Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | PAYSAFE LIMITED |
Entity Central Index Key | 0001833835 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Interactive Data Current | Yes |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Entity Common Stock, Shares Outstanding | 723,715,147 |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | false |
Entity File Number | 001-40302 |
Entity Incorporation, State or Country Code | D0 |
Entity Address, Address Line One | 25 Canada Square |
Entity Address, Address Line Two | 27th Floor |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Registration Statement | false |
Document Accounting Standard | U.S. GAAP |
Contact Personnel Name | Paysafe Limited |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | E14 5LQ |
Auditor Name | Deloitte US |
Auditor Location | Houston, Texas |
Auditor Firm ID | 34 |
Common Stock [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Common Shares |
Trading Symbol | PSFE |
Security Exchange Name | NYSE |
Warrant [Member] | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants |
Entity Common Stock, Shares Outstanding | 53,900,925 |
Trading Symbol | PSFE.WS |
Security Exchange Name | NYSE |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 25 Canada Squar |
Entity Address, Address Line Two | 27th Floor |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Contact Personnel Name | Elliott Wiseman |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | E14 5LQ |
City Area Code | 0 |
Country Region | 44 |
Local Phone Number | 207 608 8460 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Revenue | $ 1,487,013 | $ 1,426,489 | $ 1,418,140 |
Cost of services (excluding depreciation and amortization) | 599,778 | 534,823 | 508,735 |
Selling, general and administrative | 545,107 | 465,897 | 443,064 |
Depreciation and amortization | 261,372 | 268,166 | 279,831 |
Impairment expense on intangible assets | 324,145 | 130,420 | 88,792 |
Restructuring and other costs | 25,883 | 20,640 | 50,683 |
Gain on disposal of subsidiaries and other assets, net | (13,137) | (4,777) | |
Operating (loss) / income | (269,272) | 19,680 | 51,812 |
Other income / (expense), net | 239,661 | (40,805) | (13,914) |
Interest expense, net | (165,827) | (164,788) | (164,559) |
Loss before taxes | (195,438) | (185,913) | (126,661) |
Less: Income tax benefit | (85,110) | (59,199) | (16,524) |
Net loss | (110,328) | (126,714) | (110,137) |
Less: net income attributable to non-controlling interest | 626 | 1 | 61 |
Net loss attributable to the Company | (110,954) | (126,715) | (110,198) |
Net Loss | (110,328) | (126,714) | (110,137) |
Other comprehensive loss, net of tax of $0: | |||
(Loss) / gain on foreign currency translation | (1,406) | (1,817) | 3,863 |
Total comprehensive loss | (111,734) | (128,531) | (106,274) |
Less: comprehensive income attributable to non-controlling interest | 626 | 1 | 61 |
Total comprehensive loss attributable to the company | $ (112,360) | $ (128,532) | $ (106,335) |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 313,439,000 | $ 387,616,000 |
Customer accounts and other restricted cash, net of allowance for credit losses of $673 and $4,096, respectively | 1,658,279,000 | 1,376,236,000 |
Accounts receivable, net of allowance for credit losses of $8,642 and $25,035, respectively | 147,780,000 | 117,410,000 |
Settlement receivables, net of allowance for credit losses of $4,049 and $5,859, respectively | 149,852,000 | 223,083,000 |
Prepaid expenses and other current assets | 64,497,000 | 63,252,000 |
Related party receivables - current | 6,492,000 | 6,271,000 |
Contingent consideration receivable - current | 2,842,000 | 26,668,000 |
Total current assets | 2,343,181,000 | 2,200,536,000 |
Deferred tax assets | 21,926,000 | 17,669,000 |
Property, plant and equipment, net | 14,907,000 | 18,691,000 |
Operating lease right-of-use assets | 33,118,000 | 40,187,000 |
Intangible assets, net | 1,202,204,000 | 1,524,817,000 |
Goodwill | 3,650,037,000 | 3,481,816,000 |
Contingent consideration receivable - non-current | 0 | 125,107,000 |
Other assets – non-current | 1,856,000 | 508,000 |
Total assets | 7,267,229,000 | 7,409,331,000 |
Current liabilities | ||
Accounts payable and other liabilities | 211,841,000 | 231,724,000 |
Short-term debt | 10,190,000 | 15,400,000 |
Funds payable and amounts due to customers | 1,400,057,000 | 1,552,187,000 |
Operating lease liabilities – current | 8,845,000 | 8,969,000 |
Income taxes payable | 11,041,000 | 8,161,000 |
Contingent and deferred consideration payable – current | 13,673,000 | 5,820,000 |
Liability for share-based compensation – current | 3,360,000 | 0 |
Derivative financial liabilities – current | 0 | 2,651,000 |
Total current liabilities | 1,659,007,000 | 1,824,912,000 |
Non-current debt | 2,748,178,000 | 3,246,871,000 |
Related party payables – non-current | 0 | 195,228,000 |
Operating lease liabilities – non-current | 28,008,000 | 34,540,000 |
Deferred tax liabilities | 64,886,000 | 122,519,000 |
Warrant liabilities | 35,575,000 | 0 |
Derivative financial liabilities - non-current | 0 | 47,547,000 |
Liability for share-based compensation – non-current | 6,664,000 | 0 |
Contingent and deferred consideration payable – non-current | 17,142,000 | 3,742,000 |
Other liabilities – non-current | 0 | 969,000 |
Total liabilities | 4,559,460,000 | 5,476,328,000 |
Commitments and contingent liabilities | ||
Shareholder’s equity | ||
Common shares - $0.001 par value; 20,000,000,000 shares authorized and 723,715,147 shares issued and outstanding as of December 31, 2021 Share capital - $0.01 par value; 125,157,540 shares authorized, issued and outstanding as of December 31, 2020 | 723,000 | 1,252,000 |
Additional paid in capital / Share premium | 2,949,654,000 | 2,188,706,000 |
Accumulated deficit | (376,788,000) | (265,834,000) |
Accumulated other comprehensive loss | (3,825,000) | (2,419,000) |
Shareholder's equity in the Company | 2,569,764,000 | 1,921,705,000 |
Non-controlling interest | 138,005,000 | 11,298,000 |
Total shareholder's equity | 2,707,769,000 | 1,933,003,000 |
Total liabilities and shareholder’s equity | $ 7,267,229,000 | $ 7,409,331,000 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Contract with Customer, Asset, Allowance for Credit Loss, Current | $ 673 | $ 4,096 |
Accounts Receivable, Allowance for Credit Loss, Current | 8,642 | 25,035 |
Financing Receivable, Allowance for Credit Loss, Current | $ 4,049 | $ 5,859 |
Ordinary shares, Par or Stated Value Per Share | $ 0.001 | $ 0.01 |
Common Stock, Shares Authorized | 20,000,000,000 | 125,157,540 |
Common Stock, Shares, Issued | 723,715,147 | 125,157,540 |
Common Stock, Shares, Outstanding | 723,715,147 | 125,157,540 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Shares [Member] | Additional paid in capital / Share premium [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income/Loss [Member] | Shareholders' equity in the Company [Member] | Shareholders' equity in the Company [Member]Cumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2018 | $ 2,169,981 | $ 1,252 | $ 2,188,706 | $ (21,412) | $ (4,465) | $ 2,164,081 | $ 5,900 | |||
Net loss / (income) | (110,137) | (110,198) | (110,198) | 61 | ||||||
Gain (loss) on foreign currency translation, net of tax of $0 | 3,863 | 3,863 | 3,863 | |||||||
Ending balance at Dec. 31, 2019 | 2,063,707 | 1,252 | 2,188,706 | (131,610) | (602) | 2,057,746 | 5,961 | |||
Cumulative adjustment for adoption of ASC 326 Financial Instruments - Credit Losses | $ (7,509) | $ (7,509) | $ (7,509) | |||||||
Net loss / (income) | (126,714) | (126,715) | (126,715) | 1 | ||||||
Gain (loss) on foreign currency translation, net of tax of $0 | (1,817) | (1,817) | (1,817) | |||||||
Contributions from non-controlling interest holders | 5,336 | 5,336 | ||||||||
Ending balance at Dec. 31, 2020 | $ 1,933,003 | $ 1,252 | 2,188,706 | (265,834) | (2,419) | 1,921,705 | 11,298 | |||
Ending balance, shares at Dec. 31, 2020 | 125,157,540 | |||||||||
Net loss / (income) | $ (110,328) | (110,954) | (110,954) | 626 | ||||||
Gain (loss) on foreign currency translation, net of tax of $0 | (1,406) | (1,406) | (1,406) | |||||||
Contributions from non-controlling interest holders | 26,000 | 26,000 | ||||||||
Contribution from Topco | 1,648 | 1,648 | 1,648 | |||||||
Capital injection in Legacy Paysafe | 10,694 | 10,692 | 10,694 | |||||||
Capital Injection In Legacy Paysafe Shares | 2,000 | |||||||||
Shared based compensation | 90,007 | 90,007 | 90,007 | |||||||
Share issuance, net of transaction expenses (See Note 2) | 1,848,278 | $ 200 | 1,848,078 | 1,848,278 | ||||||
Capital reorganization (See Note 2) | (2,448,800) | (921) | (2,447,879) | (2,448,800) | ||||||
Merger recapitalization (See Note 2) | 1,358,672 | 190 | 1,258,401 | 1,258,591 | 100,081 | |||||
Shares issued upon warrants exercised | 1 | 1 | 1 | |||||||
Ending balance at Dec. 31, 2021 | $ 2,707,769 | $ 723 | $ 2,949,654 | $ (376,788) | $ (3,825) | $ 2,569,764 | $ 138,005 | |||
Ending balance, shares at Dec. 31, 2021 | 723,715,147 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Cash flows from operating activities | ||||||
Net Loss | $ (110,328) | $ (126,714) | $ (110,137) | |||
Adjustments for non-cash items: | ||||||
Depreciation and amortization | 261,372 | 268,166 | 279,831 | |||
Unrealized foreign exchange loss / (gain) | 4,383 | (5,450) | 197 | |||
Deferred tax benefit | (96,993) | (61,142) | (27,417) | |||
Interest expense / (income), net | 74,282 | 12,492 | (2,899) | |||
Share based compensation | 101,770 | |||||
Other (income) / expense, net | (232,539) | 21,957 | 7,904 | |||
Impairment expense on intangible assets | 324,145 | 130,420 | 88,792 | |||
Allowance for credit losses and other | 15,102 | 54,217 | 52,044 | |||
Gain on disposal of subsidiaries and other assets, net | 0 | (13,137) | (4,777) | |||
Non-cash lease expense | 9,523 | 10,562 | 11,518 | |||
Movements in working capital: | ||||||
Accounts receivable, net | (42,592) | (46,493) | (30,955) | |||
Prepaid expenses, other current assets, and related party receivables | 3,456 | 18,171 | (2,186) | |||
Settlement receivables, net | 58,896 | 37,640 | (44,081) | |||
Accounts payable, other liabilities, and related party payables | (25,733) | (27,767) | (250) | |||
Funds payable and amounts due to customers | (95,890) | 135,037 | 85,067 | |||
Income tax payable / (receivable) | (24,386) | 1,150 | (13,604) | |||
Net cash flows provided by operating activities | 224,468 | 409,109 | 289,047 | |||
Cash flows from investing activities | ||||||
Purchase of property, plant & equipment | (5,616) | (5,386) | (9,657) | |||
Purchase of merchant portfolios | (63,906) | (21,047) | (89,441) | |||
Purchase of other intangible assets | (78,227) | (60,486) | (61,005) | |||
Acquisition of businesses, net of cash acquired | (263,520) | (9,180) | ||||
Net cash inflow (outflow) on disposal of subsidiaries | 44,877 | (454) | ||||
Net cash flows used in investing activities | (411,269) | (51,222) | (160,557) | |||
Cash flows from financing activities | ||||||
Net cash inflow from reorganization and recapitalization | 1,167,874 | |||||
Payment of equity issuance costs | (151,722) | |||||
Proceeds from loans and borrowings | 2,962,112 | 270,481 | 189,802 | |||
Repayment of loans and borrowings | (3,433,206) | (361,991) | (128,789) | |||
Cash outflow on foreign exchange forward contract | (6,504) | |||||
Payment of refinancing costs | (7,077) | |||||
Proceeds under line of credit | 600,000 | 353,867 | 74,363 | |||
Repayments under line of credit | (600,000) | (328,230) | (50,000) | |||
Payments under derivative financial instruments | (48,457) | (3,907) | (6,662) | |||
Contingent consideration received | 7,942 | |||||
Contingent consideration paid | (7,681) | (5,689) | (6,037) | |||
Net cash flows provided by / (used in) financing activities | 483,281 | (75,469) | 72,677 | |||
Effect of foreign exchange rate changes | (88,614) | 99,073 | (15,756) | |||
Increase / (decrease) in cash and cash equivalents, including customer accounts and other restricted cash, net during the year | 207,866 | 381,491 | 185,411 | |||
Cash and cash equivalents, including customer accounts and other restricted cash, net at beginning of the year | [1] | 1,763,852 | 1,382,361 | 1,199,738 | ||
Cash and cash equivalents, including customer accounts and other restricted cash, net at end of the year | 1,971,718 | 1,763,852 | [1] | 1,382,361 | [1] | |
Supplemental cash flow disclosures: | ||||||
Cash paid for interest | 91,545 | 154,373 | 167,458 | |||
Cash paid for Income taxes, net | 36,269 | 793 | 24,497 | |||
Cash and cash equivalents | 313,439 | 387,616 | 234,617 | |||
Customer accounts and other restricted cash, net | 1,658,279 | 1,376,236 | 1,150,532 | |||
Total cash and cash equivalents, including customer accounts and other restricted cash, net | $ 1,971,718 | $ 1,763,852 | $ 1,385,149 | |||
[1] | Cash and cash equivalents, including customer accounts and other restricted cash, as of January 1, 2020 decreased by $ 2,788 as a result of the cumulative-effect adjustment to Customer accounts and other restricted cash for the adoption of the ASC 326 Financial Instruments - Credit Losses (See Note 1). |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Jan. 01, 2020USD ($) |
Statement Of Cash Flows [Abstract] | |
Cash and cash equivalents, including customer accounts and other restricted cash | $ 2,788 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of presentation and summary of significant accounting policies Description of the Business and Basis of Presentation In these Consolidated Financial Statements and related notes, Paysafe Limited and its consolidated subsidiaries are referred to collectively as “Paysafe,” “‘we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms. Paysafe Limited was originally incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of acquiring Foley Trasimene Acquisition Corp. II (“FTAC”). FTAC was originally incorporated in the State of Delaware on July 15, 2020 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar transaction with one or more businesses. FTAC completed its Initial Public Offering (“IPO”) in August 2020. On December 7, 2020, Paysafe Limited, FTAC, Merger Sub Inc., (a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “Merger Sub”), Paysafe Bermuda Holding LLC (a Bermuda exempted limited liability company and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “LLC”), Pi Jersey Holdco 1.5 Limited (a private limited company incorporated under the laws of Jersey, Channel Islands on November 17, 2017, herein referred to as “Legacy Paysafe” or “Accounting Predecessor”), and Paysafe Group Holdings Limited (a private limited company incorporated under the laws of England and Wales, herein referred to as “PGHL”), entered into a definitive agreement and plan of merger which was consummated on March 30, 2021. This is further discussed in Note 2 under Reorganization and Recapitalization (the “Transaction”). In connection with the Transaction, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Prior to the Transaction, Legacy Paysafe was a direct, wholly owned subsidiary of Paysafe Group Holdings Limited and was primarily owned by funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”). This ownership was through the ultimate parent entity, Pi Jersey Topco Limited (“Topco” or the “Ultimate Parent”), who directly wholly owns PGHL. As a result of the Transaction, Legacy Paysafe is a wholly owned subsidiary of the Company. Subsequent to the Transaction, Topco, CVC and Blackstone retain ownership in the Company. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) . COVID-19 Impacts In March 2020, an outbreak of a novel strain of the coronavirus (referred to as COVID-19) occurred and developed such that on March 11, 2020, the World Health Organization has characterized the outbreak as a pandemic. As a result of the COVID-19 pandemic, we experienced slowed growth or decline in new demand for our products and services and lower demand from our existing merchants, which contributed, in part, to intangible impairments and an increase in expected credit losses in the prior year. The Company continues to revise and update the carrying values of its assets or liabilities based on estimates, judgments and circumstances of which it is aware. While the COVID-19 pandemic continues to have ongoing global effects, for the year ended December 31, 2021, there have been no material impacts on our estimates, but facts and circumstances could change and impact our estimates and affect our results of operations in future periods. Principles of consolidation The accompanying consolidated financial statements for the year ended December 31, 2021 include the accounts of the Company, and its subsidiaries after giving effect to the transaction with FTAC completed on March 30, 2021. The comparative financial information for the years ended December 31, 2020 and 2019 is based upon the accounts of Pi Jersey Holdco 1.5 Limited as included on Form 20-F filed on April 1, 2021, prior to giving effect to the Transaction. Prior to the Transaction, Paysafe Limited had no material operations, assets or liabilities. All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The Company’s significant estimates relate to allocation of the purchase price paid for acquired businesses, revenue recognition, impairment testing of goodwill and intangible assets, credit losses, income taxes, and litigation provision. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Variable Interest Entities A variable interest entity (“VIE”) is an entity in which the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company has a variable interest in Skrill USA, a company that provides digital wallet services to U.S. customers. Under the terms of a 2015 agreement for the sale and purchase of the original family of Skrill-related entities, Skrill USA was fully separated from Paysafe ownership as a result of U.S. regulatory considerations. Skrill Ltd, an entity of Paysafe, has a market support arrangement which supports the business and operations of Skrill USA for the purpose of expanding the Skrill brand and business in the U.S. market. In addition, Skrill Ltd and Optimal Payment Services Inc., both Paysafe entities, have an outsourcing arrangement with Skrill USA for a license to offer money transfer and related services in the U.S. market. Through these arrangements, the Company assumes all or a portion of the risk and cost of the operations of Skrill USA representing a variable interest. These arrangements also provide the Company with economic interest in Skrill USA, as well as implied power in making significant decisions through its partnerships with certain products, overall strategic advice, operating support, and use of Company technology. As a result, Skrill USA was determined to be a VIE and the Company deemed the primary beneficiary. The assets, liabilities, and results of operations of Skrill USA are consolidated in the Company's consolidated financial statements. However, as the Company has no direct equity ownership in Skrill USA, 100 % of the equity (net assets) and results of operations are presented as a non-controlling interest in the Company’s consolidated financial statements. N on-controlling interests include the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. During January 2022, the Company completed its agreement with Skrill-related entities by which it acquired 100 % of the equity interest of Skrill USA. As a result, Skrill USA will be accounted for as a wholly owned subsidiary and will no longer represent a VIE or non-controlling interest to the Company subsequent to December 31, 2021. The change in ownership will be accounted for as an equity transaction, with no gain or loss recognized, and the carrying amount of the non-controlling interest will be adjusted to reflect the change in ownership interest. Customer accounts and other restricted cash, net Under the Company’s regulatory requirements, the Company is required to safeguard customer funds that have been received either in exchange for electronic money (“e-money”) issued or within the transaction settlement cycle to merchants. Such amounts are recorded in Customer accounts and other restricted cash in our Consolidated Statements of Financial Position, as described below. Depending on the underlying regulations, the Company may satisfy these safeguarding requirements by either placing qualifying liquid assets in a segregated bank account, by insuring the funds with an authorized insurer or by obtaining guarantees from authorized credit institution. Customer accounts and other restricted cash include cash on hand and liquid investments with a maturity of three months or less when purchased. As of December 31, 2021, $ 387,456 of cash held in escrow related to the draw down of the USD Incremental Term Loan is presented within "Customer accounts and other restricted cash." This cash was restricted from use until the completion of the SafetyPay acquisition which completed in the first quarter of 2022 (See Note 19). This has been presented as a financing inflow in the Consolidated Statements of Cash Flows. Settlement receivables, net Settlement receivables, net include balances arising from timing differences in the Company's settlement process between the cash settlement of a transaction and the recognition of the associated liability (for example, liabilities to customers and merchants). These balances mainly arise in the Digital Commerce segment. When customers fund their digital wallet account using their bank account or a credit card or debit card, there is a clearing period before the cash is received or settled, usually within 5 business days. Settlement receivables, net also includes receivables from distribution partners within Digital Commerce. These receivables represent amounts collected by the distribution partners in exchange for the issuance of a prepaid payment voucher, prior to settlement with the Company. The Company had settlement receivables, net from the following parties: As of December 31, 2021 2020 Third party payment processors $ 78,058 $ 127,619 Distribution partners 71,794 95,464 Total $ 149,852 $ 223,083 Settlement receivables are initially measured at fair values and subsequently measured at their amortized cost less allowance for credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. Accounts receivable Accounts receivable includes receivables mainly from US Acquiring merchants that represent processing revenues earned but not yet collected. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. Accounts receivable are classified as current assets if receipts are due within one year or less. If not, they are presented as non-current assets. Accounts receivable, net including receivables from payment processing merchants that represent processing revenues earned but not yet collected, are initially measured at fair value and subsequently measured at their amortized cost less allowance for expected credit losses. Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. The Company adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , on January 1, 2020. We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, merchant risk profiles, and relevant macro-economic factors. Financial assets are presented net of the allowance for credit losses in the Consolidated Statements of Financial Position. The allowance for credit losses related to financial guarantees and merchant overdrafts are recorded as a liability and included within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of “Selling, general and administrative” in the Consolidated Statements of Comprehensive Loss. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. Prior to the adoption of ASU 2016-13, credit losses on these financial assets were recognized when an occurrence was deemed to be probable. Credit risk characteristics and concentration Customer accounts and other restricted cash are deposited with different banking partners with a variety of credit ratings and credit exposure are regularly monitored and managed by the Company’s Safeguarding and Treasury Committee ("STC"). Management considers the risk of loss from these financial instruments to be low. Settlement receivables primarily relate to receivables from third party payment institutions arising in both the Company's US Acquiring and Digital Commerce businesses, as well as receivables from distribution partners arising in the Company's Digital Commerce business. These receivables are closely monitored on a regular basis and are not considered to give rise to material credit risk. The Digital Commerce business utilizes insurance and credit limits with its distribution partners to limit its overall gross exposure. Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral usually in the form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Company to cover unpaid receivables). Accounts Receivable balances are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants which are geographically widespread and the merchants active in various industries, the exposure to concentration risk is also mitigated. The global credit risk framework allows the Company to forecast under normal business conditions the probability of the occurrence of credit events before they occur. Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and controls relating to customer credit risk management. The Company issues financial guarantee contracts to its sponsor banks mainly within its US Acquiring business for which the Company is exposed to losses from potential chargeback claims. A significant portion of the Company’s exposure to credit risk arises from the threat of chargeback claims against Paysafe directly or Paysafe merchants on card purchases. Chargebacks result in credit exposure to Paysafe when either the merchant or other partners become bankrupt or are otherwise unable to meet their financial obligation. The Company manages the exposure to credit risk by employing various online identification verification techniques, enacted transaction limits, reserves or guarantees held and a number of credit risk management and monitoring tools such as an internally developed credit risk calculator, early warning system and daily credit agency and other third party alerts where potential signs of financial stress on merchants and partners are flagged. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment loss. Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years Depreciation expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Consolidated Statements of Comprehensive Loss. Leases The Company determines whether an arrangement is a lease at inception. The Company has operating leases for offices, data centers, and corporate apartments. Leases have remaining lease terms of less than one year to ten years , some of which have the option to extend the lease term for an additional five years. Certain leases also include the option to terminate the lease within one year. We recognize lease extension and termination options that we are reasonably certain to exercise when determining the lease term used to establish our right-of-use assets and lease liabilities. As of December 31, 2021 and 2020 the Company is not aware of any unrecognized leases. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise, fixed lease payments (including in-substance fixed payments) less any lease incentives received and receivable, and variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date. During the years ended December 31, 2021, 2020 and 2019 the amount of variable lease expense incurred was no t significant. The right-of-use asset is initially measured at the amount equal to the lease liability, adjusted for any lease payments made at or before lease commencement, lease incentives and any initial direct costs. Subsequently, the right-of-use asset is subject to amortization which is recognized on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative”. The lease liabilities are presented as separate lines in the Consolidated Statements of Financial Position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The interest on the lease liability is recognized in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative”. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. • When a lease term has changed or been modified, variable lease payments that depend on an index or a rate shall be remeasured using the index or rate as of the date the remeasurement is required. Finite-lived intangible assets Acquired computer software is stated at cost less accumulated amortization and accumulated impairment losses. Other intangible assets, including customer relationships and brands that are acquired by the Company and have finite useful lives, are recognized at fair value at the acquisition date and amortized using the straight-line method over the estimated useful life of the intangible asset. Amortization expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” In addition to customer relationships that are derived from the acquisition of a business, customer relationships also include acquisitions of merchant portfolios. An intangible asset is recorded for the acquisition of the merchant portfolio when: 1) the merchant portfolio acquired is identifiable and has a contract in place that provides the rights and obligations related to the merchant relationship, 2) the legal rights to future revenues from the acquired merchant portfolios can be obtained, and 3) future economic benefits will be generated from the merchant portfolio. Customer relationships relating to acquisitions of merchant portfolios are initially measured at their acquisition date fair values and subsequently measured at carrying amount less accumulated amortization and accumulated impairment losses. On occasion, the cost of a merchant portfolio will include both an initial (“up-front”) and a contingent element of the consideration. The Company assesses the fair value of the contingent consideration at each reporting period and any adjustments are recognized as an adjustment to the cost of the asset. In estimating the useful lives of customer relationships, the Company considers the expected use of the asset; legal, regulatory and contractual provisions; historical attrition rates of the customer relationships, as well as the Company’s historical experience in renewing or extending similar customer relationships; and economic factors. Management reassesses the estimated useful lives of our intangible assets on an annual basis. See Note 6 for further information. Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 20 years Software development costs The Company develops software that is used in providing services to customers. Costs incurred during the preliminary project stage are expensed as incurred. Capitalization of costs begins when both of the following occur: 1) the preliminary project stage is completed, and 2) management, with the relevant authority, authorizes and commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization of costs ceases when the software is substantially complete and ready for its intended use. Capitalized costs include payroll and payroll-related costs, including external consulting fees. Capitalized costs incurred to develop software for internal use are amortized on a straight-line basis over an estimated useful life of three to ten years and are recorded as “Depreciation and amortization” on the Consolidated Statements of Comprehensive Loss. Costs related to maintenance of internal use software are expensed as incurred. Expenses for research and development activities (except for certain computer software and web site development costs) are expensed as incurred unless the expenditure relates to an item with an alternative future use. Research and development expense for the year ended December 31, 2021, 2020 and 2019 was $ 8,574 , $ 7,952 and $ 11,748 , respectively. Impairment of finite-lived intangible and long-lived assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable. When factors indicate that these assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded as “Impairment expense on intangible assets” within the Consolidated Statements of Comprehensive Loss. Fair values are determined based on a discounted cash flow analysis . The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of long-lived assets and finite-lived intangible assets may warrant revision. See Note 6 for further information regarding the Company’s impairment review of finite-lived intangible assets. Goodwill Goodwill is required to be allocated to reporting units which are either (1) an operating segment or (2) components of an operating segment that are one level below and for which discrete financial information is prepared and regularly reviewed by segment management. The Company considers its reporting units to be at the operating segment level for US Acquiring and one level below for Digital Commerce. Goodwill is tested for impairment at a minimum on an annual basis on October 1; and more frequently when there is an indicator of impairment. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit is based on a discounted cash flow model involving several assumptions. When appropriate the Company considers assumptions a hypothetical marketplace participant would use in estimating future cash flows. See Note 5 for further information. Business combinations The Company performs a two-step analysis to determine whether a transaction will be considered as the acquisition of a business or the acquisition of an asset. Firstly, an initial screening test is performed, which determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identified assets. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. Asset acquisition is accounted for using a cost accumulation model. The acquired assets including related transaction costs are recorded at cost when cash consideration is used. If the consideration is non-cash, then the recording of the assets is based on the fair value of the assets acquired. Direct and incremental acquisition costs are included in the cost of the acquisition. Contingent consideration that is accounted for as a derivative is recognized at fair value. Otherwise, such consideration generally is recognized when it becomes probable and reasonably estimable. Any excess of the cost of the acquisition over the fair value of the net assets acquired is allocated to assets on the basis of relative fair values. Goodwill is not recognized. Asset acquisitions generally consist of the purchase of merchant portfolios which are accounted for as intangible assets. Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange for control of the acquiree. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value. Goodwill is measured as the excess of the sum of the consideration transferred over the net of the acquisition date amounts of the identifiable assets and liabilities assumed. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Payments related to contingent consideration made on or within three months of the business combination date is viewed as an extension of the business combination, and such payments are classified as investing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) less payments made on or within three months of the business combination date are classified as financing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date that exceed those classified as financing activities are classified as operating activities in the Consolidated Statements of Cash Flows. Funds Payable and Amounts Due to Customers The Company recognizes a liability upon the issuance of e-money to its customers and merchants equal to the amount of electronic money that has been issued. In addition, where the Company is in the flow of funds in the transaction settlement cycle, a liability is recognized for the amount to be settled to merchants. These amounts are presented as “Funds payable and amounts due to customers” in the Company’s Consolidated Statements of Financial Position. Revenue recognition The Company has prepared these financial statements under Accounting Standard Codification (“ASC”) 606, Revenue From Contracts With Customers and ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (collectively referred to as the “Revenue Standard”). The Revenue Standard provides a five-step framework to determine when and how revenue is recognized, based on the core principle that revenue is recognized to depict the transfer of 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 Revenue Standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company provides payment solutions through two primary lines of business: US Acquiring and Digital Commerce. The US Acquiring revenue streams are earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Commerce revenue streams are almost entirely derived from charging merchants’ fees for allowing payments on their platforms using our products or from charging customers on a transactional basis for using our services. Due to the concentration of e |
Reorganization and Recapitaliza
Reorganization and Recapitalization (the "Transaction") | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Reorganization and Recapitalization (the "Transaction") | 2. Reorganization and Recapitalization (the “Transaction”) On December 7, 2020, Paysafe Limited, FTAC, Merger Sub, Paysafe Bermuda Holding LLC, Legacy Paysafe and PGHL entered into a definitive agreement and plan of merger to effectuate the Transaction which was completed on March 30, 2021. In order to effectuate the Transaction, PGHL created a newly formed wholly owned entity, Paysafe Limited, which acquired all of the shares of the Accounting Predecessor on March 30, 2021. Immediately following the acquisition of the Accounting Predecessor’s shares, Paysafe Limited merged with FTAC, which was effectuated through a merger between Merger Sub and FTAC. Merger Sub is a newly formed wholly owned subsidiary of Paysafe Limited. FTAC survived the merger. The Accounting Predecessor and FTAC are indirect wholly owned subsidiaries of Paysafe Limited following the Transaction. Prior to the Transaction, Paysafe Limited had no material operations, assets or liabilities. The acquisition of the Accounting Predecessor was accounted for as a capital reorganization whereby Paysafe Limited was the successor to Pi Jersey 1.5 Holdco Limited. The capital reorganization was immediately followed by the merger with FTAC. As FTAC was not recognized as a business under GAAP given it consisted primarily of cash held in a trust account, the merger was treated as a recapitalization. Under this method of accounting, the ongoing financial statements of Paysafe Limited reflect the net assets of the Accounting Predecessor and FTAC at historical cost, with no additional goodwill recognized. The Accounting Predecessor was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: (i) the Accounting Predecessor’s shareholder group has the largest portion of relative voting rights in Paysafe Limited; (ii) the Accounting Predecessor was significantly larger than FTAC by total assets and total cash and cash equivalents; (iii) the senior management team of the Accounting Predecessor are continuing to serve in such positions with substantially similar responsibilities and duties at Paysafe Limited following consummation of the Transaction; and (iv) the purpose and intent of the Transaction was to create an operating public company, with management continuing to use the Paysafe platform to grow the business. In connection with the Transaction, Paysafe Limited, PGHL and FTAC entered into subscription agreements with certain investors (the “PIPE Investors”). Simultaneously with the consummation of the Transaction, Paysafe Limited issued to the PIPE Investors 200,000,000 shares of common stock at a price of $ 10.00 per share for aggregate gross proceeds of $ 2,000,000 . The Company incurred direct and incremental costs of approximately $ 151,722 related to the Transaction, consisting primarily of advisory, banking, printing, legal, and accounting fees, which were recorded to “Additional paid-in capital” as a reduction of these share issuance proceeds (collectively “Share issuances, net of proceeds”). Paysafe Limited acquired from PGHL all of the Accounting Predecessor’s shares in exchange for cash consideration of $ 2,448,799 and share consideration of 333,419,924 common shares (“Capital reorganization”). The FTAC merger was completed by: (i) Paysafe Bermuda Holdings LLC issuing 20,893,780 LLC membership equity interests (“LLC Units”) in exchange for the FTAC Founder’s FTAC Class C shares outstanding immediately prior to the Transaction; (ii) Paysafe Limited issuing 190,292,458 common shares in exchange for the FTAC’s shareholders shares outstanding immediately prior to the Transaction; and (iii) Paysafe Limited assuming the FTAC’s warrants outstanding immediately prior to the Transaction, consisting of 48,901,025 public warrants (the “Public Warrants”) and 5,000,000 private warrants (the “Private Warrants”), which were modified to entitle the holder to acquire, on the same terms, Company common shares instead of FTAC common stock (the “Warrants”) (collectively, “Merger recapitalization”). The cash flows related to these activities have been classified as “Net cash inflow from reorganization and recapitalization” within the Consolidated Statements of Cash Flows, consisting of cash outflows related to the cash consideration for the Pi Jersey acquisition of $ 2,448,799 , offset by the $ 1,616,673 in net proceeds from the merger with FTAC and $ 2,000,000 in proceeds from the share issuance. Non-controlling interest The LLC units contain an exchange right which entitles the FTAC Founder to exchange its LLC Units for, at the option of the LLC, cash or shares of Paysafe Limited (the “Exchange right”). The Exchange Right cannot be exercised until 12 months after the Transaction. Thereafter, it can be exercised at any time up until the fifth year following the close of the Transaction; at which time the LLC Units would be mandatorily exchangeable into cash or shares at the LLC’s option. The Exchange Right is considered embedded in the LLC Units, which represent an equity host contract, as it cannot be exercised separately from the LLC units. As the Exchange Right can be settled by the Company in its own shares, it is considered clearly and closely related to the LLC Units, and therefore is not considered an embedded derivative to be accounted for separately. The LLC Units are accounted for as permanent equity and presented as non-controlling interest, as they are held by the FTAC Founder and entitle it to participate in tax distributions. On initial recognition, the non-controlling interest was recorded at the value of the FTAC Class C shares that the LLC received in exchange for the LLC Units it issued to the FTAC Founder. Immediately prior to the Transaction, the FTAC Founder held FTAC warrants that were exchanged for the FTAC Class C shares. As such, the value of the FTAC Class C shares was based on the value of such warrants, which was calculated based on the publicly listed trading price of the Warrants (NYSE: PSFE.WS) at the Transaction date. Subsequently, the non-controlling interest amount varies based on the LLC’s tax distributions attributable to the FTAC Founder. Warrants The Warrants represent the right to purchase one share of the Company’s common shares at a price of $ 11.50 per share. The Warrants became exercisable on August 21, 2021 and will expire on the fifth anniversary of the Transaction, or upon an earlier redemption. Refer to Note 1 for initial recognition and subsequent measurement of the Warrants. As of December 31, 2021, the Private Warrants, valued at $ 3,300 , were held by a related party. Share based compensation Certain employee equity-based awards issued by the Accounting Predecessor included performance conditions that vested upon a qualifying Exit Event (defined as an IPO whereby Blackstone and CVC retain less than 50 % of the B ordinary shares they held immediately prior to the IPO through one or multiple transactions, winding-up or completion of a sale), which was not deemed probable in prior periods. These awards vested in connection with the completion of the Transaction, resulting in the full recognition of share-based compensation for the year ended December 31, 2021, which is included in “Selling, general and administrative” on the Consolidated Statements of Comprehensive Loss. In addition, these awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco’s A ordinary shares and B ordinary shares, the awardees received Paysafe Limited common shares as well as Topco’s shares. The modification resulted in a change in the classification of the modified awards, with the Topco shares being accounted for as a liability-classified share-based payment award under ASC 718 as they will be settled in cash. The corresponding liability was measured at fair value at the modification date (i.e. the Transaction date), and subsequently it will be remeasured at fair value at each reporting date, with changes in its value reported as share-based compensation expense. The awards settled in Paysafe Limited common shares continue to be accounted for as equity-based awards. For the year ended December 31, 2021, the Company recognized $ 101,770 of share-based compensation, of which $ 71,630 related to these awards that vested upon completion of the Transaction and $ 6,550 related to their modification and subsequent remeasurement. The majority of the remaining share-based compensation relates to restricted stock units granted under the 2021 Plan (see Note 16). In connection with the modification described above, an initial share-based compensation liability of $ 13,124 was recognized with $ 5,123 reclassified from “Additional paid in capital” and the remainder expensed in the current period. During the year ended December 31, 2021, the liability was reduced by fair value adjustments of $ 1,452 and the redemption of a certain number of shares for $ 1,648 which was accounted for as a capital contribution from Topco. At December 31, 2021, the share-based compensation liability was $ 10,024 which is classified as a current or non-current liability within the Consolidated Statements of Financial Position based on the expected timing of the redemption of shares. Repayment of debt In connection with the Transaction, certain third-party debt was settled in cash in the first quarter. The Company repaid $ 416,700 and € 204,500 under the USD First Lien Term Loan and EUR First Lien Term Loan, respectively, and fully repaid the second lien term loan facility which consisted of a $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). Both debt repayments occurred contemporaneously with the closing of the Transaction. As a result, the Company expensed capitalized debt fees of $ 21,724 , which are included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss. Refer to Note 9 for further information on all debt transactions. Preference Shares We have authorized 2,000,000,000 shares in the Company that have not yet been issued, the rights and restrictions attached to which are not defined by the Company bylaws. Pursuant to the Company bylaws, preference shares may be issued by the Company from time to time, and the Company Board is authorized (without any requirement for further shareholder action) to determine the rights, preferences, powers, qualifications, limitations and restrictions attached to those shares. |
Net Loss per Share Attributable
