 15.7 | $ 10 |
Capitalized Customer Acquisit_4
Capitalized Customer Acquisition Costs, Net - Summary of Estimate Future Amortization Expense for Capitalized Acquisition Costs (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2022 | $ 19.3 |
2023 | 12 |
2024 | 3.8 |
Total | $ 35.1 |
Equipment for Lease, Net - Sche
Equipment for Lease, Net - Schedule of Equipment for Lease, Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Carrying Value | $ 82.6 | $ 43.5 |
Accumulated Depreciation | 24.2 | 6.9 |
Net Carrying Value | $ 58.4 | $ 36.6 |
Equipment under lease | ||
Operating Leased Assets [Line Items] | ||
Weighted Average Depreciation Period | 3 years | 3 years |
Carrying Value | $ 72.9 | $ 36.5 |
Accumulated Depreciation | 24.2 | 6.9 |
Net Carrying Value | 48.7 | 29.6 |
Equipment held for lease | ||
Operating Leased Assets [Line Items] | ||
Carrying Value | 9.7 | 7 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 9.7 | $ 7 |
Equipment for Lease, Net - Narr
Equipment for Lease, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Depreciation and amortization expenses of equipment | $ 21.8 | $ 9.8 | $ 0.2 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 27 | $ 39.6 |
Less: Accumulated depreciation | (8.6) | (24.5) |
Total property and equipment, net | 18.4 | 15.1 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 10.5 | 16 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 5.1 | 8.7 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 9.1 | 11.6 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2 | 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 | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | [1] | $ 62.2 | $ 51.9 | $ 40.2 |
Cost of sales | 1.6 | 1.6 | 1.4 | |
Total depreciation expense | 5.4 | 5.2 | 3.8 | |
Depreciation and amortization expense | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 3.8 | $ 3.6 | $ 2.4 | |
[1]Depreciation and amortization expense includes depreciation of equipment under lease of $21.8 million, $9.8 million, and $0.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total borrowings | $ 1,772.5 | $ 1,028.4 |
Less: Current portion of debt | 0 | (0.9) |
Total debt | 1,772.5 | 1,027.5 |
Less: Unamortized capitalized financing costs | (34) | (22.1) |
Total long-term debt | 1,738.5 | 1,005.4 |
Convertible Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Total borrowings | 690 | 577.5 |
Less: Unamortized capitalized financing costs | (13) | (13.5) |
Total long-term debt | 1,738.5 | |
Convertible Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Total borrowings | 632.5 | 0 |
Less: Unamortized capitalized financing costs | (13.8) | |
Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Total borrowings | 450 | 450 |
Other financing arrangements | ||
Debt Instrument [Line Items] | ||
Other financing arrangements | $ 0 | $ 0.9 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 29, 2021 USD ($) | Nov. 30, 2017 USD ($) | Jul. 31, 2021 USD ($) day $ / shares | Jan. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) Day day $ / shares | Oct. 31, 2020 USD ($) | Jun. 30, 2020 USD ($) | Aug. 31, 2019 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) day | Dec. 31, 2020 USD ($) day $ / shares | Dec. 31, 2019 USD ($) | Feb. 28, 2021 USD ($) | Jan. 01, 2021 USD ($) | Oct. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||||||||||
Decrease to additional paid-in capital | $ (738,300,000) | $ (619,200,000) | $ (738,300,000) | $ (2,100,000) | ||||||||||||
Decrease to retained deficit | 278,700,000 | 325,300,000 | 278,700,000 | |||||||||||||
Loss on extinguishment of debt | $ 7,100,000 | 200,000 | 16,600,000 | 0 | ||||||||||||
Transaction-related expenses | 0 | 800,000 | 0 | |||||||||||||
Outstanding borrowings repaid | $ 89,500,000 | $ 90,000,000 | 0 | 89,500,000 | 90,000,000 | |||||||||||
Proceeds from revolving line of credit | $ 68,500,000 | 0 | 68,500,000 | 91,000,000 | ||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | 89,500,000 | 99,500,000 | 89,500,000 | |||||||||||||
Minimum letters of credit outstanding covenant percentage of revolving commitments | 35% | 35% | ||||||||||||||
Debt instrument default interest rate per year | 2% | |||||||||||||||
Standby Letter of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | 500,000 | 500,000 | 500,000 | |||||||||||||
Accounting Standards Update 2020-06 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Decrease to additional paid-in capital | $ 111,500,000 | |||||||||||||||
Decrease to retained deficit | 1,600,000 | |||||||||||||||
Net increase to long-term debt | $ 109,900,000 | |||||||||||||||
Minimum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit facility unused commitment fee percentage | 0.25% | 0.25% | ||||||||||||||
Maximum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit facility unused commitment fee percentage | 0.50% | 0.50% | ||||||||||||||
4.625% Senior Notes Due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument financing fees | $ 7,200,000 | |||||||||||||||
Debt instrument capitalized amount | 6,400,000 | |||||||||||||||
Transaction-related expenses | 800,000 | |||||||||||||||
LIBOR | Minimum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 3% | 4% | ||||||||||||||
LIBOR | Maximum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 3.50% | 4.50% | ||||||||||||||
Base Rate | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 0% | |||||||||||||||
Base Rate | Minimum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 2% | 3% | ||||||||||||||