Net Loss per Share Attributable to the Company | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to the Company | 3. Net loss per share attributable to the Company The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to the Company. The weighted average shares calculation for the year ended December 31, 2021 reflects the outstanding common shares of Paysafe Ltd from the closing date of the Transaction. The historical outstanding shares of the Accounting Predecessor prior to the Transaction have been recast from amounts previously presented for comparability purposes (See Note 2). The Company uses the treasury stock method of calculating diluted net loss per share attributable to the Company. For the years ended December 31, 2021, 2020 and 2019, we excluded all potentially dilutive restricted stock units and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share attributable to the Company. Year ended December 31, 2021 2020 2019 Numerator Net loss attributable to the Company - basic $ ( 110,954 ) $ ( 126,715 ) $ ( 110,198 ) Net loss attributable to the Company - diluted $ ( 110,954 ) $ ( 126,715 ) $ ( 110,198 ) Denominator Weighted average shares – basic 723,712,602 723,712,382 723,712,382 Weighted average shares – diluted 723,712,602 723,712,382 723,712,382 Net loss per share attributable to the Company Basic $ ( 0.15 ) $ ( 0.18 ) $ ( 0.15 ) Diluted $ ( 0.15 ) $ ( 0.18 ) $ ( 0.15 ) |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxation | 4. Taxation In accordance with ASC Topic 740, Income Taxes , (“ASC 740”) income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax liabilities and assets, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. Deferred tax assets and liabilities are established using the enacted statutory tax rates and are adjusted for any changes in such rates in the period of change. Income tax benefit The components of loss before taxes for the year ended December 31, 2021, 2020 and 2019 consisted of the following: For the Year Ended December 31, 2021 2020 2019 United Kingdom $ ( 447,808 ) $ ( 83,049 ) $ ( 28,289 ) United States ( 73,789 ) ( 177,582 ) ( 139,950 ) Foreign Other 326,159 74,718 41,578 Loss from operations before taxes $ ( 195,438 ) $ ( 185,913 ) $ ( 126,661 ) Income tax benefit comprises current and deferred tax. Current tax and deferred tax are recognized in the Consolidated Statements of Comprehensive Loss except to the extent that they relate to a business combination or items recognized directly in equity or in other comprehensive income. The income tax benefit consists of the following: For the Year Ended December 31, 2021 2020 2019 Current: United Kingdom $ ( 4,364 ) $ ( 1,041 ) $ ( 1,363 ) United States ( 25,926 ) ( 16,698 ) ( 2,189 ) Foreign Other 42,173 19,682 14,445 Total 11,883 1,943 10,893 Deferred: United Kingdom ( 90,345 ) ( 3,664 ) ( 9,659 ) United States 4,468 ( 42,911 ) ( 4,904 ) Foreign Other ( 11,116 ) ( 14,567 ) ( 12,854 ) Total ( 96,993 ) ( 61,142 ) ( 27,417 ) Income tax benefit $ ( 85,110 ) $ ( 59,199 ) $ ( 16,524 ) The effective tax rate for the years ended December 31, 2021, 2020 and 2019 was 43.5 %, 31.8 % and 13.0 %, respectively. The reconciliation of the statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2021 2020 2019 United Kingdom corporate tax rate 19.0 % 19.0 % 19.0 % Changes in respect of prior periods 8.2 % 11.1 % 14.2 % Rate change 1.8 % ( 5.7 )% — Expenses not deductible for tax purposes ( 9.4 )% — ( 3.3 )% Gains and losses not subject to income tax 0.6 % — 1.6 % Movement in deferred tax not recognized 1.4 % ( 2.5 )% ( 26.7 )% Tax losses not recognized — 0.5 % ( 6.0 )% Foreign income taxed at different rates 21.3 % 6.8 % 13.4 % Other 0.6 % 2.6 % 0.8 % Effective tax rate 43.5 % 31.8 % 13.0 % Uncertain tax positions Accounting for taxes involves some estimation because the tax law is uncertain, and the application requires a degree of judgment, which authorities may dispute. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. The Company establishes reserves for uncertain tax positions where appropriate, based on amounts expected to be paid to the tax authorities. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows: For the Year Ended December 31, 2021 2020 2019 Beginning unrecognized tax benefits $ 18,784 $ 24,593 $ 25,660 Increases related to prior year tax positions 4,451 1,956 651 Decreases related to prior year tax positions ( 3,912 ) ( 8,034 ) ( 1,036 ) Increases related to current year tax provisions 589 286 921 Decreases related to current year tax positions ( 1,013 ) ( 17 ) ( 143 ) Decreases related to settlement with tax authorities ( 2,155 ) — ( 1,460 ) Closing unrecognized tax benefits $ 16,744 $ 18,784 $ 24,593 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate for the years ended December 31, 2021, 2020 and 2019 is $ 16,744 , $ 18,784 and $ 24,593 , respectively, which is recorded within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position (See Note 11). This is the amount held in respect of uncertain tax positions across all jurisdictions for all periods where the statutes of limitation have not closed. The Company classifies interest and penalties on income taxes as a component of the provision for income taxes. The total amount of interest and penalties accrued as of December 31, 2021 was $ 1,276 and $ 166 , respectively, and as of December 31, 2020 were $ 2,677 and $ 390 , respectively, and as of December 31, 2019 were $ 3,286 and $ 631 , respectively. There are no events anticipated within the next 12 months that would significantly increase or decrease the total amount of unrecognized tax benefits. We conduct business globally and file income tax returns in the United Kingdom, United States and other foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities around the world. The Company is no longer subject to income tax examinations by tax authorities in the United Kingdom, United States and other foreign jurisdictions for tax years before 2014. Recognition of deferred tax assets and liabilities Deferred tax assets and liabilities reflect the effect of the differences between the financial reporting and income tax bases of assets and liabilities based on tax rates (and laws) enacted by the balance sheet date and which are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled. The realization of deferred tax assets is dependent on generating sufficient taxable income in future periods in which the tax benefits are deductible or creditable. We review the realization of deferred tax assets at each reporting date by estimating future taxable income of the relevant group entities. A valuation allowance is provided in respect of those assets where we do not expect to realize a benefit. All available evidence is considered in determining the amount of the required valuation allowance using a “more likely than not” threshold. Our assessment considers both positive and negative evidence and the extent to which that evidence can be objectively verified. Such evidence includes: (i) net earnings or losses in recent years; (ii) the likelihood of future, sustainable net earnings; (iii) the carry forward periods of tax losses and the impact of relevant reversing temporary differences; and (iv) any available tax planning strategies. Income and foreign withholding taxes have not been recognized on the excess of the amount included for financial reporting purposes over the tax basis of investments in foreign subsidiaries in Austria, Canada and the United States on the basis that they are indefinitely reinvested. For these territories where the indefinite investment criteria is satisfied, the amounts becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. As of December 31, 2021, 2020 and 2019, the amount of such taxable temporary differences totaled $ 811,957 , $ 651,851 and $ 861,875 , respectively, and the amount of any unrecognized deferred income tax liability on this temporary difference is $ 2,441 , $ 4,042 and $ 2,541 , respectively. For our domestic subsidiaries in the United Kingdom, the Company has no intention of remitting earnings and/or no withholding tax would be imposed and therefore no deferred tax has been provided. The principal components of deferred tax were as follows: For the Year Ended December 31, 2021 2020 Deferred tax assets: Property and equipment $ 9,043 $ 9,296 Intangible assets 50,634 42,379 Carry forward tax losses 129,994 105,648 Excess interest carry forward 77,049 55,015 Accrued and unpaid expenses 13,094 16,694 Financial instruments 14,943 10,495 Other 9,298 16,766 Total deferred tax assets 304,055 256,293 Valuation allowance ( 51,976 ) ( 57,043 ) Net deferred tax assets 252,079 199,250 Deferred tax liabilities: Property and equipment ( 1,857 ) ( 2,246 ) Intangible assets ( 287,278 ) ( 294,489 ) Other ( 5,904 ) ( 7,365 ) Total deferred tax liabilities ( 295,039 ) ( 304,100 ) Net deferred tax liabilities $ ( 42,960 ) $ ( 104,850 ) Accounting for income taxes under U.S. GAAP requires that individual tax-paying entities offset all deferred tax assets and liabilities within each particular tax jurisdiction and present them net as non-current in the Statement of Consolidated Financial Position. As of December 31, 2021, $ 230,153 of the $ 252,079 deferred tax assets arose in the same taxable entities or consolidated tax groups as deferred tax liabilities where there is a legally enforceable right to offset current tax assets against current tax liabilities. As of December 31, 2020, $ 181,581 of the $ 199,250 deferred tax assets arose in the same taxable entities or consolidated tax groups as deferred tax liabilities where there is a legally enforceable right to offset current tax assets against current tax liabilities. Therefore, the net differences of $21,926 and $ 17,669 are reflected as “Deferred tax assets” within the Consolidated Statements of Financial Position as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the gross deferred tax liability of $ 295,039 is presented on the Consolidated Statements of Financial Position on a net basis with $ 230,153 of deferred tax assets, reflected as a deferred tax liability of $ 64,886 . As of December 31, 2020, the gross deferred tax liability of $ 304,100 is presented on the Consolidated Statements of Financial Position on a net basis with $ 181,581 of deferred tax assets, reflected as a deferred tax liability of $ 122,519 . As of December 31, 2021, 2020 and 2019, the Company has net operating loss carry forwards of $ 508,434 , $ 508,729 and $ 379,363 , respectively. As of December 31, 2021, $ 166,033 of those carry forwards will expire between December 31, 2022 and December 31, 2050 if not utilized. The remaining balance of $ 342,401 are indefinite loss carry forwards with no expiry date. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. For the years ended December 31, 2021 and 2020, the valuation allowance for the Company was $ 51,976 and $ 57,043 , respectively. The current movement primarily relates to the release of valuation allowance on excess interest expenses carried forward in the US, this is offset by increases in valuation allowance on deductible temporary differences and carried forward losses in Canada. The decrease in the valuation allowance during the year ended December 31, 2021 was $ 5,067 and the decrease in the valuation allowance during the year ended December 31, 2020 was $ 15,291 . |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill As a result of our change in segments (Note 21), we reevaluated our reporting units which resulted in a change as of December 31, 2021. In connection with this chang e, $ 271,456 of g oodwill was reallocated to Digital Commerce using a fair value allocation methodology. The prior periods have been recast to reflect this change. Changes in the carrying amount of goodwill are as follows: US Acquiring Digital Total December 31, 2019 $ 1,503,307 $ 1,934,047 $ 3,437,354 Additions during the period (1) — 12,120 12,120 Reductions during the period (2) — ( 24,160 ) ( 24,160 ) Foreign exchange — 56,502 56,502 December 31, 2020 1,503,307 1,978,509 3,481,816 Additions (3) 21,828 194,292 216,120 Foreign exchange — ( 47,899 ) ( 47,899 ) December 31, 2021 $ 1,525,135 $ 2,124,902 $ 3,650,037 (1) Additions to goodwill within the Digital Commerce segment relate to the acquisition of Openbucks (See Note 14) (2) Reductions to goodwill within the Digital Commerce segment relate to the sale of Paylater (See Note 15). (3) Additions to goodwill within the US Acquiring and Digital Commerce segments in the current period relate to the acquisition of ICS, PagoEfectivo and viaFintech (See Note 14), respectively. The Company performs its annual goodwill impairment test for all reporting units as o f October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. Due to reduced forecasted cash flows in certain business units, we concluded that an impairment indicator for goodwill was present within the US Acquiring and Digital Commerce segments as of September 30, 2021. We performed a goodwill impairment test as of September 30, 2021 and October 1, 2021 using a discounted cash flow methodology. Based on the analyses performed, it wa s determined that no adjustments to the carrying value of goodwill of any reporting unit were required. As a result of the change in reporting units described above, in addition to our annual goodwill impairment test, we performed a goodwill impairment test as of December 31, 2021 under the previous and current reporting unit structure. The fair value was based on a 5-year discounted cash flow model with a terminal value calculated by applying an exit multiple to year 5 cash f lows. The discount rate and exit multiple used within the goodwill impairment analysis for US Acquiring was 8 % and 15x. The weighted average discount rate and exit multiple used within the goodwill impairment analysis for the reporting units within the Digital Commerce segment was 14 % (range of 11-14%) and 16x (range of 16-17x), respectively. The cash flow forecast was based on our expectation of future outcomes considering past experience and market participant expectations. Discount rate assumptions are based on determining a cost of debt and equity followed by an assessment as to whether there are risks not adjusted for in the future cash flows of the respective reporting unit. The exit multiple was determined based on comparable companies’ transaction multiples and discounted based on business-specific considerations. Management considered these to be reasonable multiples in the context of transaction multiples within the payments sector over the last 5 years and consistent with the assumption that a market participant would make. Failure to achieve the expected cash flows, changes in the discount rate or exit multiple, or continued decline the stock price may cause a future impairment of goodwill at the reporting unit level. Based on the analyses performed, it was determined that no adjustments to the carrying value of goodwill of any reporting unit were required. There is no accumulated impairment of goodwill as of December 31, 2021 or 2020. There have been no other events or changes in circumstances subsequent to the testing date that would indicate impairment of these reporting units as of December 31, 2021 or 2020 . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible assets As of December 31, 2021 and 2020 , the Company’s intangible assets consisted of the following: As of December 31, 2021 2020 Brands $ 176,225 $ 170,349 Software development costs 805,697 755,768 Customer relationships 1,692,838 1,548,474 Computer software 35,257 31,495 2,710,017 2,506,086 Less accumulated amortization on: Brands 69,407 56,700 Software development costs 371,555 288,521 Customer relationships 505,732 398,304 Computer software 17,900 18,670 964,594 762,195 Less accumulated impairment on: Brands 8,464 344 Software development costs 84,947 83,239 Customer relationships 449,808 135,491 543,219 219,074 Intangible assets, net $ 1,202,204 $ 1,524,817 During the year ended December 31, 2021 and 2020 , we recorded intangible assets of $ 69,242 and $ 21,451 , respectively, related to the acquisition of merchant portfolios which were accounted for as asset acquisitions, inclusive of contingent consideration payable. During the year ended December 31, 2021 and 2020, we recorded intangible assets of $ 129,036 and $ 1,516 , related to business combinations. We had unpaid capital expenditure purchases of approximately $ 4,123 at December 31, 2021 which was included in "Accounts payable and other liabilities" within the Consolidated Statements of Financial Position. Capital expenditure purchases are recorded as cash outflows from investing activities in the Company's Consolidated Statements of Cash Flows in the period they are paid. Amortization expense on intangible assets for year ended December 31, 2021, 2020 and 2019 was $ 252,202 , $ 253,751 and $ 265,477 , respectively. We perform an annual reassessment of estimated useful lives of intangible assets. There was no revision to useful lives of intangible assets during the year ended December 31, 2021. For the year ended December 31, 2020, revisions to the useful lives of intangible assets did not have a material impact to our financial statements. For the year ended December 31, 2019, we revised the useful lives of certain computer software and customer relationships that had been acquired in the past acquisitions of Paysafe Group Limited and iPayment Holdings, Inc. The revised useful lives reflect management’s best estimate of the period during which the assets will be used. Certain computer software useful lives were shortened following progression in the consolidation of the legacy platforms into a unified Group IT platform, resulting in an accelerated retirement of the legacy IT platforms. Certain customer relationships’ useful lives were also revised to reflect the shorter period over which they are expected to generate revenue. The revision of useful lives, which occurred in the first quarter of 2019, caused an acceleration of amortization expense of $ 22,123 for the year ended December 31, 2019, resulting in an increase in “Depreciation and amortization”, decrease in “Operating income”, and an increase in “Net loss”, of the same amount for that year. On a pretax per share basis, the revisions caused a decrease in basic and diluted EPS of $ 0.18 . The Company performs an impairment analysis on intangibles assets with finite lives when eve nts and circumstances have occurred that would indicate the carrying amount of intangible assets may not recoverable. Due to reduced forecasted cash flows within the Digital Commerce segment, we concluded that an impairment indicator for certain intangible assets was present within this segment as of September 30, 2021. Digital Commerce experienced decreased revenues associated with certain legacy merchant relationships and also reduced their forecasted cash flows associated with these merchants due to changes in expected merchant mix resulting from new strategic initiatives within the segment. As a result, an impairment analysis on Digital Commerce intangible assets was performed as of September 30, 2021 and based on an undiscounted cash flow model, it was determined that certain of these assets were not recoverable. In calculating the impairment loss, management determined the fair value of these individual assets based on a discounted cash flow model for merchant relationships and relief from royalty method for certain brands using Level 3 inputs. Failure to achieve the expected cash flows due to higher than estimated attrition, obsolescence or other factors may cause a future impairment of intangible assets. Management’s key assumptions in determining the fair value include expected cash flows, discount rate and royalty rate. The Company recognized an impairment loss of $ 324,145 for the year ended December 31, 2021, the majority of which relates to the impairment described above. The impairment loss is recognized in the Consolidated Statements of Comprehensive Loss under “Impairment expense on intangible assets” and is primarily related to the Digital Commerce segment. For the year ended December 31, 2020, the Company recognized an impairment loss of $ 42,981 for certain software development costs resulting from shortening an asset’s estimated useful life following accelerated retirement of a legacy IT platform, and $ 59,894 for customer relationships acquired in the past acquisitions of Paysafe Group Limited resulting from the deterioration in the assets’ forecasted cash flows and anticipated merchant and consumer attrition rates. An additional impairment loss of $ 27,545 was recognized for certain acquired merchant portfolios due to deterioration in anticipated merchant attrition rates observed since the assets’ acquisition. T he discount rate utilized for purposes of determining the fair value of intangible assets impaired as of the year ended December 31, 2020 was 8.6 % For the year ended December 31, 2019, the Company recognized an impairment loss of $ 38,597 for software development, $ 18,710 for customer relationships and $ 344 for brands acquired in the past acquisitions of Paysafe Group Limited and iPayment Holdings, Inc. An additional impairment loss of $ 29,342 was recognized for certain acquired merchant portfolios and $ 1,661 for software development for projects that were canceled during the period. The estimated amortization expense of intangible assets for the next five years is as follows: 2022 $ 225,179 2023 188,892 2024 187,447 2025 162,768 2026 113,037 Intangible assets acquired by the Company during the year ended December 31, 2021 and 2020 had the following expected weighted-average useful lives: 2021 2020 Brands 7 years n/a Computer software 3 years 4 years Customer relationships 7 years 5 years Total weighted-average useful life 5.4 years 4.1 years |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, plant and equipment A summary of the Company’s property, plant and equipment is as follows: As of December 31, Estimated Useful Lives 2021 2020 Computer and communication equipment 2 - 5 $ 26,211 $ 31,874 Furniture and other equipment 3 - 5 13,199 13,860 Leasehold improvements 1 - 10 4,427 6,654 Accumulated depreciation ( 28,930 ) ( 33,697 ) Property, plant and equipment, net $ 14,907 $ 18,691 Depreciation expense related to property, plant and equipment for the year ended December 31, 2021, 2020 and 2019 was $ 9,170 , $ 14,415 and $ 14,354 , respectively. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | 8. Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. As described in Note 1, the Company adopted ASC 326, Financial Instruments – Credit Losses , on January 1, 2020 which resulted in a cumulative-effect adjustment to increase the allowance for credit losses by $ 10,148 and decrease retained earnings by $ 7,509 , net of tax. The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the years ended December, 2021 and 2020: Customer accounts and other restricted cash Accounts receivable, net Settlement receivables, net Financial guarantee contracts and other (1) Total allowance for credit losses Balance at December 31, 2019 $ — $ 37,444 $ 4,498 $ 10,924 $ 52,866 Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses 2,788 2,863 — 4,497 10,148 Credit loss expense 1,308 43,660 7,936 1,313 54,217 Write-Offs — ( 26,912 ) ( 12,050 ) ( 93 ) ( 39,055 ) Reclassification (2) — 1,131 5,475 ( 6,606 ) — Disposal of subsidiary (See Note 15) — ( 33,151 ) — ( 2,235 ) ( 35,386 ) Balance at December 31, 2020 4,096 25,035 5,859 7,800 42,790 Credit loss expense ( 3,528 ) 15,628 3,551 ( 549 ) 15,102 Write-Offs — ( 31,929 ) ( 4,722 ) — ( 36,651 ) Other (3) 105 ( 92 ) ( 639 ) ( 324 ) ( 950 ) Balance at December 31, 2021 $ 673 $ 8,642 $ 4,049 $ 6,927 $ 20,291 (1) Provision on off-balance sheet financial guarantees was separately assessed and recognized based on the guidance within ASC 460, Guarantees , prior to the adoption of ASC 326, Financial Instruments - Credit Losses, on January 1, 2020. (2) Represents the reclassification of the allowance for credit losses from a liability to a contra asset upon realization of the accounts receivable related to an off-balance sheet guarantee and other reclassifications. (3) Other mainly relates to the impact of foreign exchange. Decrease in credit loss expense in 2021 compared to 2020 was primarily attributable to the impact of the global COVID-19 pandemic in 2020 as well as the disposal of Payolution GmbH which occurred in October 2020 (See Note 15). Increase in write-offs of accounts receivable in 2021 was primarily attributable to the write-off of specific credit loss allowances recognized in the prior year for an individual merchant within the US Acquiring segment. This was offset by a decrease in write offs for settlement receivables net, within Digital Commerce. Increases in credit losses and write-offs in 2020 compared to the prior period were primarily attributable to the impact of the global COVID-19 pandemic and the associated impact of macroeconomic conditions, as well as the adoption of ASC 326 Financial Instruments – Credit Losses. The overall reduction in the allowance for credit losses year on year is mainly attributable to the disposal of Payolution GmbH (see Note 15). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Former Debt Facilities As of December 31, 2020, the Company's debt facilities consisted of a first lien term loan, a second lien term loan and a first lien revolving credit facility ("First Lien Revolving Credit Facility"). The first lien term loan consisted of a $ 1,540,000 USD Facility (“USD First Lien Term Loan) and € 1,043,716 EUR Facility (“EUR First Lien Term Loan”). The second lien term loan consisted of $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). The First Lien Revolving Credit Facility had an available balance of $ 225,000 in multiple currencies. As of December 31, 2020, the Company had no unpaid drawdowns. The Company paid a fee of 30 % of the applicable margin of 3.0 % on the daily portion of the facility that was not utilized and available for future borrowings. In connection with the Transaction as described in Note 2, the Company repaid $ 416,700 , including quarterly principal payments, and € 204,500 under the USD First Lien Term Loan and EUR First Lien Term Loan, respectively, and fully repaid the second lien term loan facility which consisted of a $ 250,000 USD Facility (“USD Second Lien Term Loan”) and a € 212,459 EUR Facility (“EUR Second Lien Term Loan”). Both debt repayments occurred contemporaneously with the closing of the Transaction. As a result, the Company expensed capitalized debt fees of $ 21,724 , which are included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss. On June 28, 2021, the Company fully repaid the outstanding balances under the USD First Lien Term Loan, the EUR First Lien Term Loan and the First Lien Revolving Credit Facility, which was accounted for as a debt extinguishment. The repayment occurred contemporaneously with the Refinancing, as described below. The Company recorded a loss on extinguishment of debt, including the expense of capitalized debt fees, of $ 40,538 , which is included in “Interest expense, net” on the Consolidated Statements of Comprehensive Loss. New Facilities On June 28, 2021, the Company completed the following debt transactions (the “Refinancing”): (i) entered into a n ew $ 305,000 senior secured revolving credit facility (the “New Revolving Credit Facility”) that can be drawn under multiple currencies; (ii) borrowed $ 628,000 aggregate principal amount under a new senior secured USD first lien term loan facility (the “New Term L oan Facility (USD)”) and € 435,000 aggregate principal amount under a new senior secured EUR first lien term loan facility (the “New Term Loan Facility (EUR)”, and together with the New Term Loan Facility (USD) the “New Term Loan Facility”); and (iii) issued $ 400,000 aggregate principal amount of USD secured notes and € 435,000 aggregate principal amount of EUR secured notes (“Secured Notes”). As of December 31, 2021, € 25,000 was drawn down on the New Revolving Credit Facility. Debt issuance costs of $ 24,474 were recorded in connection with the Refinancing, for which a majority are reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method. The Company used the proceeds from the New Term Loan Facility and the Secured Notes as well as $ 35,000 drawn down under the New Revolving Credit Facility to fully repay the Former Debt Facilities. On September 28, 2021, the Company entered into a $ 390,000 senior secured incremental USD term loan facility (“USD Incremental Term Loan”) and a € 275,000 senior secured incremental EUR term loan facility (“EUR Incremental Term Loan”) to be drawn upon completion of the SafetyPay and viaFintech acquisitions, respectively. As of December 31, 2021, the USD Incremental Term Loan and EUR Incremental Term Loan were fully drawn. As the SafetyPay acquisition had not been completed as of December 31, 2021, the cash drawn was held in escrow and is presented within "Customer accounts and other restricted cash" in the Consolidated Statements of Financial Position (See Note 19). Debt issuance costs of $ 16,765 were recorded in connection with the transaction which is reported as a deduction from the debt, presented under “Non-current debt” in the Consolidated Statements of Financial Position, and amortized using the effective interest rate method. Line of Credit In the first quarter of 2020, the Company’s Line of Credit was increased from $ 25,000 to $ 50,000 and the maturity date was extended to May 2023. The Line of Credit is restricted for use in funding settle ments in the US Acquiring business and is secured ag ainst known transactions. As of December 31, 2021 and 2020, the Company had an outstanding balance of $ 50,000 , respectively. The key terms of these facilities were as follows: Facility Currency Interest rate (1) Facility maturity date Principal outstanding at December 31, 2021 Principal outstanding at December 31, 2021 Term Loan Facility (USD) (3) USD USD LIBOR + 2.75% Jun-28 $ 1,013,883 $ 1,013,883 Term Loan Facility (EUR) (4) EUR EURIBOR + 3% Jun-28 710,000 807,231 Secured Loan Notes (EUR) EUR 3% Jun-29 435,000 494,571 Secured Loan Notes (USD) USD 4% Jun-29 400,000 400,000 New Revolving Credit Facility (EUR) EUR EURIBOR + 2.25% (0% floor) Dec-27 25,000 28,423 Line of Credit USD Prime (2) (3.25) - 0.25% May-23 50,000 50,000 Total Principal Outstanding $ 2,794,108 (1) For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The Prime Rate is defined as the rate of interest per annum most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” Section (or such successor section) as the “Prime Rate”. (3) Represent New Term Loan Facility (USD) and USD Incremental Term Loan as defined under New Facilities (4) Represent New Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under New Facilities As of December 31, 2021 2020 Principal outstanding $ 2,794,108 $ 3,331,909 Deferred debt issuance costs ( 38,302 ) ( 50,751 ) Amortization of interest expense 2,562 ( 18,887 ) Total 2,758,368 3,262,271 Short-term debt 10,190 15,400 Long-term debt $ 2,748,178 $ 3,246,871 For the year ended December 31, 2021, 2020 and 2019 , amortization expense on deferred debt issuance costs was $ 10,793 , $ 11,887 , and $ 12,185 , respectively. Maturity requirements on non-current debt as of December 31, 2021 by year are as follows: Years ending December 31, 2022 $ 10,190 2023 60,190 2024 10,190 2025 10,190 2026 10,190 2027 and thereafter 2,693,158 Total $ 2,794,108 Compliance with Covenants The Company’s new facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and New Revolving Credit Facility utilization, as defined in the agreement. The financial covenants under the new facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the New Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40 % of the total New Revolving Credit Facility Commitment. If the New Revolving Credit Facility utilization is greater than 40 % at the reporting date, there is an additional requirement that the Consolidated First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0 . The Consolidated First Lien Debt Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) Last Twelve Months (LTM) EBITDA, as defined in the new facilities, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its financial covenants at December 31, 2021. The financial covenants under the former debt facilities required the Company to test its First Lien Net Leverage Ratio if the principal amount of the Revolving Facility Loans outstanding at the reporting date exceeded 40 % of the total Revolving Credit Facility Commitment. If the Revolving Credit Facility utilization was greater than 40 % at the reporting date, there was an additional requirement that the First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0 . The First Lien Net Leverage Ratio is the ratio of (a) consolidated senior secured net debt of the Company and restricted subsidiaries as of the last day of such relevant period to (b) consolidated EBITDA, as defined in the former debt facilities, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its financial covenants at December 31, 2020. Letters of Credit As of December 31, 2021 and 2020 , the Company had issued approximately $ 171,392 and $ 160,950 , letters of credit, respectively, for use in the ordinary course of business. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 10. Derivative instruments The Company has historically entered into derivative financial instruments to manage its interest rate risk related to its former variable-rate credit facilities, comprised of the First Lien Term Loans and Second Lien Term Loan. The Second Lien Term Loan was fully repaid on March 31, 2021, and the First Lien Term loan was repaid in connection with the Refinancing on June 28, 2021 (see Note 9). As a result, the interest rate swaps and interest rate caps were cancelled as of December 31, 2021, reducing the derivative liability and resulting in market value settlement cash payments of $ 41,483 . The Company’s derivative instruments consisted of interest rate swaps and interest rate cap agreements (collectively “interest rate contracts”). The interest rate swaps mitigated the exposure to the variable-rate debt by effectively converting the floating-rate payments under the First Lien Term Loan and Second Lien Term Loan to fixed-rate payments. The interest rate cap agreements caped a portion of the Company’s variable-rate debt under the First Lien Term Loan and Second Lien Term Loan if interest rates rose above the strike rate on the contract. The interest rate contracts were measured at fair value and not designated as hedges for accounting purposes; as such, any fair value changes were recorded in “Other (expense) / income, net” in the Company’s Consolidated Statements of Comprehensive Loss. The interest rate swaps mitigate the exposure to the variable-rate debt by effectively converting the floating-rate payments under the First Lien Term Loan and Second Lien Term Loan to fixed-rate payments. The interest rate cap agreements cap a portion of the Company’s variable-rate debt under the First Lien Term Loan and Second Lien Term Loan if interest rates rise above the strike rate on the contract. As of December 31, 2020 , the Company’s interest rate contracts had a fair value of $ 50,198 which was recorded as a “Derivative financial liability” in the Consolidated Statements of Financial Position. The Company recognized a fair value gain (loss) for the year ended December 31, 2021, 2020 and 2019 of $ 8,585 , ($ 22,463 ) and ($ 17,325 ), respectively, in respect of its interest rate contracts. |
Accounts payable and other liab
Accounts payable and other liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts payable and other liabilities | 11. Accounts payable and other liabilities Accounts payable and other liabilities is comprised of the following balances: As of December 31, 2021 2020 Accounts payable $ 18,599 $ 27,160 Other payables (1) 46,824 37,357 Accrued liabilities (2) 72,328 86,433 Payroll liabilities 35,780 32,040 Provisions and contingent liabilities (3) 38,310 48,734 Total $ 211,841 $ 231,724 (1) Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. (2) Accrued liabilities mainly consist of general accrued expenses and external interest payable. (3) Provisions and contingent liabilities mainly consist of uncertain tax positions, allowance for credit losses related to financial guarantees and merchant overdrafts, and provisions recognized for certain litigation claims. |
Contingent and Deferred Conside
Contingent and Deferred Consideration Payable | 12 Months Ended |
Dec. 31, 2021 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Contingent and Deferred Consideration Payable | 12. Contingent and deferred consideration payable Contingent and deferred consideration relates to merchant buyouts and business combinations that are payable in cash subject to the future financial performance of the acquired portfolios and acquired businesses. Contingent consideration payable is comprised of the following balances: Total Balance at December 31, 2019 $ 11,449 Payments made during the year ( 5,689 ) Additions in the year 3,905 Fair value gain ( 103 ) Balance at December 31, 2020 9,562 Payments made during the year ( 7,681 ) Additions in the year 30,716 Fair value gain ( 1,782 ) Balance at December 31, 2021 $ 30,815 Current portion of contingent and deferred consideration payable $ 13,673 Non-current portion of contingent and deferred consideration payable $ 17,142 During the year ended December 31, 2021: • The Company completed the business combination of ICS, PagoEfectivo and viaFintech, as well as, the acquisition of merchant portfolios, recognizing an estimated contingent and deferred consideration payable of $ 30,716 , of which $ 25,781 was related to business combinations (See Note 14). The estimated amount recorded for these business combinations represents the maximum amount of possible payments. • The Company paid $ 7,681 of the contingent consideration payable in respect to the merchant portfolios acquired in prior years. During the year ended December 31, 2020: • The Company acquired merchant portfolios and Openbucks, and recognized an estimated contingent consideration payable of $ 3,905 , of which $ 3,502 was related to Openbucks (See Note 14). • The Company paid $ 5,689 of the contingent consideration payable in respect to the merchant portfolios acquired in prior years. The contingent and deferred consideration of $ 30,815 is classified as a liability on the Consolidated Statements of Financial Position, of which $ 17,142 is non-current. This contingent and deferred consideration arose as part of the consideration of merchant buyouts, as well as current and prior year acquisitions. The contingent and deferred consideration is payable in cash subject to the future financial performance of the acquisitions. |
Contingent Consideration Receiv
Contingent Consideration Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Consideration Receivable [Abstract] | |
Contingent Consideration Receivable | 13. Contingent consideration receivable The contingent consideration receivable initially arose on the disposal of Paysafe Merchant Services Limited ("PMSL"), a previous subsidiary of Paysafe Group Limited. The disposal occurred on December 20, 2017 , immediately prior to the acquisition of Paysafe Group Limited by the Company. Under the terms of the disposal agreement, if the buyer defaulted on payment and the Company issued a 90-day notice to pay, certain shares of PMSL could be held by the Company as security on the payment of the contingent consideration receivable (“Share Charge”). Prior to the closing of the Transaction, the possibility of the enactment of a Share Charge was considered remote and all amounts due in the period under the agreed terms of the disposal were settled by the buyer in full. In connection with the Transaction, the contingent consideration receivable was transferred to PGHL as partial settlement of the shareholder term loan agreement with PGHL (see Note 22). The remaining contingent consideration receivable balance at December 31, 2021 is $ 2,842 and related to a contingent consideration receivable recorded upon the disposal of Paylater (See Note 15). The following table summarized the movement in the contingent consideration receivable during the years ended December 31, 2021 and 2020. Total Balance at December 31, 2019 $ 164,029 Fair value gain on contingent consideration receivable (1) 9,831 Settlements ( 27,158 ) Foreign exchange 5,073 Balance at December 31, 2020 151,775 Fair value gain on contingent consideration receivable (1) 11,097 Related party transaction with PGHL ( 159,302 ) Settlements ( 3,045 ) Foreign exchange 2,317 Balance at December 31, 2021 $ 2,842 Current portion of contingent consideration receivable $ 2,842 Non-current portion of contingent consideration receivable $ — (1) The gain recognized is due to the fair value measurement of the contingent consideration receivable and is recorded in Other (expense) / income, net (Note 20). Pursuant to the disposal agreement, payments due are made directly to Topco. Topco is obliged to transfer such proceeds to the Company, but only to the extent that it receives such amounts from the buyer. During the years ended December 31, 2021 and 2020 , Topco has received payments from the buyer of $ 0 and $ 27,158 (at transaction date foreign exchange rates), respectively. As of December 31, 2021 and 2020 , the total outstanding balance due from Topco to the Company is $ 4,408 and $ 4,455 (at closing foreign exchange rates), respectively, and is included within “Related party receivables - current” in the Consolidated Statements of Financial Position. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 14. Business Combinations During the year ended December 31, 2021, the Company completed the acquisition of International Card Services (“ICS”) with the goal of furthering the expansion of the US Acquiring segment in the United States as well as obtaining new merchants. The Company also completed the acquisitions of Orbis Ventures S.A.C. (“PagoEfectivo”), and ViaFintech with the goal of furthering the e xpansion of alternative payment methods in the Latin America and German markets as well as creating additional revenue opportunities for the Digital Commerce segment. These acquisitions were accounted for as business combinations and the operating results have been included in the Company’s consolidated financial statements since the date of the acquisition. These acquisitions were not considered material business combinations individually. The following table summarizes the aggregate purchase price and fair value of the assets and liabilities acquired on acquisitions during the year ended December 31, 2021 as described above which are considered material business combinations in the aggregate. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 285,166 Contingent and deferred consideration payable (1) 25,781 Other adjustments for working capital ( 1,656 ) Total purchase price 309,291 Cash and cash equivalents 21,646 Prepaid expenses and other current assets 460 Trade and other receivables (2) 3,596 Deferred tax assets 74 Property, plant and equipment 216 Intangible assets (3) 129,036 Other assets - non-current 337 Trade and other payables ( 24,101 ) Deferred tax liability ( 38,093 ) Net liabilities acquired 93,171 Goodwill (4) $ 216,120 (1) Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. (2) Gross contractual amounts receivable are equal to their book value where appropriate. (3) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (4) Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. See Note 21, Operating Segments for the reporting segments to which acquired Goodwill was assigned. The aggregate revenues and net earnings of the acquired businesses during 2021 of $ 24,848 and $ 5,180 respe ctively, are included in the Consolidated Statements of Comprehensive Loss from the date of acquisition. The unaudited pro forma consolidated revenues and net loss for the Company for the year ended December 31, 2021 and 2020 were as follow, had these acquisitions occurred on January 1, 2020. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,514,581 $ 1,449,217 Net loss (1) ( 117,765 ) ( 142,420 ) (1) The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. The Company incurred acquisition-related costs associated with these acquisitions of approximate ly $ 2,647 , w hich are recorded in "Restructuring and Other Costs" on the Consolidated Statements of Comprehensive Loss for the year ended December 31, 2021. Openbucks In August 2020, the Company completed the acquisition of Openbucks with the goal of accelerating the expansion of the Digital Commerce in the United States as well as benefit from certain partnerships with retailers. The total expected purchase price at the time of acquisition, including earnouts was $ 13,262 , comprised of cash consideration of $ 9,760 and an additional contingent earnout to be paid in future periods based on earnings targets. The operating results of the acquisition have been included in the Company's consolidated financial statements since the date of acquisition. This acquisition was not considered a material business combination. Refer to Note 12 for further information regarding changes in contingent consideration payable related to this acquisition. |
Gain on disposal of subsidiarie
Gain on disposal of subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Gain Or Loss On Sale Of Stock In Subsidiary Or Equity Method Investee [Abstract] | |
Gain on Disposal of Subsidiaries | 15. Gain on disposal of subsidiaries Payolution GmbH On October 5, 2020, the Company disposed of Payolution GmbH, a wholly owned subsidiary of the Company for total consideration consisting of cash and contingent consideration. The receivable is contingent upon the achievement of certain financial performance metrics of Payolution GmbH. For the years ended December 31, 2021 and 2020, the Company had earned the contingent consideration of $ 3,045 and $ 4,885 , respectively, as the financial performance metrics had been achieved prior to the 2021 and 2020 year-end, respectively. These amounts were paid during 2021. The $ 4,885 (at December 31, 2020 closing foreign exchange rates) earned in 2020 was recorded in the “Prepaid expenses and other current assets” within the Consolidated Statements of Financial Position as of December 31, 2020. The remaining consideration for financial performance conditions will be due in the second quarter of the year ended December 31, 2022 (See Note 13). Cash consideration $ 47,098 Contingent consideration 4,686 Total consideration 51,784 Less: Net assets on disposal 38,647 Gain on disposal of a subsidiary $ 13,137 As a result of the disposal, the Company recognized a gain of $ 13,137 during the year ended December 31, 2020, recorded in “Gain on disposal of subsidiaries and other assets, net” on the Consolidated Statements of Comprehensive Loss. Paysafe UK GOLO Holdco Limited On June 26, 2019, Paysafe Group Limited, an indirect subsidiary of the Company, disposed of 100 % of the share capital of Paysafe UK GOLO Holdco Limited for a total consideration of $ 9,523 . Cash consideration $ 9,523 Total consideration 9,523 Less: Net assets on disposal 4,695 Gain on disposal of a subsidiary $ 4,828 As a result of the disposal, the Company recognized a gain of $ 4,828 during the year ended December 31, 2019, recorded in “Gain on disposal of a subsidiary and other assets, net ” on the Consolidated Statements of Comprehensive Loss. |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based payments | 16. Share-based payments The Company operates two share-based employee compensation plans: the 2018 Pi Jersey Topco Limited Plan (2018 Plan) for which a majority of the shares vested upon completion of the Transaction (See Note 2) and the 2021 Omnibus Incentive Plan (2021 Plan). The 2021 Plan serves as the successor to the 2018 Plan. The 2021 plan became effective as of March 30, 2021 upon closing of the Transaction. Outstanding awards under the 2018 Plan continue to be subject to the terms and conditions of the 2018 Plan. Since March 2, 2021, no additional awards have been nor are expected to be granted in the future under the 2018 Plan. 2018 Pi Jersey Topco Limited Plan (“2018 Plan”) On January 2, 2018, Pi Jersey Topco Limited adopted the 2018 Plan authorizing the issuance of equity-based awards, including A ordinary shares and B ordinary shares, to certain executive and senior managers of the Company in consideration for their employee services. A ordinary shares have been granted to certain executives and senior management only, while B ordinary shares are held by certain executives and senior managers as well as shareholders of Topco. The total number of authorized A ordinary shares under the Plan was 600,000 , and there was no t a limit to the number of B ordinary shares authorized. A consideration of $ 2.16 or $ 1.50 was payable on the grant of each A ordinary share, depending on the grant date, and consideration of $ 1.00 was payable on the grant of each B ordinary share. The awards are issued and settled by Pi Jersey Topco Limited. The employee services are rendered to the Company. As such, they are accounted for as equity settled share-based payments in the Company’s financial statements. The A ordinary shares and B ordinary shares included a service-based vesting condition and a performance-based vesting condition. Vesting was subject to continuous service until the achievement of an Exit Event (defined as an Initial Public Offering (“IPO”) whereby Blackstone and CVC retained less than 50% of the B ordinary shares they held immediately prior to the IPO through one or multiple transactions, winding-up or completion of a sale). The Plan also included a market condition through a ratchet mechanism whereby, upon the achievement of a specified return at an Exit Event or subsequent sale of ordinary shares, a number of B ordinary shares as determined by a formula would automatically be converted into deferred shares, so as to result in the A ordinary shares, which are held by executives and senior managers of the Company only, having an additional ownership percentage of the total equity. This ratchet mechanism impacts the grant date fair value of the A ordinary shares and the B ordinary shares. As vesting for a majority of the shares was contingent upon the achievement of an Exit Event, a majority of compensation expense was recognized during December 31, 2021 upon completion of the Transaction. For the year ended December 31, 2020 and 2019, no share-based compensation expense was recorded. The following tables summarizes ordinary share activity for the year ended December 31, 2021. A ordinary Weighted B ordinary Weighted Nonvested as of December 31, 2020 523,980 $ 113.12 292,576 $ 46.06 Granted (1) 9,370 $ 350.62 — $ — Vested (2) ( 523,980 ) $ 113.12 ( 292,576 ) $ 46.06 Forfeited ( 3,500 ) $ 350.62 — $ — Nonvested as of December 31, 2021 5,870 $ 350.62 — $ — (1) The fair value of shares granted under the 2018 Plan during the year ended December 31, 2021 was based on the relative value of the Transaction. (2) Represents share-based awards that vested in connection with the completion of the Transaction as described in Note 2 . The weighted average grant date fair value of shares granted under the 2018 Plan for the years ended December 31, 2021, 2020 and 2019 was $ 350.62 , $ 320.50 and $ 259.63 , respectively . The total grant date fair value of shares vested during the year ended December 31, 2021, w as $ 71,630 . There were no shares that vested under the 2018 plan for the years ended December 31, 2020 and 2019. Assumptions used in the valuation model The fair value of the A ordinary shares and B ordinary shares was determined using a Monte Carlo simulation approach for the years ended December 31, 20220 and 2019. The following table shows the principal assumptions used in the valuation: For the year ended December 31, 2020 2019 Expected volatility 48.27 % 30.90 % Risk free interest rate 0.14 % 1.84 % Dividend yield Nil Nil Expected volatility was determined based on the historical volatility of Paysafe and broadly comparable companies operating in the payments sector. 