Base Rate | Maximum | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 2.50% | 3.50% | ||||||||||||||
Alternate Base Rate and LIBO Rate | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, floor rate | 0% | |||||||||||||||
Convertible Notes Due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of capitalized financing fees and debt discount | 5,900,000 | 5,400,000 | $ 4,000,000 | |||||||||||||
Debt instrument, face amount | 690,000,000 | 690,000,000 | 690,000,000 | |||||||||||||
Proceeds from 2025 notes offering | $ 673,600,000 | |||||||||||||||
Debt Instrument, convertible price percentage | 130% | |||||||||||||||
Debt instrument, redemption price percentage | 100% | |||||||||||||||
Amount allocated to the conversion option | $ 114,200,000 | $ 114,200,000 | ||||||||||||||
Debt instrument effective interest rate | 4.10% | 4.10% | ||||||||||||||
Debt issuance costs | $ 16,400,000 | |||||||||||||||
Conversion feature | $ 111,500,000 | |||||||||||||||
Net increase to long-term debt | $ 564,000,000 | $ 677,000,000 | $ 564,000,000 | |||||||||||||
Convertible Notes Due 2025 | Class A Common Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument initial conversion of shares | 12.4262 | |||||||||||||||
Debt instrument, conversion price per share | $ / shares | $ 80.48 | $ 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% | |||||||||||||||
Convertible Notes Due 2025 | 2021 Measurement Period | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, number of consecutive trading days | Day | 5 | |||||||||||||||
Debt Instrument, convertible price percentage | 98% | |||||||||||||||
Debt instrument number of business days | Day | 5 | |||||||||||||||
Convertible Notes Due 2025 | Convertible Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from 2025 notes offering | $ 617,700,000 | |||||||||||||||
Debt Instrument, number of trading days | day | 20 | |||||||||||||||
Debt Instrument, number of consecutive trading days | day | 30 | |||||||||||||||
Debt Instrument, convertible price percentage | 130% | |||||||||||||||
Debt instrument effective interest rate | 0.48% | |||||||||||||||
Convertible Notes Due 2025 | Convertible Notes | 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% | |||||||||||||||
Convertible Notes Due 2025 | Convertible Notes | 2021 Measurement Period | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, number of consecutive trading days | day | 5 | |||||||||||||||
Debt Instrument, convertible price percentage | 98% | |||||||||||||||
Debt instrument number of business days | day | 5 | |||||||||||||||
Convertible Notes Due 2027 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 632,500,000 | |||||||||||||||
Net increase to long-term debt | $ 618,700,000 | |||||||||||||||
Convertible Notes Due 2027 | Convertible Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 632,500,000 | |||||||||||||||
Debt Instrument, number of trading days | day | 20 | |||||||||||||||
Debt Instrument, number of consecutive trading days | day | 30 | |||||||||||||||
Debt Instrument, convertible price percentage | 130% | |||||||||||||||
Debt instrument effective interest rate | 0.89% | |||||||||||||||
Debt issuance costs | $ 14,800,000 | |||||||||||||||
Debt instrument, interest rate, stated percentage | 0.50% | |||||||||||||||
Convertible Notes Due 2027 | Convertible Notes | Class A Common Stock | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument initial conversion of shares | 8.1524 | |||||||||||||||
Debt instrument, conversion price per share | $ / shares | $ 122.66 | |||||||||||||||
4.625% Senior Notes Due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 450,000,000 | |||||||||||||||
Debt instrument, redemption price percentage | 100% | |||||||||||||||
Debt instrument, interest rate, stated percentage | 4.625% | |||||||||||||||
Proceeds from notes offering | $ 442,800,000 | |||||||||||||||
Repayments of debt | $ 450,000,000 | |||||||||||||||
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% | |||||||||||||||
4.625% Senior Notes Due 2026 | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, redemption percentage | 40% | |||||||||||||||
First Lien Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 520,000,000 | |||||||||||||||
Debt instrument, principal pre-payment | 59,800,000 | |||||||||||||||
First Lien Term Loan Facility | 4.625% Senior Notes Due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on extinguishment of debt | $ 9,500,000 | |||||||||||||||
First Lien Term Loan Facility | LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 4.50% | |||||||||||||||
First Lien Term Loan Facility | Convertible Notes | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 150,000,000 | |||||||||||||||
Second Lien Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 130,000,000 | |||||||||||||||
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 | |||||||||||||||
First Lien Credit Agreement | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||||
Credit facility unused commitment fee percentage | 0.50% | |||||||||||||||
First Lien Credit Agreement | Letters of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving loan facility available | $ 25,000,000 | |||||||||||||||
First Lien Credit Agreement | LIBOR | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable interest rate | 3.50% |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Convertible Notes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Principal outstanding | $ 650,000,000 | ||