2021 Omnibus Incentive Plan (“2021 Plan”) There are 126,969,054 share s authorized for award under the 2021 Plan. Under the 2021 Plan, restricted stock units (“RSUs”) that have a service condition only, generally vest ratably over three years. Performance restricted stock units (“PRSUs”) generally vest at the end of one - or three-years . The number of PRSUs that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0 % and 200 % of the target share amount. We did not record compensation expense for certain PRSUs during the year ended December 31, 2021 because the performance criteria for such awards were not expected to be achieved and the ultimate vesting of the awards was not probable as of such date. The following table summarizes restricted stock unit activity during the year ended December 31, 2021. Restricted Stock Units Weighted Nonvested as of December 31, 2020 — $ — Granted (1) 13,526,684 $ 8.30 Vested (2) ( 2,705 ) $ 11.80 Forfeited ( 209,543 ) $ 11.49 Performance adjustments (3) — $ — Nonvested as of December 31, 2021 13,314,436 $ 8.25 (1) Represents 10,209,706 RSUs and 3,316,978 PRSUs based on performance target achievement of 100 %. (2) The total grant date fair value of units vested was $ 32 . (3) Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. Share based compensation expense recognized during the year ended December 31, 2021 under both plans was $ 101,770 . There was no shared based compensation recognized during the years ended December 31, 2020 and 2019. As of December 31, 2021, 2020 and 2019, the unrecognized stock-based compensation expense under both plans was $ 70,234 , $ 71,630 , and $ 66,497 , respectively. In January and February 2022, the Company granted an additional 3,599,070 of RSUs and PRSUs to employees under the 2021 Plan. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. Fair Value Measurements The fair value hierarchy of financial instruments measured at fair value as of December 31, 2021 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable $ — $ — $ 2,842 $ — $ — $ 2,842 Financial liabilities measured at fair value: Contingent consideration payable (1) $ — $ — $ 29,689 Warrant liabilities (2) 32,275 3,300 — Liability for share-based compensation — — 10,024 $ 32,275 $ 3,300 $ 39,713 (1) Excludes deferred consideration payable of $ 1,126 which is not a Level 3 financial instrument. (2) Level 2 warrant liabilities represent the fair value of private warrants which is estimated using the price of the Company's public warrants. The fair value hierarchy of financial instruments measured at fair value as of December 31, 2020 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable $ — $ — $ 151,775 $ — $ — $ 151,775 Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 9,562 Derivative financial liability — 50,198 — $ — $ 50,198 $ 9,562 There were no transfers between levels during the years ended December 31, 2021 and 2020. A reconciliation of the movements in level 3 financial instruments in the year are shown in Note 12 and 13. The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Weighted average discount rate of 9.0 % ( 7 - 15 %) Liability for share-based compensation Market and income approach Discount rate of 16.5 % The Company considers that the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, related party receivables, accounts payable and other liabilities, liabilities to customers and merchants and related party payables approximate fair value given the short-term nature of these items. At December 31, 2021 , the carrying amount of our debt approximated fair value (a Level 2 measurement) based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 18. Leases Components of lease expense are as follows: For the year ended December 31, 2021 2020 2019 Operating lease expense $ 9,523 $ 10,562 $ 11,028 Supplemental cash flow information related to leases was as follows: For the year ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 9,357 $ 10,300 $ 10,842 Leased assets obtained in exchange for new operating lease liabilities $ 2,314 $ 11,438 $ 16,408 Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of December 31, 2021 2020 2019 Weighted-average remaining lease term 5.1 years 5.9 years 5.3 years Weighted-average discount rate 4.6 % 4.9 % 5.3 % As of December 31, 2021, maturities of lease liabilities on an undiscounted cash flow basis were as follows: 2022 $ 9,033 2023 8,954 2024 8,431 2025 6,666 2026 3,255 2027 and beyond 4,841 Total lease payments 41,180 Less: interest ( 4,327 ) Total lease liability $ 36,853 Current portion of lease liability 8,845 Non-current portion of lease liability 28,008 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments Contingencies and Guarantees | 19. Commitments, Contingencies and Guarantees Litigation provision Through the normal course of the Company’s business, the Company is subject to a number of litigation proceedings both brought against and brought by the Company. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. On this basis, for the year ended December 31, 2021 and 2020 we have recognized a provision of $ 8,550 and $ 11,600 , respectively, related to certain litigation proceedings. This amount is presented within “Accounts payable and other liabilities” in the Company’s Consolidated Statements of Financial Position. The Company vigorously defends its position on all open cases, including any litigation that arises as a result of the cyber breach that occurred in November 2020. While the Company considers a material outflow for any one individual case unlikely, it is noted that there is uncertainty over the final timing and amount of any potential settlements. Management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity. Financial guarantee contracts Through services offered primarily in our US Acquiring segment, the Company is exposed to potential losses from merchant-related chargebacks. A chargeback occurs when a dispute between a cardholder and a merchant, including a claim for non-delivery of the product or service by the merchant, is not resolved in favor of the merchant and the transaction is charged back to the merchant resulting in a refund of the purchase price to the cardholder. If the Company is unable to collect this chargeback amount from the merchant due to closure, bankruptcy or other reasons, the Company bears the loss for the refund paid to the cardholder. The risk of chargebacks is typically greater for those merchants that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment. The Company has recorded an allowance for credit losses on financial guarantees as of December 31, 2021 and 2020 (See Note 8). Acquisition of SaftPay Inc. (“SafetyPay”) In August 2021, the Company entered into a definitive agreement to acquire SaftPay Inc. (“SafetyPay”) with the goal of furthering the expansion of alternative payment methods and direct bank integration in the Latin America market, as well as creating additional revenue opportunities for all three of our segments. The base consideration is $ 441,000 to be paid in cash. This acquisition will be accounted for as a business combination and closed during the first quarter of 2022. As of the date of the issuance of these financials, the determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete due to timing of the acquisition. |
Other income _ (expense), net
Other income / (expense), net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Other (expense) / income, net | 20. Other income / (expense), net A summary of the amounts recorded in Other income / (expense), net is as follows: For the year ended December 31, 2021 2020 2019 Foreign exchange gain / (loss) $ 7,122 $ ( 19,280 ) $ ( 3,301 ) Fair value gain on contingent consideration receivable 13,443 9,831 27,274 Fair value gain / (loss) on derivative instruments 8,585 ( 22,463 ) ( 17,325 ) Interest expense, net, on related party balances — ( 1,554 ) ( 8,457 ) Fair value gain on warrant liability 222,611 — — Other ( 12,100 ) ( 7,339 ) ( 12,105 ) Other income / (expense), net $ 239,661 $ ( 40,805 ) $ ( 13,914 ) |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating Segments | 21. Operating segments Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to make decisions about how to allocate resources and assess performance. As discussed in Note 1, in the fourth quarter of 2021, we revised our reportable segments as a result of a change in our CODM and how our CODM regularly reviews financial information to allocate resources and assess performance. Our CODM is defined as our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), Chief Information Officer (“CIO”), and Chief resource Officer (“CRO”). Our new operating segments, which align with our reportable segments, are: US Acquiring, which focuses on card not present and card present solutions for small to medium size business merchants; Digital Commerce, which provides wallet based online payment solutions through our Skrill and NETELLER brands; and also enables consumers to use cash to facilitate online purchases through paysafecard prepaid vouchers under the Paysafecard and Paysafecash brands. These two operating segments, which are also reportable segments, as they have not been aggregated, are based on how the Company is organized, reflecting the difference in nature of the products and services they each sell. Shared costs are the cost of people and other resources consumed in activities that provide a benefit across more than one segment. Shared costs are allocated to each segment and Corporate primarily based on applicable drivers including headcount, revenue and Adjusted EBITDA. The prior year segment information has been recast to reflect this change. The CODM evaluates performance and allocate resources based on Adjusted EBITDA of each operating segment. Adjusted EBITDA of each operating segment includes the revenues of the segment less ordinary operating expenses that are directly related to those revenues and an allocation of shared costs. Corporate overhead costs and Corporate’s allocation of shared costs are included in Corporate in the following table. Corporate overhead costs are costs consumed in the execution of corporate activities that are not directly factored into the production of any service provided by the Company’s segments. The CODM does not receive segment asset data to evaluate performance or allocate resources and therefore such information is not presented. The Company earns revenue from the sale of US Acquiring and Digital Commerce services. The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2021: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 649,760 $ 835,934 $ — $ 1,485,694 Interest revenue 4 1,315 — 1,319 Total Revenue $ 649,764 $ 837,249 $ — $ 1,487,013 Adjusted EBITDA $ 167,584 $ 351,384 $ ( 75,070 ) $ 443,898 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2020: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 610,704 $ 811,741 $ — $ 1,422,445 Interest revenue 12 4,032 — 4,044 Total Revenue $ 610,716 $ 815,773 $ — $ 1,426,489 Adjusted EBITDA $ 179,077 $ 319,300 $ ( 72,608 ) $ 425,769 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2019: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 624,016 $ 785,398 $ — $ 1,409,414 Interest revenue 85 8,641 — 8,726 Total Revenue $ 624,101 $ 794,039 $ — $ 1,418,140 Adjusted EBITDA $ 207,886 $ 318,984 $ ( 60,529 ) $ 466,341 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. A reconciliation of total segments Adjusted EBITDA to the Company’s loss from operations before taxes is as follows: Year Ended December 31, 2021 2020 2019 Segments Adjusted EBITDA $ 518,968 $ 498,377 $ 526,870 Corporate costs ( 75,070 ) ( 72,608 ) ( 60,529 ) Depreciation and amortization ( 261,372 ) ( 268,166 ) ( 279,831 ) Share based compensation ( 101,770 ) — — Impairment expense on intangible assets ( 324,145 ) ( 130,420 ) ( 88,792 ) Restructuring and other costs ( 25,883 ) ( 20,640 ) ( 50,683 ) Gain on disposal of subsidiaries and other assets, net - 13,137 4,777 Other income / (expense), net 239,661 ( 40,805 ) ( 13,914 ) Interest expense, net ( 165,827 ) ( 164,788 ) ( 164,559 ) Loss before taxes $ ( 195,438 ) $ ( 185,913 ) $ ( 126,661 ) For the year ended December 31, 2021, Adjusted EBITDA excludes share based compensation expense. No share based compensation expense was recognized for the years ended December 31, 2020 and 2019. The disaggregated revenue by business line, which aligns with our reporting units, is as follows: For the year ended December 31, 2021 2020 2019 US Acquiring $ 649,764 $ 610,716 $ 624,101 eCash (1) 406,185 332,941 272,744 Digital Wallet (1) 363,760 394,501 428,148 Integrated & Ecommerce Solutions (IES) (1) 95,582 109,265 111,358 Intracompany (1) ( 28,278 ) ( 20,934 ) ( 18,211 ) Total Revenue $ 1,487,013 $ 1,426,489 $ 1,418,140 (1) These business lines are part of the Digital Commerce segment. Geographic Information Revenue by major geographic region is based upon the geographic location of the customers who receive the Company's services. Interest revenue is not included within this table as it is not practicable to apportion its geographical source. The information below summarizes revenue by geographic area for the year ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 United Kingdom $ 52,263 $ 46,037 $ 63,424 United States of America 683,338 631,570 641,585 Germany 127,119 146,670 115,093 All other countries (1) 622,974 598,168 589,312 Revenue from external customers $ 1,485,694 $ 1,422,445 $ 1,409,414 (1) No single country included in the “All other countries” category generated more than 10 % of revenues. The Company has no single customer contributing 10% or more of the Company’s revenue in the period. The information below summarizes long-lived assets, net by geographic area for the year ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 United Kingdom $ 5,068 $ 6,198 Canada 6,455 6,898 United States of America 11,416 16,479 Bulgaria 11,442 13,847 Austria 8,682 10,754 All other countries (1) 4,962 4,702 Total long lived assets, net $ 48,025 $ 58,878 (1) No single country included in the All other countries category generated more than 10 % of total long lived assets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 22. Related party transactions The Company has provided and purchased services to and from various affiliates of certain directors or entities under common control. The dollar amounts related to these related party activities are not significant to our consolidated financial statements. Intercompany balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Balances and transactions with related parties The Company entered the following transactions with related parties. At December 31, 2021 and 2020, the following amounts were outstanding: Amounts owed Amounts owed Related party relationship Type of transaction December 31, 2021 December 31, 2021 Other Warrant liabilities $ — $ 3,300 Topco Receivable 4,408 — PGHL Receivable 2,069 — Other Receivable 15 — Total $ 6,492 $ 3,300 Amounts owed Amounts owed Related party relationship Type of transaction December 31, 2020 December 31, 2020 Topco Receivable $ 4,455 $ — PGHL Loan received — 195,228 PGHL Receivable 1,776 — Other Receivable 40 — Total $ 6,271 $ 195,228 Refer to Note 2 for related party transaction related to the Warrant liabilities. The amounts outstanding are unsecured and no guarantees have been given or received. No allowances for credit losses have been made for debts in respect of the amounts owed by related parties. Interest expense, net, on related party transactions for the year ended December 31, 2021, 2020 and 2019 was $ 0 , $ 1,554 , and $ 8,457 , respectively. These balances are recognized and included within “Other (expense) / income, net”. Transactions with Topco The amounts owed from Topco arose from the disposal of PMSL, a previous subsidiary of Paysafe Group Limited. Before the Transaction, the contingent consideration payments from the disposal of PMSL were made by the buyer to Topco and Topco was obligated to transfer the consideration received to Legacy Paysafe (See Note 13), resulting in a receivable from Topco. In connection with the Transaction, Legacy Paysafe transferred the contingent consideration receivable to PGHL and as a result, Topco’s obligation is now with PGHL. The remaining receivable relates to payments made by the buyer to Topco that have not been transferred to the Company. This receivable is GBP denominated and the movement in the balance is due to foreign currency translation. As of December 31, 2021 and 2020, the amounts owed from Topco related to the disposal of PMSL were $ 4,408 and $ 4,455 , respectively. Transactions with PGHL In January 2018, Legacy Paysafe entered into a shareholder term loan agreement with PGHL for an amount of $ 317,760 , used to fund part of the acquisition price of Paysafe Group Limited. The loan carries interest at a rate equal to the US Applicable Federal Rate. The interest is capitalized to the loan annually and is payable with the principal in July 2026 or earlier at the option of the Company. During the year ended December 31, 2021, in connection with the Transaction, the Company fully settled this loan through the following transactions, (i) an amount of $ 159,302 was settled in connection with the contingent consideration receivable transfer to PGHL (See Note 13), (ii) an amount of $ 26,000 was settled in connection with additional contributions from PGHL into Skrill USA, which were funded by Legacy Paysafe. PGHL owns 100 % of Skrill USA’s share capital. As a VIE of the Company, Skrill USA’s equity and results are presented as non-controlling interest in these financial statements, and therefore this additional capital contribution was presented as “Contributions from non-controlling interest holders” in the Consolidated Statements of Shareholder’s Equity and (iii) the remaining loan balance of $ 10,694 was released by PGHL as consideration for the issuance of 233,376 additional ordinary shares by Legacy Paysafe, which is presented as “Capital injection in Legacy Paysafe” in the Consolidated Statements of Shareholder’s Equity. The Company has a receivable from PGHL which is interest free and repayable on demand. As of year ended December 31, 2021 and 2020 this receivable balance is $ 2,069 and $ 1,776 , respectively. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 23. Subsequent events Subsequent to December 31, 2021, the Company acquired 100 % equity interest in Skrill USA (See Note 1), issued additional share based payment awards (See Note 16) and completed the acquisition of SafetyPay (See Note 19). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation In these Consolidated Financial Statements and related notes, Paysafe Limited and its consolidated subsidiaries are referred to collectively as “Paysafe,” “‘we,” “us,” and “the Company” unless the context requires otherwise. Paysafe is a leading global provider of end-to-end payment solutions. Our core purpose is to enable businesses and consumers to connect and transact seamlessly through our payment platforms. Paysafe Limited was originally incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of acquiring Foley Trasimene Acquisition Corp. II (“FTAC”). FTAC was originally incorporated in the State of Delaware on July 15, 2020 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar transaction with one or more businesses. FTAC completed its Initial Public Offering (“IPO”) in August 2020. On December 7, 2020, Paysafe Limited, FTAC, Merger Sub Inc., (a Delaware corporation and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “Merger Sub”), Paysafe Bermuda Holding LLC (a Bermuda exempted limited liability company and direct, wholly owned subsidiary of Paysafe Limited, herein referred to as “LLC”), Pi Jersey Holdco 1.5 Limited (a private limited company incorporated under the laws of Jersey, Channel Islands on November 17, 2017, herein referred to as “Legacy Paysafe” or “Accounting Predecessor”), and Paysafe Group Holdings Limited (a private limited company incorporated under the laws of England and Wales, herein referred to as “PGHL”), entered into a definitive agreement and plan of merger which was consummated on March 30, 2021. This is further discussed in Note 2 under Reorganization and Recapitalization (the “Transaction”). In connection with the Transaction, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Prior to the Transaction, Legacy Paysafe was a direct, wholly owned subsidiary of Paysafe Group Holdings Limited and was primarily owned by funds advised by affiliates of CVC Capital Partners (such funds collectively, “CVC”) and The Blackstone Group Inc. (“Blackstone”). This ownership was through the ultimate parent entity, Pi Jersey Topco Limited (“Topco” or the “Ultimate Parent”), who directly wholly owns PGHL. As a result of the Transaction, Legacy Paysafe is a wholly owned subsidiary of the Company. Subsequent to the Transaction, Topco, CVC and Blackstone retain ownership in the Company. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) . |
COVID-19 Impacts | COVID-19 Impacts In March 2020, an outbreak of a novel strain of the coronavirus (referred to as COVID-19) occurred and developed such that on March 11, 2020, the World Health Organization has characterized the outbreak as a pandemic. As a result of the COVID-19 pandemic, we experienced slowed growth or decline in new demand for our products and services and lower demand from our existing merchants, which contributed, in part, to intangible impairments and an increase in expected credit losses in the prior year. The Company continues to revise and update the carrying values of its assets or liabilities based on estimates, judgments and circumstances of which it is aware. While the COVID-19 pandemic continues to have ongoing global effects, for the year ended December 31, 2021, there have been no material impacts on our estimates, but facts and circumstances could change and impact our estimates and affect our results of operations in future periods. |