Unamortized debt issuance costs | $ (34,000,000) | $ (22,100,000) | |
Convertible Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 690,000,000 | 690,000,000 | |
Unamortized debt discount | 0 | (112,500,000) | |
Unamortized debt issuance costs | (13,000,000) | (13,500,000) | |
Net carrying value | 677,000,000 | $ 564,000,000 | |
Convertible Notes Due 2027 | |||
Debt Instrument [Line Items] | |||
Principal outstanding | 632,500,000 | ||
Unamortized debt issuance costs | (13,800,000) | ||
Net carrying value | $ 618,700,000 |
Debt - Summary of Net Carryin_2
Debt - Summary of Net Carrying Amount of Equity Component of 2025 Notes (Details) - Convertible Notes Due 2025 $ in Millions | Dec. 31, 2020 USD ($) |
Debt Instrument [Line Items] | |
Amount allocated to the conversion option | $ 114.2 |
Less: allocated issuance costs | (2.7) |
Equity component, net | $ 111.5 |
Other Consolidated Balance Sh_3
Other Consolidated Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Prepaid insurance | $ 3.3 | $ 2.5 |
Taxes receivable | 1.8 | 1.2 |
Prepaid merchant signing bonuses | 0.7 | 0 |
Other prepaid expenses | 6.1 | 6.5 |
Agent and employee loan receivables | 0.2 | 0.3 |
Other current assets | 0.3 | 1 |
Total prepaid expenses and other current assets | $ 12.4 | $ 11.5 |
Other Consolidated Balance Sh_4
Other Consolidated Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other Consolidated Balance Sheet Components [Abstract] | ||
Accrued payroll | $ 15.3 | $ 2.8 |
Residuals payable | 13.1 | 6.8 |
Accrued interest | 4.8 | 3.6 |
Deferred employer social security tax pursuant to the CARES Act | 1.6 | 3 |
Taxes payable | 1.6 | 1.4 |
Restructuring accrual | 1.5 | 1.4 |
Deferred tenant reimbursement allowance | 0 | 3.1 |
Escrow payable | 0 | 2.3 |
Accrued rent | 0 | 1.5 |
Other current liabilities | 5 | 4.2 |
Total accrued expenses and other current liabilities | $ 42.9 | $ 30.1 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) | 7 Months Ended |
Dec. 31, 2020 shares | |
Class A Common Stock | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of common stock for change of control contingent liabilities (in shares) | 915,503 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances for Level 3 Contingent Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnout Payments | Fair Value, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Deferred compensation liabilities | $ 1.9 | ||
Change of Control | Fair Value, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Deferred compensation liabilities | 30.4 | ||
Significant Observable Inputs (Level 3) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | $ 0 | 32.3 | $ 19.9 |
Additions | 0 | 1.7 | 0 |
Fair value adjustments | 0.2 | (7.8) | 15.5 |
Balance at end of period | 0 | 0 | 32.3 |
Significant Observable Inputs (Level 3) | Other Noncurrent Liabilities | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Deferred compensation liabilities | $ 1.7 | 1.9 | |
Significant Observable Inputs (Level 3) | Restricted Stock Units | Initial Public Offering | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Issuance of restricted stock units for settlement of contingent liabilities (in shares) | 89,842 | ||
Significant Observable Inputs (Level 3) | Earnout Payments | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Payments made for contingent liabilities | $ (0.2) | (3) | (3.1) |
Significant Observable Inputs (Level 3) | Change of Control | Class A Common Stock | Restricted Stock Units | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Payments made for contingent liabilities | $ 0 | $ (23.2) | $ 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Estimated Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | $ 1,772.5 | $ 1,140 |
Reported Value Measurement | 2025 Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 690 | 690 |
Reported Value Measurement | 2027 Convertible Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 632.5 | 0 |
Reported Value Measurement | Senior Notes Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 450 | 450 |
Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 1,757.6 | 1,311.9 |
Estimate of Fair Value Measurement | 2025 Convertible Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 735.4 | 843.9 |
Estimate of Fair Value Measurement | 2027 Convertible Notes | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | 556.5 | 0 |
Estimate of Fair Value Measurement | Senior Notes Due 2026 | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated fair value | $ 465.7 | $ 468 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 USD ($) subsidiary $ / shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Number of operating subsidiaries | subsidiary | 2 | ||
Valuation allowance | $ 383 | $ 179.5 | |
Tax receivable agreement realized tax benefit percentage | 85% | ||
Tax receivable agreement expected remaining tax benefit percentage | 15% | ||
Unrecognized liability under TRA | $ 248.3 | ||
Federal statutory rate | 21% | 21% | 21% |
Continuing Equity Owners | |||
Income Taxes [Line Items] | |||
Deferred tax assets | $ 460.5 | ||
Tax receivable agreement liability | $ 391.5 | ||
Federal statutory rate | 24.60% | ||
Continuing Equity Owners | Class A Common Stock | |||
Income Taxes [Line Items] | |||
Share redeemed or exchanged price per share | $ / shares | $ 57.90 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 432.5 | ||
Operating loss carryforwards, not subject to expiration | 378.6 | ||
Federal | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 53.9 | ||
Net operating loss carryforward period | 20 years | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 431.1 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 0.6 | $ 1.4 | $ (1.1) |
State | 0 | (0.2) | (0.4) |
Foreign | 0 | (0.1) | 0 |
Total current income tax benefit (provision) | 0.6 | 1.1 | (1.5) |
Deferred | |||
Federal | 2.5 | 1.2 | (0.2) |
State | 0 | 0.1 | 0 |
Total deferred income tax benefit (provision) | 2.5 | 1.3 | (0.2) |
Total income tax benefit (provision) | $ 3.1 | $ 2.4 | $ (1.7) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of United States Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Noncontrolling interests/effect of pass-through entities (LLC loss) | (7.30%) | (17.10%) | (23.60%) |
State income taxes, net of federal benefit | 5.30% | 1.10% | 0% |
Permanent items | (1.20%) | 1.60% | 0% |
Change in valuation allowance | (60.10%) | (4.50%) | 0% |
Equity-based compensation | 46.80% | 0% | 0% |
Other | (0.50%) | 0% | (0.50%) |
Effective income tax rate | 4% | 2.10% | (3.10%) |
Income Taxes - Details of Defer
Income Taxes - Details of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Investment in Shift4 Payments, LLC | $ 277.2 | $ 181.2 |
Net operating loss and tax credits carryforward | 110 | 19.8 |
Lease liabilities | 2.4 | 0 |
Equity-based compensation | 1.6 | 10.2 |
Accrued expenses | 0.9 | 1.9 |
Other | 6.1 | 0.8 |
Subtotal | 398.2 | 213.9 |
Valuation allowance | (383) | (179.5) |
Total deferred tax assets | 15.2 | 34.4 |
Deferred tax liabilities: | ||
2025 Convertible Notes | 0 | (29.4) |
Intangible assets | (9.9) | (5.9) |
Fixed assets | (2.2) | (1.8) |
Right-of-use assets | (1.5) | 0 |
Other liabilities | (1.9) | (0.1) |
Total deferred tax liabilities | (15.5) | (37.2) |
Net deferred tax liability | $ (0.3) | $ (2.8) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 0.3 | $ 0.3 | $ 0 |
Increase related to current year tax positions | 0 | 0 | 0.3 |
Decrease attributable to settlements with taxing authorities | (0.3) | 0 | 0 |
Ending balance | $ 0 | $ 0.3 | $ 0.3 |
Lease Agreements - Assets and L
Lease Agreements - Assets and Liabilities, Lessee (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease assets | $ 18.5 | $ 0 |
Liabilities | ||
Current operating lease liabilities | 4.8 | 0 |
Noncurrent operating lease liabilities | 17.9 | $ 0 |
Total lease liabilities | $ 22.7 |
Lease Agreements - Narrative (D
Lease Agreements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Operating lease, expense | $ 6.1 | $ 6.4 | $ 4.2 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gross revenue | ||
Total lease income | $ 16.8 | ||
SaaS Agreement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Total remaining performance obligations period | 1 year | ||
Total remaining performance obligations amount | $ 11.1 |
Lease Agreements - Summary of E
Lease Agreements - Summary of Expected Payments Related to Non-cancellable Lease Terms (Topic 842) (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 5.3 |
2023 | 4.4 |
2024 | 4.2 |
2025 | 3.3 |
2026 | 2.9 |
Thereafter | 4.7 |
Total lease payments | 24.8 |
Less: Interest | (2.1) |
Present value of minimum payments | $ 22.7 |
Lease Agreements - Additional I
Lease Agreements - Additional Information Related to Operating Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Leases [Abstract] | |
Weighted average remaining in lease term (in years): | 5 years 7 months 6 days |
Weighted average discount rate | 3.20% |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating lease payments included in operating cash flows | $ 6.3 |
Non-cash additions to operating lease assets | $ 2.3 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) | Sep. 30, 2021 contract $ / Unit shares | Mar. 31, 2021 USD ($) $ / Unit shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / Unit shares | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / Unit shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Feb. 28, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||
Accounts payable, related parties, current | $ 2,200,000 | ||||||||||
Additional paid-in capital | $ 619,200,000 | $ 619,200,000 | $ 619,200,000 | $ 738,300,000 | $ 2,100,000 | ||||||
Related party transaction, reimbursable expenses | 100,000 | $ 100,000 | $ 900,000 | ||||||||
Rook Holdings Inc | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Right to exchange and sell limited liability company shares by lender upon default | shares | 10,000,000 | ||||||||||
Follow-on Offering | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party costs | $ 1,100,000 | ||||||||||
Accounts Receivable | Follow-on Offering | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party costs | 1,000,000 | $ 1,200,000 | |||||||||
Aircraft Service | Shareholder | Accrued Expenses and Other Current Liabilities | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Outstanding to related parties | $ 0 | $ 0 | 0 | 0 | |||||||
Variable Prepaid Forward Contract | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Forward floor price (in dollars per share) | $ / Unit | 73.19 | ||||||||||
Forward cap price (in dollars per share) | $ / Unit | 137.24 | ||||||||||
Variable Prepaid Forward Contract | Affiliated Entity | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares covering under contract (in shares) | shares | 2,000,000 | ||||||||||