Principles of Consolidation | Principles of consolidation The accompanying consolidated financial statements for the year ended December 31, 2021 include the accounts of the Company, and its subsidiaries after giving effect to the transaction with FTAC completed on March 30, 2021. The comparative financial information for the years ended December 31, 2020 and 2019 is based upon the accounts of Pi Jersey Holdco 1.5 Limited as included on Form 20-F filed on April 1, 2021, prior to giving effect to the Transaction. Prior to the Transaction, Paysafe Limited had no material operations, assets or liabilities. All intercompany transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The Company’s significant estimates relate to allocation of the purchase price paid for acquired businesses, revenue recognition, impairment testing of goodwill and intangible assets, credit losses, income taxes, and litigation provision. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
Variable Interest Entities | Variable Interest Entities A variable interest entity (“VIE”) is an entity in which the equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company will be considered to have a controlling financial interest and will consolidate a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company has a variable interest in Skrill USA, a company that provides digital wallet services to U.S. customers. Under the terms of a 2015 agreement for the sale and purchase of the original family of Skrill-related entities, Skrill USA was fully separated from Paysafe ownership as a result of U.S. regulatory considerations. Skrill Ltd, an entity of Paysafe, has a market support arrangement which supports the business and operations of Skrill USA for the purpose of expanding the Skrill brand and business in the U.S. market. In addition, Skrill Ltd and Optimal Payment Services Inc., both Paysafe entities, have an outsourcing arrangement with Skrill USA for a license to offer money transfer and related services in the U.S. market. Through these arrangements, the Company assumes all or a portion of the risk and cost of the operations of Skrill USA representing a variable interest. These arrangements also provide the Company with economic interest in Skrill USA, as well as implied power in making significant decisions through its partnerships with certain products, overall strategic advice, operating support, and use of Company technology. As a result, Skrill USA was determined to be a VIE and the Company deemed the primary beneficiary. The assets, liabilities, and results of operations of Skrill USA are consolidated in the Company's consolidated financial statements. However, as the Company has no direct equity ownership in Skrill USA, 100 % of the equity (net assets) and results of operations are presented as a non-controlling interest in the Company’s consolidated financial statements. N on-controlling interests include the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. During January 2022, the Company completed its agreement with Skrill-related entities by which it acquired 100 % of the equity interest of Skrill USA. As a result, Skrill USA will be accounted for as a wholly owned subsidiary and will no longer represent a VIE or non-controlling interest to the Company subsequent to December 31, 2021. The change in ownership will be accounted for as an equity transaction, with no gain or loss recognized, and the carrying amount of the non-controlling interest will be adjusted to reflect the change in ownership interest. |
Customer Accounts and Other Restricted Cash, Net | Customer accounts and other restricted cash, net Under the Company’s regulatory requirements, the Company is required to safeguard customer funds that have been received either in exchange for electronic money (“e-money”) issued or within the transaction settlement cycle to merchants. Such amounts are recorded in Customer accounts and other restricted cash in our Consolidated Statements of Financial Position, as described below. Depending on the underlying regulations, the Company may satisfy these safeguarding requirements by either placing qualifying liquid assets in a segregated bank account, by insuring the funds with an authorized insurer or by obtaining guarantees from authorized credit institution. Customer accounts and other restricted cash include cash on hand and liquid investments with a maturity of three months or less when purchased. As of December 31, 2021, $ 387,456 of cash held in escrow related to the draw down of the USD Incremental Term Loan is presented within "Customer accounts and other restricted cash." This cash was restricted from use until the completion of the SafetyPay acquisition which completed in the first quarter of 2022 (See Note 19). This has been presented as a financing inflow in the Consolidated Statements of Cash Flows. |
Settlement Receivables, Net | Settlement receivables, net Settlement receivables, net include balances arising from timing differences in the Company's settlement process between the cash settlement of a transaction and the recognition of the associated liability (for example, liabilities to customers and merchants). These balances mainly arise in the Digital Commerce segment. When customers fund their digital wallet account using their bank account or a credit card or debit card, there is a clearing period before the cash is received or settled, usually within 5 business days. Settlement receivables, net also includes receivables from distribution partners within Digital Commerce. These receivables represent amounts collected by the distribution partners in exchange for the issuance of a prepaid payment voucher, prior to settlement with the Company. The Company had settlement receivables, net from the following parties: As of December 31, 2021 2020 Third party payment processors $ 78,058 $ 127,619 Distribution partners 71,794 95,464 Total $ 149,852 $ 223,083 Settlement receivables are initially measured at fair values and subsequently measured at their amortized cost less allowance for credit losses. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. |
Accounts Receivable | Accounts receivable Accounts receivable includes receivables mainly from US Acquiring merchants that represent processing revenues earned but not yet collected. Refer to Allowance for credit losses below for the measurement of the allowance for credit losses. Accounts receivable are classified as current assets if receipts are due within one year or less. If not, they are presented as non-current assets. Accounts receivable, net including receivables from payment processing merchants that represent processing revenues earned but not yet collected, are initially measured at fair value and subsequently measured at their amortized cost less allowance for expected credit losses. |
Allowance for Credit Losses | Allowance for credit losses The Company has exposure to credit losses for financial assets including customer accounts and other restricted cash, settlement receivables, accounts receivable, and financial guarantee contracts to the extent that a chargeback claim is made against the Company directly or to the Company’s merchants on card purchases. The Company adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , on January 1, 2020. We utilize a combination of aging and probability of default methods to develop an estimate of credit losses, depending on the nature and risk profile of the underlying asset pool. A broad range of information is considered in the estimation process, including historical loss information adjusted for current conditions and expectations of future trends. The estimation process also includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing and probability of default, loss given default, exposure at default, merchant risk profiles, and relevant macro-economic factors. Financial assets are presented net of the allowance for credit losses in the Consolidated Statements of Financial Position. The allowance for credit losses related to financial guarantees and merchant overdrafts are recorded as a liability and included within “Accounts payable and other liabilities” within the Consolidated Statements of Financial Position. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of “Selling, general and administrative” in the Consolidated Statements of Comprehensive Loss. Write-offs are recorded in the period in which the asset is deemed to be uncollectible. Prior to the adoption of ASU 2016-13, credit losses on these financial assets were recognized when an occurrence was deemed to be probable. |
Credit Risk Characteristics and Concentration | Credit risk characteristics and concentration Customer accounts and other restricted cash are deposited with different banking partners with a variety of credit ratings and credit exposure are regularly monitored and managed by the Company’s Safeguarding and Treasury Committee ("STC"). Management considers the risk of loss from these financial instruments to be low. Settlement receivables primarily relate to receivables from third party payment institutions arising in both the Company's US Acquiring and Digital Commerce businesses, as well as receivables from distribution partners arising in the Company's Digital Commerce business. These receivables are closely monitored on a regular basis and are not considered to give rise to material credit risk. The Digital Commerce business utilizes insurance and credit limits with its distribution partners to limit its overall gross exposure. Credit quality of a customer and distributor is assessed based on their industry, geographical location and financial background, with credit risk managed based on this assessment (i.e. trading limits, shortened payment period and/or requiring collateral usually in the form of bank guarantees, insurance or cash deposits or holdbacks which can legally be claimed by the Company to cover unpaid receivables). Accounts Receivable balances are regularly monitored to flag any unusual activities such as chargebacks. Having a significant number of consumers and merchants which are geographically widespread and the merchants active in various industries, the exposure to concentration risk is also mitigated. The global credit risk framework allows the Company to forecast under normal business conditions the probability of the occurrence of credit events before they occur. Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and controls relating to customer credit risk management. The Company issues financial guarantee contracts to its sponsor banks mainly within its US Acquiring business for which the Company is exposed to losses from potential chargeback claims. A significant portion of the Company’s exposure to credit risk arises from the threat of chargeback claims against Paysafe directly or Paysafe merchants on card purchases. Chargebacks result in credit exposure to Paysafe when either the merchant or other partners become bankrupt or are otherwise unable to meet their financial obligation. The Company manages the exposure to credit risk by employing various online identification verification techniques, enacted transaction limits, reserves or guarantees held and a number of credit risk management and monitoring tools such as an internally developed credit risk calculator, early warning system and daily credit agency and other third party alerts where potential signs of financial stress on merchants and partners are flagged. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment loss. Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years Depreciation expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Consolidated Statements of Comprehensive Loss. |
Leases | Leases The Company determines whether an arrangement is a lease at inception. The Company has operating leases for offices, data centers, and corporate apartments. Leases have remaining lease terms of less than one year to ten years , some of which have the option to extend the lease term for an additional five years. Certain leases also include the option to terminate the lease within one year. We recognize lease extension and termination options that we are reasonably certain to exercise when determining the lease term used to establish our right-of-use assets and lease liabilities. As of December 31, 2021 and 2020 the Company is not aware of any unrecognized leases. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise, fixed lease payments (including in-substance fixed payments) less any lease incentives received and receivable, and variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date. During the years ended December 31, 2021, 2020 and 2019 the amount of variable lease expense incurred was no t significant. The right-of-use asset is initially measured at the amount equal to the lease liability, adjusted for any lease payments made at or before lease commencement, lease incentives and any initial direct costs. Subsequently, the right-of-use asset is subject to amortization which is recognized on a straight-line basis over the lease term in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative”. The lease liabilities are presented as separate lines in the Consolidated Statements of Financial Position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The interest on the lease liability is recognized in the Consolidated Statements of Comprehensive Loss in “Selling, general and administrative”. The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • The lease term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. • A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. • When a lease term has changed or been modified, variable lease payments that depend on an index or a rate shall be remeasured using the index or rate as of the date the remeasurement is required. |
Finite-Lived Intangible Assets | Finite-lived intangible assets Acquired computer software is stated at cost less accumulated amortization and accumulated impairment losses. Other intangible assets, including customer relationships and brands that are acquired by the Company and have finite useful lives, are recognized at fair value at the acquisition date and amortized using the straight-line method over the estimated useful life of the intangible asset. Amortization expense is recorded in the Consolidated Statements of Comprehensive Loss in “Depreciation and amortization.” In addition to customer relationships that are derived from the acquisition of a business, customer relationships also include acquisitions of merchant portfolios. An intangible asset is recorded for the acquisition of the merchant portfolio when: 1) the merchant portfolio acquired is identifiable and has a contract in place that provides the rights and obligations related to the merchant relationship, 2) the legal rights to future revenues from the acquired merchant portfolios can be obtained, and 3) future economic benefits will be generated from the merchant portfolio. Customer relationships relating to acquisitions of merchant portfolios are initially measured at their acquisition date fair values and subsequently measured at carrying amount less accumulated amortization and accumulated impairment losses. On occasion, the cost of a merchant portfolio will include both an initial (“up-front”) and a contingent element of the consideration. The Company assesses the fair value of the contingent consideration at each reporting period and any adjustments are recognized as an adjustment to the cost of the asset. In estimating the useful lives of customer relationships, the Company considers the expected use of the asset; legal, regulatory and contractual provisions; historical attrition rates of the customer relationships, as well as the Company’s historical experience in renewing or extending similar customer relationships; and economic factors. Management reassesses the estimated useful lives of our intangible assets on an annual basis. See Note 6 for further information. Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 20 years |
Software Development Costs | Software development costs The Company develops software that is used in providing services to customers. Costs incurred during the preliminary project stage are expensed as incurred. Capitalization of costs begins when both of the following occur: 1) the preliminary project stage is completed, and 2) management, with the relevant authority, authorizes and commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalization of costs ceases when the software is substantially complete and ready for its intended use. Capitalized costs include payroll and payroll-related costs, including external consulting fees. Capitalized costs incurred to develop software for internal use are amortized on a straight-line basis over an estimated useful life of three to ten years and are recorded as “Depreciation and amortization” on the Consolidated Statements of Comprehensive Loss. Costs related to maintenance of internal use software are expensed as incurred. Expenses for research and development activities (except for certain computer software and web site development costs) are expensed as incurred unless the expenditure relates to an item with an alternative future use. Research and development expense for the year ended December 31, 2021, 2020 and 2019 was $ 8,574 , $ 7,952 and $ 11,748 , respectively. |
Impairment of Finite-Lived Intangible and Long-Lived Assets | Impairment of finite-lived intangible and long-lived assets The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable. When factors indicate that these assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded as “Impairment expense on intangible assets” within the Consolidated Statements of Comprehensive Loss. Fair values are determined based on a discounted cash flow analysis . The Company also regularly evaluates whether events and circumstances have occurred that indicate the useful lives of long-lived assets and finite-lived intangible assets may warrant revision. See Note 6 for further information regarding the Company’s impairment review of finite-lived intangible assets. |
Goodwill | Goodwill Goodwill is required to be allocated to reporting units which are either (1) an operating segment or (2) components of an operating segment that are one level below and for which discrete financial information is prepared and regularly reviewed by segment management. The Company considers its reporting units to be at the operating segment level for US Acquiring and one level below for Digital Commerce. Goodwill is tested for impairment at a minimum on an annual basis on October 1; and more frequently when there is an indicator of impairment. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit is based on a discounted cash flow model involving several assumptions. When appropriate the Company considers assumptions a hypothetical marketplace participant would use in estimating future cash flows. See Note 5 for further information. |
Business Combinations | Business combinations The Company performs a two-step analysis to determine whether a transaction will be considered as the acquisition of a business or the acquisition of an asset. Firstly, an initial screening test is performed, which determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identified assets. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. Asset acquisition is accounted for using a cost accumulation model. The acquired assets including related transaction costs are recorded at cost when cash consideration is used. If the consideration is non-cash, then the recording of the assets is based on the fair value of the assets acquired. Direct and incremental acquisition costs are included in the cost of the acquisition. Contingent consideration that is accounted for as a derivative is recognized at fair value. Otherwise, such consideration generally is recognized when it becomes probable and reasonably estimable. Any excess of the cost of the acquisition over the fair value of the net assets acquired is allocated to assets on the basis of relative fair values. Goodwill is not recognized. Asset acquisitions generally consist of the purchase of merchant portfolios which are accounted for as intangible assets. Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interest issued by the Company in exchange for control of the acquiree. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognized at their fair value. Goodwill is measured as the excess of the sum of the consideration transferred over the net of the acquisition date amounts of the identifiable assets and liabilities assumed. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Payments related to contingent consideration made on or within three months of the business combination date is viewed as an extension of the business combination, and such payments are classified as investing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) less payments made on or within three months of the business combination date are classified as financing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date that exceed those classified as financing activities are classified as operating activities in the Consolidated Statements of Cash Flows. |
Funds Payable and Amounts Due to Customers | Funds Payable and Amounts Due to Customers The Company recognizes a liability upon the issuance of e-money to its customers and merchants equal to the amount of electronic money that has been issued. In addition, where the Company is in the flow of funds in the transaction settlement cycle, a liability is recognized for the amount to be settled to merchants. These amounts are presented as “Funds payable and amounts due to customers” in the Company’s Consolidated Statements of Financial Position. |