Variable Prepaid Forward Contract | Affiliated Entity | Class B Common Stock | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares pledged under contract (in shares) | shares | 4,440,000 | 2,000,000 | 4,440,000 | 4,440,000 | |||||||
VPF Contracts With Dealer | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of VPF contracts | contract | 2 | ||||||||||
VPF Contract With Dealer Number One | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Forward cap price (in dollars per share) | $ / Unit | 112.09 | 112.09 | 112.09 | ||||||||
VPF Contract With Dealer Number One | Affiliated Entity | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares covering under contract (in shares) | shares | 2,180,000 | ||||||||||
VPF Contract With Dealer Number Two | Affiliated Entity | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Forward floor price (in dollars per share) | $ / Unit | 66.4240 | 66.4240 | 66.4240 | ||||||||
Forward cap price (in dollars per share) | $ / Unit | 120.39 | 120.39 | 120.39 | ||||||||
VPF Contract With Dealer Number Two | Affiliated Entity | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares covering under contract (in shares) | shares | 2,260,000 | ||||||||||
General and Administrative Expenses | Aircraft Service | Shareholder | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total expense transaction with related party | $ 1,000,000 | 400,000 | $ 400,000 | ||||||||
Professional Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management fees | $ 800,000 | $ 2,000,000 |
Redeemable Preferred Units (Det
Redeemable Preferred Units (Details) - USD ($) | 12 Months Ended | |||
Jun. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||
Redeemable preferred units, shares issued (in shares) | 430 | |||
Redeemable preferred units, stated value per unit (in dollars per unit) | $ 100,000 | |||
Redeemable preferred units, carrying value | $ 43,000,000 | |||
Non-convertible Redeemable Preferred Units | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, preferred dividend rate | 10.50% | |||
Redeemable preferred units, value | $ 150,000,000 | |||
Redeemable preferred units, accrued preferred dividends | $ 2,100,000 | $ 5,000,000 | ||
Non-convertible Redeemable Preferred Units | Initial Public Offering | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, accrued preferred dividends | $ 900,000 | |||
Redeemable preferred units, preferred dividends outstanding | 3,200,000 | |||
Redeemable preferred units, accrued preferred dividends converted to interests | $ 2,300,000 | |||
Non-convertible Redeemable Preferred Units | Maximum | ||||
Temporary Equity [Line Items] | ||||
Redeemable preferred units, maximum preferred dividend | $ 5,000,000 |
Stockholders' Equity_Members'_2
Stockholders' Equity/Members' Deficit (Details) | 1 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
Oct. 06, 2020 USD ($) shares | Sep. 15, 2020 USD ($) $ / shares shares | Jun. 09, 2020 USD ($) $ / shares shares | Jun. 04, 2020 shares | Jan. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | Sep. 30, 2020 shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2021 USD ($) vote $ / shares shares | Dec. 31, 2019 USD ($) shares | Feb. 23, 2022 USD ($) | Dec. 16, 2021 USD ($) | |
Class of Stock [Line Items] | ||||||||||||
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares repurchased (in shares) | 378,475 | |||||||||||
Common stock, repurchased value | $ | $ 21,100,000 | |||||||||||
Common stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 55.81 | |||||||||||
Remaining authorized repurchase amount | $ | $ 78,900,000 | |||||||||||
Subsequent Event | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares repurchased (in shares) | 245,700 | |||||||||||
Common stock, repurchased value | $ | $ 13,900,000 | |||||||||||
Common stock repurchased, average cost per share (in dollars per share) | $ / shares | $ 56.48 | |||||||||||
Remaining authorized repurchase amount | $ | $ 65,000,000 | |||||||||||
IPO and Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 462,600,000 | |||||||||||
Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, authorized (in shares) | 20,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Class A Common Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 100,000 | |||||||||||
Class A Common Units | Minimum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Threshold value of distributions to common unit holders | $ | $ 565,200,000 | |||||||||||
Class A Common Units | Searchlight II GWN, L.P. | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common unit, issued (in units) | 60,000 | |||||||||||
Class A Common Units | Rook Holdings Inc | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common unit, issued (in units) | 40,000 | |||||||||||
Investment owned, balance (in units) | 25,829,016 | |||||||||||
Interest owned percentage | 46.70% | |||||||||||
Class A Common Units | Searchlight | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Investment owned, balance (in units) | 28,889,790 | |||||||||||
Interest owned percentage | 52.30% | |||||||||||
Class B Common Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 1,010 | |||||||||||
Distributions percentage of common unit | 1.11% | |||||||||||
Special distribution of divided on a pro rata basis | $ | $ 9,000,000 | |||||||||||
Class B Common Units | Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Threshold value of distributions to common unit holders | $ | $ 655,000,000 | |||||||||||
Class B Common Units | Former Equity Owner | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Investment owned, balance (in units) | 528,150 | |||||||||||
Interest owned percentage | 1% | |||||||||||
Class A Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||
Number of votes per common share | vote | 1 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Reorganization transactions (in shares) | 528,150 | |||||||||||
Issuance of common stock for change of control contingent liabilities (in shares) | 915,503 | |||||||||||
Stock repurchase program, authorized amount | $ | $ 100,000,000 | |||||||||||
Class A Common Stock | Initial Public Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 17,250,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 23 | |||||||||||
Proceeds from issuance of common stock | $ | $ 362,600,000 | |||||||||||
Class A Common Stock | Underwriters Option | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 2,250,000 | |||||||||||
Class A Common Stock | Follow-on Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 2,000,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 48.50 | |||||||||||
Proceeds from issuance of common stock | $ | $ 93,100,000 | |||||||||||
Underwriting discounts and commissions and offering expenses | $ | $ 3,900,000 | |||||||||||
Class A Common Stock | Shift4 Payments, LLC. | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock for change of control contingent liabilities (in shares) | 915,503 | |||||||||||
Class A Common Stock | Searchlight | Underwriters Option | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 1,473,070 | |||||||||||
Class A Common Stock | Searchlight | Follow-on Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 9,200,000 | 7,856,373 | ||||||||||
Class A Common Stock | Former Equity Owner | Underwriters Option | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 26,930 | |||||||||||
Class A Common Stock | Former Equity Owner | Follow-on Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 143,627 | |||||||||||
Class B Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Number of votes per common share | vote | 10 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Reorganization transactions (in shares) | 39,204,989 | |||||||||||
Class B Common Stock | Searchlight | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock exchange (in shares) | 4,319,532 | 4,259,600 | 4,319,532 | |||||||||
Class C Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Number of votes per common share | vote | 10 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Reorganization transactions (in shares) | 15,513,817 | |||||||||||
Class C Common Stock | Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 4,625,346 | |||||||||||
Proceeds from issuance of common stock | $ | $ 100,000,000 | |||||||||||
Class C Common Stock | Searchlight II GWN, L.P. | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock exchange (in shares) | 5,009,911 | 5,009,911 | ||||||||||
Class C Common Stock | Searchlight | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock exchange (in shares) | 4,940,400 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||
LLC Interests (in shares) | 82,722,487 | 80,552,659 |
Shift4 Payments, Inc. | Shift4 Payments, LLC. | ||
Noncontrolling Interest [Line Items] | ||
LLC Interests (in shares) | 56,449,833 | 49,926,802 |
Ownership % | 68.20% | 62% |
Continuing Equity Owners | Shift4 Payments, LLC. | ||
Noncontrolling Interest [Line Items] | ||
LLC Interests (in shares) | 26,272,654 | 30,625,857 |
Ownership % | 31.80% | 38% |
Equity-based Compensation - Nar
Equity-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 1,480,962 | 5,064,627 | |
Vested (in dollars per share) | $ 23.98 | $ 23 | |
RSUs and PRSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized equity-based compensation expense | $ 99 | $ 56.6 | |
Unrecognized equity-based compensation expense expected to be recognized over weighted-average period | 3 years 7 months 17 days | 2 years 4 months 24 days | |
2020 Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum common stock available for issuance (in shares) | 7,159,924 | ||
Percentage of outstanding shares of all classes of common stock | 1% | ||
2020 Incentive Award Plan | RSUs Not Subject to Continued Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 77,326 | ||
2020 Incentive Award Plan | RSUs Subject to Continued Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 39,564 | ||
2020 Incentive Award Plan | 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 (in shares) | 35,973 | ||
2020 Incentive Award Plan | 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 | ||
2020 Incentive Award Plan | 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 | ||
2020 Incentive Award Plan | RSUs issued in Connection with Discretionary Equity Award Program for Non-Management Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 943,290 | ||
2020 Incentive Award Plan | RSUs issued in Connection with Discretionary Equity Award Program for Non-Management Employees | Vested in December 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting period | 3 years | ||
2020 Incentive Award Plan | RSUs issued in Connection with Discretionary Equity Award Program for Non-Management Employees | Vest in December 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting period | 4 years | ||