Revenue Recognition | Revenue recognition The Company has prepared these financial statements under Accounting Standard Codification (“ASC”) 606, Revenue From Contracts With Customers and ASC 340-40, Other Assets and Deferred Costs - Contracts With Customers (collectively referred to as the “Revenue Standard”). The Revenue Standard provides a five-step framework to determine when and how revenue is recognized, based on the core principle that revenue is recognized to depict the transfer of 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 Revenue Standard also requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company provides payment solutions through two primary lines of business: US Acquiring and Digital Commerce. The US Acquiring revenue streams are earned by charging merchants processing fees for facilitating payment processing transactions. The Digital Commerce revenue streams are almost entirely derived from charging merchants’ fees for allowing payments on their platforms using our products or from charging customers on a transactional basis for using our services. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at both the segment and reporting unit level (See Note 21). For each primary source of revenue within these business lines, the Company’s main performance obligation is to stand ready to provide payment services to merchants and consumers. Some of the Company’s contracts with customers include promises to transfer multiple goods and services. The primary goods offered by the Company are point of sale terminals that are offered in the US Acquiring segment. The Company recognizes revenue net of taxes collected from customers. These taxes are subsequently remitted to governmental authorities. Our contracts with customers have different durations across our business segments, depending on the nature of the good or service provided and whether the contracts are with consumers or merchants. The Company’s primary consumer facing revenue streams are within the Digital Commerce business line in which our consumer facing contracts are online terms and conditions that the consumers agree on as terms of business; these are typically open ended and can be terminated without penalty by either party. Therefore, our contracts in this segment are essentially defined at the transaction level and there is no commitment to provide further services beyond the services already provided. Our merchant contracts in the Digital Commerce segment are formal written contractual agreements with merchants who accept our services on their platforms. These contracts are longer-term relationships structured as open-ended contracts and are typically cancellable by either party with 30-60-day written notice. The Company does not contract directly with consumers within our US Acquiring segment; as such, our contracts in this segment are all written contractual agreements primarily in two main categories. The first category includes contracts with our sponsor banks and processing partners, which are typically long-term contractual relationships with durations of 5 years, but continuing in effect with automatic renewals of a year or longer. These agreements usually have termination clauses requiring written notice and 90 to 180-day notice periods. The second category is our contracts with merchants. The contracts with merchants are tri-party agreements, usually between the Company, the merchants and sponsor banks with durations of 3 years followed by annual auto-renewals at the end of the terms. Termination clauses generally require 30 days written notice. While the duration of contacts may differ, the primary source of revenue is consistent across segments and consumer base. Significant judgments: An area of significant judgment for the Company is the determination of the principal agent consideration under the Revenue Standard. For the Company’s US Acquiring segment, the Company has concluded that its promise to customers to provide payment services is distinct from the services provided by the card issuing financial institutions and payment networks in connection with payment transactions. The Company does not have the ability to direct the use of and obtain substantially all the benefits from the services provided by the card issuing financial institutions and payment networks before those services are transferred to the customer. As a result, the Company presents revenue for its US Acquiring segment net of the interchange fees charged by the card issuing financial institutions and the fees charged by the payment networks. Another area of significant judgment involves determining whether goods and services are considered distinct performance obligations that should be accounted for separately, or together as one performance obligation. This includes determining whether distinct services are part of a series of distinct services that are substantially the same. The Company has determined that the primary services offered to its customers comprise a series of distinct performance obligations, that are substantially similar with the same pattern of transfer. Hence, these services are considered a single performance obligation. The Company also concluded that the goods offered in our contracts, comprising primarily of point of sale terminals, were not material individually or in the aggregate to the contract and no allocation of consideration was made to those goods. The Company recognizes revenue as it satisfies a performance obligation by transferring control over the service to a customer for which the timing and quantity of transactions to be processed is not determinable at the inception of the contract. The Company’s promise to stand ready to provide electronic payment services is not based on a specified number of transactions, but rather is a promise to process all the transactions needed each day. As such the nature of the promise is that of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time. Accordingly, the promise to stand ready is accounted for as a single-series performance obligation for which the measure of progress is time. The majority of our payment services are priced as a percentage of transaction value or a specified fee per transaction. We also charge other fixed fees based on specific services that may be unrelated to the number of transactions or transaction value. Given the nature of the promise and that the underlying transaction fees are based on unknown quantities of transactions or outcomes of services to be performed over the contract term, the total consideration for each primary source of revenue is determined to be variable. The Company allocates the variable fees to the individual day in which the services were wholly performed and for which it has the contractual right to bill those wholly performed services under the contract. Therefore, we measure revenue for our payment service daily based on the services that are performed on that day. US Acquiring US Acquiring services are primarily derived from processing credit and debit card transactions for merchants. Revenue is earned by charging merchants either as a percentage-based fee of the payment volumes processed or as a charge per transaction, pursuant to the respective merchant agreements, as well as certain fixed charges for various ancillary items and services on a monthly or annual basis. The fee revenue can include charges to process transactions, foreign exchange services for settling foreign currency transactions, gateway services, fraud and risk management services and charges for accepting alternative payments. Within our US Acquiring segment, the nature of our billing depends on whether we are in the flow of the funds. When we are in the flow of funds, we can direct debit our fees and settle with our customers on a net basis. When the Company does not have direct access to debit our customer accounts, we typically collect by billing our merchant banking partners on a monthly basis, and our invoices are due immediately upon receipt. Digital Commerce Digital Commerce services are offered through the NETELLER and Skrill brands. Consumer and merchant revenues are earned either as a fee calculated as a percentage of funds processed or as a charge per transaction, pursuant to the respective consumer and merchant agreements, as well as fees from cross-currency transactions. We typically have the authority to directly debit our consumers’ pre-funded digital wallet accounts and the merchant wallet accounts, as such, when we earn revenue from transaction fees we are not required to separately bill for amounts earned and collectability is reasonably assured. In addition, the Digital Commerce services are also offered through the paysafecard prepaid payment vouchers, which are sold directly to customers through third party distributors and paysafecard online payment accounts. The third-party distributors are a network of sales points from which customers may purchase prepaid vouchers; the Company pays a sales commission to its distributors for this service. The revenue is earned from fees charged to merchants accepting payments made using the paysafecard services as well as fees charged to customers on a transactional basis. When a customer purchases a prepaid payment voucher, consideration is collected by the distribution partner prior to settlement with the Company. The redemption of the voucher is the point we earn the revenue and collectability of our revenue is reasonable assured. These services are offered under the Paysafecard and Paysafecash brands. Interest revenue Interest revenue is earned on the funds held on behalf of customers and is accrued on a monthly basis, by reference to the principal outstanding and at the effective interest rate applicable. While this is not revenue earned from contracts with customers, interest revenue on consumer funds held by the Company is presented in Revenue since it is earned on funds that are held as part of the Company’s revenue generating activities. Cost to obtain and fulfil a contract The Revenue Standard requires the Company to capitalize certain incremental contract acquisition costs and the Company has determined that sales commissions for new contract acquisitions payable to employees of Paysafe in the sales function, meet this requirement. The Company recognizes incremental sales commission costs of obtaining a contract as an expense when the amortization period for those assets is one year or less per the practical expedient under the Revenue Standard. Incremental sales commission costs with an amortization period of more than one year and sales commissions for contract renewals are not material. We capitalize incremental costs incurred to fulfil our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligation under the contract, and (iii) are expected to be recovered through revenue generated under the contract. Incremental costs to fulfill customer contracts are not material. Contract balances We do not have any material contract balances associated with our contracts with customers. Remaining performance obligation The Revenue Standard requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as permitted by the Revenue Standard, the Company has elected to exclude disclosing any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. As described above, the Company’s most significant performance obligations consist of variable consideration under a stand-ready series of distinct days of service, which typically represent all or almost all of the total transaction price for the related contract. The variable consideration that will be allocated to future days of service is not required to be disclosed as these days of services are wholly unsatisfied at the Company’s reporting date. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material. |
Cost of Services (Excluding Depreciation and Amortization | Cost of services (excluding depreciation and amortization) Cost of services (excluding depreciation and amortization) primarily relate to fees incurred by the Company in the processing and settlement of transactions. US Acquiring: Cost of services (excluding depreciation and amortization) consists primarily of merchant residual payments to our network of Independent Sales Organizations (“ISOs”) and other fees incurred by the Company in processing of transactions. Cost of services (excluding depreciation and amortization) does not include interchange fees charged by the card issuing financial institutions and fees charged by payment networks in this line of business, which are presented net within revenue. Digital Commerce: Cost of services (excluding depreciation and amortization) in connection with the services offered under the NETELLER and Skrill brands as described above is primarily composed of the costs the company incurs to accept a customer’s funding source of payment and subsequent withdrawals from the wallet. These costs include fees paid to payment processors and other financial institutions in order to draw funds from a customer’s credit or debit card, bank account, or other funding source they have stored in their digital wallet accounts. Cost of services (excluding depreciation and amortization) in relation to the Paysafecard and Paysafecash brands is primarily comprised of commissions paid to distributors. |
Restructuring and Other Costs | Restructuring and other costs Restructuring and other costs include acquisition costs related to the Company’s merger and acquisition activity, restructuring costs, strategic transformation costs resulting from value creation initiatives following business acquisitions and professional consulting and advisory fees related to public company readiness activities. This includes certain professional advisory costs, office closure costs and resulting severance payments to employees. |
Deferred Equity Costs | Deferred equity costs Transactions costs that are incremental and directly attributable to an equity transaction are deferred and charged against the gross proceeds received upon completion of the equity transaction. For the year ended December 31, 2020 , deferred equity costs related to the Transaction (See Note 2) were $ 9,545 , respectively, and were included in “Prepaid expenses and other current assets” within the Statements of Financial Position. The cash outflows associated with these costs are classified as financing cash outflows. There were no deferred equity costs for the year ended December 31, 2021 or 2019. |
Employee Benefits | Employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably. The Company operates a defined contribution plan for its employees. Payments to defined contribution plans are recognized as an expense when employees have rendered the service entitling them to the contributions. Expense recognized for defined contribution plans for the year ended December 31, 2021, 2020 and 2019 was $ 5,782 , $ 5,417 and $ 4,427 , respectively. |
Advertising Costs | Advertising costs Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2021, 2020 and 2019 was $ 38,509 , $ 39,788 and $ 34,202 , respectively. |
Foreign Currencies | Foreign currencies The Company has operations in foreign countries whose currency differs from the functional currency of the Company and its subsidiaries. Gains and losses on transactions denominated in currencies other than the functional currency are included in determining net income (loss) for the period. Foreign exchange gains and losses are included within “Other (expense) / income , net”. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period end exchange rate into United States Dollars (“USD”), the Company’s reporting currency. Income statement items are translated at the average monthly rates prevailing during the year. The resulting translation adjustment is recorded as a component of other comprehensive income and is included in “Accumulated Other Comprehensive Loss”. |
Income Taxes | Income Taxes The provision for income taxes is determined using the asset and liability approach considering guidance related to uncertain tax positions. Tax laws require items to be included in tax filings at different times than the items are reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are initially recognized at enacted tax rates and are adjusted for any enacted changes in tax rates and tax laws. Subsequent changes to deferred taxes originally recognized in equity are recognized in income. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions in the provision for “Income tax (benefit) / expense” on the Consolidated Statements of Comprehensive Loss. |
Fair Value Measurements | Fair value measurements The Company follows ASC 820, Fair Value Measurements , which defines fair value as the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value is based on the principal or most advantageous market in which the Company could participate and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset. The Company uses the hierarchy prescribed in the aforementioned accounting guidance for fair value measurements, based on the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels of the hierarchy are as follows: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date, • Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability if it has a specified or contractual term, and • Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value allowing for inputs reflecting the Company’s assumptions about what other market participants would use in pricing the asset or liability, including assumptions about risk. There were no material transfers of account balances between the three levels of hierarchy for the year ended December 31, 2021 or 2020 . |
Financial Instruments | Financial instruments Financial instruments measured at fair value through profit or loss are measured at fair value with changes in fair value recognized in the Consolidated Statements of Comprehensive Loss. These financial instruments include contingent consideration receivable, deferred and contingent consideration payable, and derivative financial assets and liabilities. Financial assets measured at amortized cost include cash and cash equivalents, customer accounts and other restricted cash, accounts receivable and settlement receivables. Financial liabilities measured at amortized cost include debt, accounts payable and other liabilities, and funds payable and amounts due to customers. Financial liabilities are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Finance costs are charged to the Consolidated Statements of Comprehensive Loss using the effective interest rate method. Offsetting Financial assets and liabilities are offset and the net amount presented in the Consolidated Statements of Financial Position when, and only when, the Company has a legally enforceable right to set off the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when permitted by the accounting standards. Derivative instruments The Company accounts for derivatives in accordance with ASC 815, Derivatives and Hedging , which provides accounting and reporting guidance for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the Consolidated Statements of Financial Position at fair value. The Company’s derivatives balances in the financial statements are classified as current or non-current, dependent on their respective maturities. The Company enters into derivative financial instruments to manage its interest rate risk related to its financing operations. Payments under our derivative financial instruments are included in financing cash flows in the Consolidated Statements of Cash Flows. The Company does not enter into derivative financial instruments for speculative purposes. As of December 31, 2021, the Company had cancelled all interest swaps and caps that had historically been accounted for as a derivative financial liability in the Consolidated Statements of Financial Position. |
Warrants | Warrants The Company accounts for warrants as derivative liabilities under ASC 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , as they are freestanding instruments with provisions that preclude them from being indexed to the Company’s stock. The warrants were initially recorded at fair value on the closing date of the Transaction (March 30, 2021 as described in Note 2) based on the public warrants listed trading price (NYSE: PSFE.WS) and are subsequently remeasured at the balance sheet date with the changes in fair value recognized within “Other income / (expense), net” in the Consolidated Statements of Comprehensive Loss. The warrants consist of public and private warrants. The publicly quoted price of the public warrants is used for valuing the private warrants on the basis that they cannot be transferred without losing their private warrant features, the only exit market in which they would be sold would be the public market and it is not likely that a market participant would pay a price different to that observed for the public warrants. |
Share-Based Compensation | Share-based compensation The Company accounts for share-based compensation plans in accordance with ASC 718, Compensation - Stock Compensation , which requires the recognition of expense related to the grant date fair value of share-based compensation awards. The grant date fair value of the A ordinary shares and B ordinary shares was determined using a Monte Carlo method. The determination of the grant date fair value is affected by assumptions regarding a number of complex and subjective variables, including expected stock price volatility over the expected term of the award, the risk-free interest rate for the expected term of the award and expected dividends. The awards were subject to a service condition, a performance condition and a market condition. As of December 31, 2021, a majority of the share-based compensation was fully expensed as a majority of the vesting conditions were met upon completion of the Transaction (See Note 2 and 16). The grant date fair value of the restricted stock units is determined using the Company’s stock price on the date of grant. These awards are subject to a service condition or a performance condition. The awards with a service condition vest ratably over three years and the share-based compensation expense is recognized over this requisite service period using the straight-line method. The awards with a performance condition vest at the end of one- or three-years and the number of stock units that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount. Share-based compensation expense for these awards are recognized over the requisite service period and as the performance targets are considered probable of being achieved. The Company accounts for forfeitures as they occur. |
Earnings Per Share | Earnings per share Basic earnings per share is computed by dividing net income (loss) attributable to the Company by the weighted average shares outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) attributable to the Company, adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period including all potentially dilutive securities as determined under the treasury stock method. In periods when we have a net loss, all potentially dilutive securities are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes . This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments in this ASU are intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments are also intended to improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this new guidance on January 1, 2021 which did not have a material effect on our consolidated financial statements. |
Accounting Standards Issued But Not Yet Adopted | Accounting Standards Issued but not yet Adopted Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and which are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) : Scope, which clarified the scope of ASU 2020-04 indicating that certain optional expedients and exceptions included in ASU 2020-04 are applicable to derivative instruments affected by the market-wide change in interest rates used for discounting, margining, or contract price alignment. Our exposure to London Interbank Offered Rate (“LIBOR”) is limited to our New Term Loan Facility (USD). At this time, we do not expect to elect the optional expedients and accordingly, this guidance is not expected to have an impact on our consolidated financial statements. Convertible Debt Instruments In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and must be adopted as of the beginning of the Company's fiscal year. The Company has adopted this new guidance effective January 1, 2022. This new guidance did not have an effect on our consolidated financial statements. Business Combinations 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 update improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to 1) recognition of an acquired contract liability and 2) payment terms and their effect on subsequent revenue recognized by the acquirer. This guidance will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including interim periods within those fiscal years. The Company will adopt this new guidance effective January 1, 2023. This new guidance is not expected to have an effect on our consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Settlement Receivables | The Company had settlement receivables, net from the following parties: As of December 31, 2021 2020 Third party payment processors $ 78,058 $ 127,619 Distribution partners 71,794 95,464 Total $ 149,852 $ 223,083 |
Schedule of Property Plant and Equipment | A summary of the Company’s property, plant and equipment is as follows: As of December 31, Estimated Useful Lives 2021 2020 Computer and communication equipment 2 - 5 $ 26,211 $ 31,874 Furniture and other equipment 3 - 5 13,199 13,860 Leasehold improvements 1 - 10 4,427 6,654 Accumulated depreciation ( 28,930 ) ( 33,697 ) Property, plant and equipment, net $ 14,907 $ 18,691 |
Schedule of Property, plant and equipment at cost less accumulated depreciation and any impairment loss | Depreciation is recognized over the estimated useful lives of the corresponding assets, using the straight-line method, on the following basis: Computer and communication equipment 2 - 5 years Furniture and other equipment 3 - 5 years Other assets are depreciated over their estimated useful lives, using the straight-line method, on the following basis: Leasehold improvements Over the lesser of the lease term or 10 years |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized using the straight-line method over the expected life of the intangible asset on the following basis: Brands 3 - 14 years Computer Software 3 - 10 years Customer Relationships 2 - 20 years |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to the Company (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share attributable to the Company. Year ended December 31, 2021 2020 2019 Numerator Net loss attributable to the Company - basic $ ( 110,954 ) $ ( 126,715 ) $ ( 110,198 ) Net loss attributable to the Company - diluted $ ( 110,954 ) $ ( 126,715 ) $ ( 110,198 ) Denominator Weighted average shares – basic 723,712,602 723,712,382 723,712,382 Weighted average shares – diluted 723,712,602 723,712,382 723,712,382 Net loss per share attributable to the Company Basic $ ( 0.15 ) $ ( 0.18 ) $ ( 0.15 ) Diluted $ ( 0.15 ) $ ( 0.18 ) $ ( 0.15 ) |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components Loss Before Taxes | The components of loss before taxes for the year ended December 31, 2021, 2020 and 2019 consisted of the following: For the Year Ended December 31, 2021 2020 2019 United Kingdom $ ( 447,808 ) $ ( 83,049 ) $ ( 28,289 ) United States ( 73,789 ) ( 177,582 ) ( 139,950 ) Foreign Other 326,159 74,718 41,578 Loss from operations before taxes $ ( 195,438 ) $ ( 185,913 ) $ ( 126,661 ) |
Schedule of Income Tax Benefit | The income tax benefit consists of the following: For the Year Ended December 31, 2021 2020 2019 Current: United Kingdom $ ( 4,364 ) $ ( 1,041 ) $ ( 1,363 ) United States ( 25,926 ) ( 16,698 ) ( 2,189 ) Foreign Other 42,173 19,682 14,445 Total 11,883 1,943 10,893 Deferred: United Kingdom ( 90,345 ) ( 3,664 ) ( 9,659 ) United States 4,468 ( 42,911 ) ( 4,904 ) Foreign Other ( 11,116 ) ( 14,567 ) ( 12,854 ) Total ( 96,993 ) ( 61,142 ) ( 27,417 ) Income tax benefit $ ( 85,110 ) $ ( 59,199 ) $ ( 16,524 ) |
Schedule of Effective Income Tax Rate | The reconciliation of the statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2021 2020 2019 United Kingdom corporate tax rate 19.0 % 19.0 % 19.0 % Changes in respect of prior periods 8.2 % 11.1 % 14.2 % Rate change 1.8 % ( 5.7 )% — Expenses not deductible for tax purposes ( 9.4 )% — ( 3.3 )% Gains and losses not subject to income tax 0.6 % — 1.6 % Movement in deferred tax not recognized 1.4 % ( 2.5 )% ( 26.7 )% Tax losses not recognized — 0.5 % ( 6.0 )% Foreign income taxed at different rates 21.3 % 6.8 % 13.4 % Other 0.6 % 2.6 % 0.8 % Effective tax rate 43.5 % 31.8 % 13.0 % |
Schedule of Beginning and Ending of Gross Unrecognized Tax Positions | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions is as follows: For the Year Ended December 31, 2021 2020 2019 Beginning unrecognized tax benefits $ 18,784 $ 24,593 $ 25,660 Increases related to prior year tax positions 4,451 1,956 651 Decreases related to prior year tax positions ( 3,912 ) ( 8,034 ) ( 1,036 ) Increases related to current year tax provisions 589 286 921 Decreases related to current year tax positions ( 1,013 ) ( 17 ) ( 143 ) Decreases related to settlement with tax authorities ( 2,155 ) — ( 1,460 ) Closing unrecognized tax benefits $ 16,744 $ 18,784 $ 24,593 |
Schedule of Deferred Tax Assets and Liabilities | The principal components of deferred tax were as follows: For the Year Ended December 31, 2021 2020 Deferred tax assets: Property and equipment $ 9,043 $ 9,296 Intangible assets 50,634 42,379 Carry forward tax losses 129,994 105,648 Excess interest carry forward 77,049 55,015 Accrued and unpaid expenses 13,094 16,694 Financial instruments 14,943 10,495 Other 9,298 16,766 Total deferred tax assets 304,055 256,293 Valuation allowance ( 51,976 ) ( 57,043 ) Net deferred tax assets 252,079 199,250 Deferred tax liabilities: Property and equipment ( 1,857 ) ( 2,246 ) Intangible assets ( 287,278 ) ( 294,489 ) Other ( 5,904 ) ( 7,365 ) Total deferred tax liabilities ( 295,039 ) ( 304,100 ) Net deferred tax liabilities $ ( 42,960 ) $ ( 104,850 ) |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: US Acquiring Digital Total December 31, 2019 $ 1,503,307 $ 1,934,047 $ 3,437,354 Additions during the period (1) — 12,120 12,120 Reductions during the period (2) — ( 24,160 ) ( 24,160 ) Foreign exchange — 56,502 56,502 December 31, 2020 1,503,307 1,978,509 3,481,816 Additions (3) 21,828 194,292 216,120 Foreign exchange — ( 47,899 ) ( 47,899 ) December 31, 2021 $ 1,525,135 $ 2,124,902 $ 3,650,037 (1) Additions to goodwill within the Digital Commerce segment relate to the acquisition of Openbucks (See Note 14) (2) Reductions to goodwill within the Digital Commerce segment relate to the sale of Paylater (See Note 15). (3) Additions to goodwill within the US Acquiring and Digital Commerce segments in the current period relate to the acquisition of ICS, PagoEfectivo and viaFintech (See Note 14), respectively. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2021 and 2020 , the Company’s intangible assets consisted of the following: As of December 31, 2021 2020 Brands $ 176,225 $ 170,349 Software development costs 805,697 755,768 Customer relationships 1,692,838 1,548,474 Computer software 35,257 31,495 2,710,017 2,506,086 Less accumulated amortization on: Brands 69,407 56,700 Software development costs 371,555 288,521 Customer relationships 505,732 398,304 Computer software 17,900 18,670 964,594 762,195 Less accumulated impairment on: Brands 8,464 344 Software development costs 84,947 83,239 Customer relationships 449,808 135,491 543,219 219,074 Intangible assets, net $ 1,202,204 $ 1,524,817 |
Schedule of Estimated Amortization Expense of Intangible Assets | The estimated amortization expense of intangible assets for the next five years is as follows: 2022 $ 225,179 2023 188,892 2024 187,447 2025 162,768 2026 113,037 |
Summary of Intangible Asset Acquired | Intangible assets acquired by the Company during the year ended December 31, 2021 and 2020 had the following expected weighted-average useful lives: 2021 2020 Brands 7 years n/a Computer software 3 years 4 years Customer relationships 7 years 5 years Total weighted-average useful life 5.4 years 4.1 years |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant and Equipment | A summary of the Company’s property, plant and equipment is as follows: As of December 31, Estimated Useful Lives 2021 2020 Computer and communication equipment 2 - 5 $ 26,211 $ 31,874 Furniture and other equipment 3 - 5 13,199 13,860 Leasehold improvements 1 - 10 4,427 6,654 Accumulated depreciation ( 28,930 ) ( 33,697 ) Property, plant and equipment, net $ 14,907 $ 18,691 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Loss [Abstract] | |
Summary of Expected Credit Allowance Activity | The following table summarizes the expected credit allowance activity for customer accounts and other restricted cash; settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the years ended December, 2021 and 2020: Customer accounts and other restricted cash Accounts receivable, net Settlement receivables, net Financial guarantee contracts and other (1) Total allowance for credit losses Balance at December 31, 2019 $ — $ 37,444 $ 4,498 $ 10,924 $ 52,866 Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses 2,788 2,863 — 4,497 10,148 Credit loss expense 1,308 43,660 7,936 1,313 54,217 Write-Offs — ( 26,912 ) ( 12,050 ) ( 93 ) ( 39,055 ) Reclassification (2) — 1,131 5,475 ( 6,606 ) — Disposal of subsidiary (See Note 15) — ( 33,151 ) — ( 2,235 ) ( 35,386 ) Balance at December 31, 2020 4,096 25,035 5,859 7,800 42,790 Credit loss expense ( 3,528 ) 15,628 3,551 ( 549 ) 15,102 Write-Offs — ( 31,929 ) ( 4,722 ) — ( 36,651 ) Other (3) 105 ( 92 ) ( 639 ) ( 324 ) ( 950 ) Balance at December 31, 2021 $ 673 $ 8,642 $ 4,049 $ 6,927 $ 20,291 (1) Provision on off-balance sheet financial guarantees was separately assessed and recognized based on the guidance within ASC 460, Guarantees , prior to the adoption of ASC 326, Financial Instruments - Credit Losses, on January 1, 2020. (2) Represents the reclassification of the allowance for credit losses from a liability to a contra asset upon realization of the accounts receivable related to an off-balance sheet guarantee and other reclassifications. (3) Other mainly relates to the impact of foreign exchange. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | The key terms of these facilities were as follows: Facility Currency Interest rate (1) Facility maturity date Principal outstanding at December 31, 2021 Principal outstanding at December 31, 2021 Term Loan Facility (USD) (3) USD USD LIBOR + 2.75% Jun-28 $ 1,013,883 $ 1,013,883 Term Loan Facility (EUR) (4) EUR EURIBOR + 3% Jun-28 710,000 807,231 Secured Loan Notes (EUR) EUR 3% Jun-29 435,000 494,571 Secured Loan Notes (USD) USD 4% Jun-29 400,000 400,000 New Revolving Credit Facility (EUR) EUR EURIBOR + 2.25% (0% floor) Dec-27 25,000 28,423 Line of Credit USD Prime (2) (3.25) - 0.25% May-23 50,000 50,000 Total Principal Outstanding $ 2,794,108 (1) For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The Prime Rate is defined as the rate of interest per annum most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” Section (or such successor section) as the “Prime Rate”. (3) Represent New Term Loan Facility (USD) and USD Incremental Term Loan as defined under New Facilities (4) Represent New Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under New Facilities As of December 31, 2021 2020 Principal outstanding $ 2,794,108 $ 3,331,909 Deferred debt issuance costs ( 38,302 ) ( 50,751 ) Amortization of interest expense 2,562 ( 18,887 ) Total 2,758,368 3,262,271 Short-term debt 10,190 15,400 Long-term debt $ 2,748,178 $ 3,246,871 |
Schedule of Maturities of Non Current Debt | Maturity requirements on non-current debt as of December 31, 2021 by year are as follows: Years ending December 31, 2022 $ 10,190 2023 60,190 2024 10,190 2025 10,190 2026 10,190 2027 and thereafter 2,693,158 Total $ 2,794,108 |
Accounts payable and other li_2
Accounts payable and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of accounts payable and other liabilities | Accounts payable and other liabilities is comprised of the following balances: As of December 31, 2021 2020 Accounts payable $ 18,599 $ 27,160 Other payables (1) 46,824 37,357 Accrued liabilities (2) 72,328 86,433 Payroll liabilities 35,780 32,040 Provisions and contingent liabilities (3) 38,310 48,734 Total $ 211,841 $ 231,724 (1) Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. (2) Accrued liabilities mainly consist of general accrued expenses and external interest payable. (3) Provisions and contingent liabilities mainly consist of uncertain tax positions, allowance for credit losses related to financial guarantees and merchant overdrafts, and provisions recognized for certain litigation claims. |
Contingent and Deferred Consi_2
Contingent and Deferred Consideration Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration relates to merchant buyouts and business combinations that are payable in cash subject to the future financial performance of the acquired portfolios and acquired businesses. Contingent consideration payable is comprised of the following balances: Total Balance at December 31, 2019 $ 11,449 Payments made during the year ( 5,689 ) Additions in the year 3,905 Fair value gain ( 103 ) Balance at December 31, 2020 9,562 Payments made during the year ( 7,681 ) Additions in the year 30,716 Fair value gain ( 1,782 ) Balance at December 31, 2021 $ 30,815 Current portion of contingent and deferred consideration payable $ 13,673 Non-current portion of contingent and deferred consideration payable $ 17,142 |
Contingent Consideration Rece_2
Contingent Consideration Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contingent Consideration Receivable [Abstract] | |
Schedule of Contingent Consideration Receivable | The following table summarized the movement in the contingent consideration receivable during the years ended December 31, 2021 and 2020. Total Balance at December 31, 2019 $ 164,029 Fair value gain on contingent consideration receivable (1) 9,831 Settlements ( 27,158 ) Foreign exchange 5,073 Balance at December 31, 2020 151,775 Fair value gain on contingent consideration receivable (1) 11,097 Related party transaction with PGHL ( 159,302 ) Settlements ( 3,045 ) Foreign exchange 2,317 Balance at December 31, 2021 $ 2,842 Current portion of contingent consideration receivable $ 2,842 Non-current portion of contingent consideration receivable $ — (1) The gain recognized is due to the fair value measurement of the contingent consideration receivable and is recorded in Other (expense) / income, net (Note 20). |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities | The following table summarizes the aggregate purchase price and fair value of the assets and liabilities acquired on acquisitions during the year ended December 31, 2021 as described above which are considered material business combinations in the aggregate. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 285,166 Contingent and deferred consideration payable (1) 25,781 Other adjustments for working capital ( 1,656 ) Total purchase price 309,291 Cash and cash equivalents 21,646 Prepaid expenses and other current assets 460 Trade and other receivables (2) 3,596 Deferred tax assets 74 Property, plant and equipment 216 Intangible assets (3) 129,036 Other assets - non-current 337 Trade and other payables ( 24,101 ) Deferred tax liability ( 38,093 ) Net liabilities acquired 93,171 Goodwill (4) $ 216,120 (1) Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. (2) Gross contractual amounts receivable are equal to their book value where appropriate. (3) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (4) Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. See Note 21, Operating Segments for the reporting segments to which acquired Goodwill was assigned. On June 26, 2019, Paysafe Group Limited, an indirect subsidiary of the Company, disposed of 100 % of the share capital of Paysafe UK GOLO Holdco Limited for a total consideration of $ 9,523 . Cash consideration $ 9,523 Total consideration 9,523 Less: Net assets on disposal 4,695 Gain on disposal of a subsidiary $ 4,828 |
Schedule of Unaudited Proforma Consolidated Revenues and Net Loss | The unaudited pro forma consolidated revenues and net loss for the Company for the year ended December 31, 2021 and 2020 were as follow, had these acquisitions occurred on January 1, 2020. These pro forma results are presented for informational purposes only and are not indicative of future operations or results that would have been achieved had the acquisitions been completed as of January 1, 2020. Year Ended December 31, 2021 2020 Revenue $ 1,514,581 $ 1,449,217 Net loss (1) ( 117,765 ) ( 142,420 ) (1) The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. |
Gain on disposal of subsidiar_2
Gain on disposal of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Gain Or Loss On Sale Of Stock In Subsidiary Or Equity Method Investee [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration relates to merchant buyouts and business combinations that are payable in cash subject to the future financial performance of the acquired portfolios and acquired businesses. Contingent consideration payable is comprised of the following balances: Total Balance at December 31, 2019 $ 11,449 Payments made during the year ( 5,689 ) Additions in the year 3,905 Fair value gain ( 103 ) Balance at December 31, 2020 9,562 Payments made during the year ( 7,681 ) Additions in the year 30,716 Fair value gain ( 1,782 ) Balance at December 31, 2021 $ 30,815 Current portion of contingent and deferred consideration payable $ 13,673 Non-current portion of contingent and deferred consideration payable $ 17,142 |
Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities | The following table summarizes the aggregate purchase price and fair value of the assets and liabilities acquired on acquisitions during the year ended December 31, 2021 as described above which are considered material business combinations in the aggregate. As of the date of the issuance of these financials, the determination of the final purchase price allocation to specific assets acquired and liabilities assumed is based on provisional amounts. The estimate of the purchase price allocations may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, goodwill, and intangibles) and the valuation of the related tax assets and liabilities are finalized. Cash consideration $ 285,166 Contingent and deferred consideration payable (1) 25,781 Other adjustments for working capital ( 1,656 ) Total purchase price 309,291 Cash and cash equivalents 21,646 Prepaid expenses and other current assets 460 Trade and other receivables (2) 3,596 Deferred tax assets 74 Property, plant and equipment 216 Intangible assets (3) 129,036 Other assets - non-current 337 Trade and other payables ( 24,101 ) Deferred tax liability ( 38,093 ) Net liabilities acquired 93,171 Goodwill (4) $ 216,120 (1) Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. (2) Gross contractual amounts receivable are equal to their book value where appropriate. (3) Intangible assets are primarily comprised of customer relationships, brands, and computer software. (4) Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. See Note 21, Operating Segments for the reporting segments to which acquired Goodwill was assigned. On June 26, 2019, Paysafe Group Limited, an indirect subsidiary of the Company, disposed of 100 % of the share capital of Paysafe UK GOLO Holdco Limited for a total consideration of $ 9,523 . Cash consideration $ 9,523 Total consideration 9,523 Less: Net assets on disposal 4,695 Gain on disposal of a subsidiary $ 4,828 |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Ordinary Share Activity | The following tables summarizes ordinary share activity for the year ended December 31, 2021. A ordinary Weighted B ordinary Weighted Nonvested as of December 31, 2020 523,980 $ 113.12 292,576 $ 46.06 Granted (1) 9,370 $ 350.62 — $ — Vested (2) ( 523,980 ) $ 113.12 ( 292,576 ) $ 46.06 Forfeited ( 3,500 ) $ 350.62 — $ — Nonvested as of December 31, 2021 5,870 $ 350.62 — $ — (1) The fair value of shares granted under the 2018 Plan during the year ended December 31, 2021 was based on the relative value of the Transaction. (2) Represents share-based awards that vested in connection with the completion of the Transaction as described in Note 2 . |
Summary of principal assumptions | The fair value of the A ordinary shares and B ordinary shares was determined using a Monte Carlo simulation approach for the years ended December 31, 20220 and 2019. The following table shows the principal assumptions used in the valuation: For the year ended December 31, 2020 2019 Expected volatility 48.27 % 30.90 % Risk free interest rate 0.14 % 1.84 % Dividend yield Nil Nil |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity during the year ended December 31, 2021. Restricted Stock Units Weighted Nonvested as of December 31, 2020 — $ — Granted (1) 13,526,684 $ 8.30 Vested (2) ( 2,705 ) $ 11.80 Forfeited ( 209,543 ) $ 11.49 Performance adjustments (3) — $ — Nonvested as of December 31, 2021 13,314,436 $ 8.25 (1) Represents 10,209,706 RSUs and 3,316,978 PRSUs based on performance target achievement of 100 %. (2) The total grant date fair value of units vested was $ 32 . (3) Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Instruments | The fair value hierarchy of financial instruments measured at fair value as of December 31, 2021 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable $ — $ — $ 2,842 $ — $ — $ 2,842 Financial liabilities measured at fair value: Contingent consideration payable (1) $ — $ — $ 29,689 Warrant liabilities (2) 32,275 3,300 — Liability for share-based compensation — — 10,024 $ 32,275 $ 3,300 $ 39,713 (1) Excludes deferred consideration payable of $ 1,126 which is not a Level 3 financial instrument. (2) Level 2 warrant liabilities represent the fair value of private warrants which is estimated using the price of the Company's public warrants. The fair value hierarchy of financial instruments measured at fair value as of December 31, 2020 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Contingent consideration receivable $ — $ — $ 151,775 $ — $ — $ 151,775 Financial liabilities measured at fair value: Contingent consideration payable $ — $ — $ 9,562 Derivative financial liability — 50,198 — $ — $ 50,198 $ 9,562 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below. Financial instrument Valuation technique used Significant unobservable inputs Contingent consideration payable Discounted cashflow Weighted average discount rate of 9.0 % ( 7 - 15 %) Liability for share-based compensation Market and income approach Discount rate of 16.5 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | Components of lease expense are as follows: For the year ended December 31, 2021 2020 2019 Operating lease expense $ 9,523 $ 10,562 $ 11,028 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: For the year ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 9,357 $ 10,300 $ 10,842 Leased assets obtained in exchange for new operating lease liabilities $ 2,314 $ 11,438 $ 16,408 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases are as follows: As of December 31, 2021 2020 2019 Weighted-average remaining lease term 5.1 years 5.9 years 5.3 years Weighted-average discount rate 4.6 % 4.9 % 5.3 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2021, maturities of lease liabilities on an undiscounted cash flow basis were as follows: 2022 $ 9,033 2023 8,954 2024 8,431 2025 6,666 2026 3,255 2027 and beyond 4,841 Total lease payments 41,180 Less: interest ( 4,327 ) Total lease liability $ 36,853 Current portion of lease liability 8,845 Non-current portion of lease liability 28,008 |
Other income _ (expense), net (
Other income / (expense), net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Schedule of the summary of amounts recorded in Other (expense) / income, net | A summary of the amounts recorded in Other income / (expense), net is as follows: For the year ended December 31, 2021 2020 2019 Foreign exchange gain / (loss) $ 7,122 $ ( 19,280 ) $ ( 3,301 ) Fair value gain on contingent consideration receivable 13,443 9,831 27,274 Fair value gain / (loss) on derivative instruments 8,585 ( 22,463 ) ( 17,325 ) Interest expense, net, on related party balances — ( 1,554 ) ( 8,457 ) Fair value gain on warrant liability 222,611 — — Other ( 12,100 ) ( 7,339 ) ( 12,105 ) Other income / (expense), net $ 239,661 $ ( 40,805 ) $ ( 13,914 ) |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company earns revenue from the sale of US Acquiring and Digital Commerce services. The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2021: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 649,760 $ 835,934 $ — $ 1,485,694 Interest revenue 4 1,315 — 1,319 Total Revenue $ 649,764 $ 837,249 $ — $ 1,487,013 Adjusted EBITDA $ 167,584 $ 351,384 $ ( 75,070 ) $ 443,898 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2020: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 610,704 $ 811,741 $ — $ 1,422,445 Interest revenue 12 4,032 — 4,044 Total Revenue $ 610,716 $ 815,773 $ — $ 1,426,489 Adjusted EBITDA $ 179,077 $ 319,300 $ ( 72,608 ) $ 425,769 The information below summarizes revenue and Adjusted EBITDA by segment for the year ended December 31, 2019: US Acquiring Digital Commerce Corporate (1) Total Revenue from external customers $ 624,016 $ 785,398 $ — $ 1,409,414 Interest revenue 85 8,641 — 8,726 Total Revenue $ 624,101 $ 794,039 $ — $ 1,418,140 Adjusted EBITDA $ 207,886 $ 318,984 $ ( 60,529 ) $ 466,341 (1) Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. |
Reconciliation Of Revenue From Segments | A reconciliation of total segments Adjusted EBITDA to the Company’s loss from operations before taxes is as follows: Year Ended December 31, 2021 2020 2019 Segments Adjusted EBITDA $ 518,968 $ 498,377 $ 526,870 Corporate costs ( 75,070 ) ( 72,608 ) ( 60,529 ) Depreciation and amortization ( 261,372 ) ( 268,166 ) ( 279,831 ) Share based compensation ( 101,770 ) — — Impairment expense on intangible assets ( 324,145 ) ( 130,420 ) ( 88,792 ) Restructuring and other costs ( 25,883 ) ( 20,640 ) ( 50,683 ) Gain on disposal of subsidiaries and other assets, net - 13,137 4,777 Other income / (expense), net 239,661 ( 40,805 ) ( 13,914 ) Interest expense, net ( 165,827 ) ( 164,788 ) ( 164,559 ) Loss before taxes $ ( 195,438 ) $ ( 185,913 ) $ ( 126,661 ) |
Schedule of Disaggregated Revenue by Business Line | The disaggregated revenue by business line, which aligns with our reporting units, is as follows: For the year ended December 31, 2021 2020 2019 US Acquiring $ 649,764 $ 610,716 $ 624,101 eCash (1) 406,185 332,941 272,744 Digital Wallet (1) 363,760 394,501 428,148 Integrated & Ecommerce Solutions (IES) (1) 95,582 109,265 111,358 Intracompany (1) ( 28,278 ) ( 20,934 ) ( 18,211 ) Total Revenue $ 1,487,013 $ 1,426,489 $ 1,418,140 (1) These business lines are part of the Digital Commerce segment. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area | The information below summarizes revenue by geographic area for the year ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 United Kingdom $ 52,263 $ 46,037 $ 63,424 United States of America 683,338 631,570 