2020 Incentive Award Plan | RSUs issued in Connection with Discretionary Equity Award Program for Non-Management Employees | Vest in Prior to June 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 33.33% | ||
Vesting period | 5 years | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 4,690,167 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Not Subject to Continued Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 2,475,830 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 421,548 | 107,105 | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Non-Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 28,254 | ||
Grant date fair value of shares vested | $ 0.1 | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vested in December 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 50% | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vest in December 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 50% | ||
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2021 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 20% | 20% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 30% | 30% | |
2020 Incentive Award Plan | Initial Public Offering | RSUs Subject to Continued Service | Vesting in October 2023 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 50% | 50% | |
2020 Incentive Award Plan | Initial Public Offering | Restricted Stock Units Subject to Continued Service Vesting in Equal Installments at Each Anniversary of the Grant Date | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 1,764,535 | 195,952 | |
Vesting period | 3 years | 3 years | |
2020 Incentive Award Plan | Initial Public Offering | PRSUs Subject to Continued Service | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted under plan (in shares) | 59,347 | 71,403 | |
Vesting percentage | 25% | ||
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 (in dollars per share) | $ 23 |
Equity-based Compensation - Sch
Equity-based Compensation - Schedule of RSU Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs | ||
Unvested balance at beginning of period (in shares) | 4,840,508 | 0 |
Granted (in shares) | 1,480,962 | 5,064,627 |
Vested (in shares) | (3,876,928) | (201,425) |
Forfeited or cancelled (in shares) | (41,848) | (22,694) |
Unvested balance at end of period (in shares) | 2,402,694 | 4,840,508 |
Weighted Average Grant Date Fair Value | ||
Unvested balance at beginning of period (in dollars per share) | $ 24.35 | $ 0 |
Granted (in dollars per share) | 58.98 | 24.30 |
Vested (in dollars per share) | 23.98 | 23 |
Forfeited or cancelled (in dollars per share) | 51.91 | 23.27 |
Unvested balance at end of period (in dollars per share) | $ 43.28 | $ 24.35 |
Equity-based Compensation - Sha
Equity-based Compensation - Shared-based Payment Arrangement, Expensed and Capitalized (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-based compensation expense | $ 40.8 | $ 66.2 |
Income tax benefit | $ 0 | $ 2 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 7 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | ||||
Earnings Per Share Basic and Diluted [Line Items] | ||||||||
Net loss | $ (33.5) | $ (74) | [1] | $ (111.4) | [1] | $ (56.6) | ||
Less: Net loss attributable to Shift4 Payments, LLC prior to the Reorganization Transaction | 0 | (77.9) | ||||||
Less: Net loss attributable to noncontrolling interests subsequent to the Reorganization Transactions | (25.8) | (15.1) | ||||||
Net loss attributable to Shift4 Payments, Inc. | [2] | (48.2) | (18.4) | |||||
Adjustment to net loss attributable to common stockholders | (0.7) | (1) | ||||||
Net loss attributable to common stockholders | (48.9) | (19.4) | ||||||
Numerator - Basic and Diluted: | ||||||||
Net loss attributable to common stockholders, basic | (48.9) | (19.4) | ||||||
Net loss attributable to common stockholders, diluted | (48.9) | (19.4) | ||||||
Class A Common Stock | ||||||||
Earnings Per Share Basic and Diluted [Line Items] | ||||||||
Net loss attributable to common stockholders | (42.4) | (12.1) | ||||||
Numerator - Basic and Diluted: | ||||||||
Net loss attributable to common stockholders, basic | (42.4) | (12.1) | ||||||
Net loss attributable to common stockholders, diluted | $ (42.4) | $ (12.1) | ||||||
Denominator - Basic and Diluted: | ||||||||
Weighted average shares of common stock outstanding, basic (in shares) | [3] | 47,594,839 | 28,148,355 | |||||
Weighted average shares of common stock outstanding, diluted (in shares) | [3] | 47,594,839 | 28,148,355 | |||||
Net loss per share - Basic and Diluted: | ||||||||
Net loss per share, basic (in dollars per share) | [3] | $ (0.89) | $ (0.43) | |||||
Net loss per share, diluted (in dollars per share) | [3] | $ (0.89) | $ (0.43) | |||||
Class C Common Stock | ||||||||
Earnings Per Share Basic and Diluted [Line Items] | ||||||||
Net loss attributable to common stockholders | $ (6.5) | $ (7.3) | ||||||
Numerator - Basic and Diluted: | ||||||||
Net loss attributable to common stockholders, basic | (6.5) | (7.3) | ||||||
Net loss attributable to common stockholders, diluted | $ (6.5) | $ (7.3) | ||||||
Denominator - Basic and Diluted: | ||||||||
Weighted average shares of common stock outstanding, basic (in shares) | [3] | 7,329,534 | 16,882,903 | |||||
Weighted average shares of common stock outstanding, diluted (in shares) | [3] | 7,329,534 | 16,882,903 | |||||
Net loss per share - Basic and Diluted: | ||||||||
Net loss per share, basic (in dollars per share) | [3] | $ (0.89) | $ (0.43) | |||||
Net loss per share, diluted (in dollars per share) | [3] | $ (0.89) | $ (0.43) | |||||
[1]Net loss is equal to comprehensive loss.[2]Net loss attributable Shift4 Payments, Inc. is equal to comprehensive loss attributable to Shift4 Payments, Inc. for the years ended December 31, 2021 and 2020.[3]The amounts for the year ended December 31, 2020 represent 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 December 31, 2020, the period following the Reorganization Transactions and Shift4 Payments, Inc.'s initial public offering described in Note 1. See Note 23 for additional information on basic and diluted net loss per share. |
Basic And Diluted Net Loss Pe_4
Basic And Diluted Net Loss Per Share - Schedule of Calculation of Diluted Net Loss Per Share as the Effect Would be Anti-dilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share Basic and Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 28,675,348 | 33,002,026 |
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 (in shares) | 26,272,654 | 30,625,857 |
Restricted Stock Units | ||
Earnings Per Share Basic and Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 2,389,752 | 2,336,424 |
Restricted Stock Units | Non-Employee Directors | ||
Earnings Per Share Basic and Diluted [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 12,942 | 39,745 |
Basic and Diluted Net Loss pe_5
Basic and Diluted Net Loss per Share - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) day | Dec. 31, 2020 USD ($) day | Jul. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||
Debt instrument, face amount | $ | $ 650,000,000 | ||||
Convertible Notes Due 2025 | |||||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||
Debt Instrument, convertible price percentage | 130% | ||||
Debt instrument, face amount | $ | $ 690,000,000 | $ 690,000,000 | $ 690,000,000 | ||
Convertible Notes Due 2025 | Convertible Notes | |||||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||
Debt Instrument, convertible price percentage | 130% | ||||
Debt Instrument, number of trading days | day | 20 | ||||
Debt Instrument, number of consecutive trading days | day | 30 | ||||
Convertible Notes Due 2027 | |||||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||
Debt instrument, face amount | $ | $ 632,500,000 | ||||
Convertible Notes Due 2027 | Convertible Notes | |||||
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items] | |||||
Debt Instrument, convertible price percentage | 130% | ||||
Debt Instrument, number of trading days | day | 20 | ||||
Debt Instrument, number of consecutive trading days | day | 30 | ||||
Debt instrument, face amount | $ | $ 632,500,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for income taxes, net of refunds | $ 0.4 | $ 0.8 | $ 0.2 |
Cash paid for interest | 20.9 | 39.2 | 47.2 |
Noncash operating activities | |||
Deferred compensation settled with restricted stock units | 0 | 2.1 | 0 |
Noncash investing activities | |||
Shares and equity-based compensation awards issued in connection with VenueNext acquisition | 26.3 | 0 | 0 |
Shares issued in connection with 3dcart acquisition | 0 | 19.2 | 0 |
Equipment for lease | 3.1 | 2 | 0 |
Capitalized software development costs | 0.4 | 0.6 | 0.9 |
Noncash financing activities | |||
Right associated with Inspiration4 seat | 2.1 | 0 | 0 |
Repurchases of Class A Common Stock not yet paid | 1.6 | 0 | 0 |
Contingent consideration settled with Class A common stock | 0 | 21.1 | 0 |
Short-term financing for directors and officers insurance | 0 | 3.4 | 0 |
Preferred return on preferred stock settled with LLC Interests | 0 | 2.3 | 0 |
Accrued preferred return on redeemable preferred units | $ 0 | $ 0 | $ 1.2 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Segments - Summary of Gross Rev
Segments - Summary of Gross Revenue by Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Gross revenue | [1] | $ 1,367.5 | $ 766.9 | $ 731.4 |
Gross Revenue Contra Account | ||||
Segment Reporting Information [Line Items] | ||||
Gross revenue | 23.1 | |||
Payments-based revenue | ||||
Segment Reporting Information [Line Items] | ||||
Gross revenue | 1,258 | 684.2 | 643.6 | |
Subscription and other revenues | ||||
Segment Reporting Information [Line Items] | ||||
Gross revenue | $ 109.5 | $ 82.7 | $ 87.8 | |
[1]For the year ended December 31, 2021, includes $23.1 million of payments to merchants associated with the TSYS outage, which are recorded as contra revenue and reflected as a reduction of “Gross revenue.” See Note 5 for more information. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Mar. 01, 2022 | Feb. 28, 2022 | Jan. 31, 2022 |
Finanro | |||
Subsequent Event [Line Items] | |||
Business acquisition, consideration transferred, cash | $ 200 | ||
Business acquisition consideration transferred, value of shares | 325 | ||
Business acquisition, consideration transferred, contingent consideration, earnout | $ 50 | ||
The Giving Block | |||
Subsequent Event [Line Items] | |||
Business acquisition, consideration transferred, cash | $ 13.5 | ||
Business acquisition consideration transferred, value of shares | 40.5 | ||
Business acquisition, consideration transferred, contingent consideration, earnout | 184.5 | ||
Business acquisition, consideration transferred, contingent consideration, cash earnout | $ 61.5 | ||
Interchecks | |||
Subsequent Event [Line Items] | |||
Investments in securities | $ 1 |
Uncategorized Items - four-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |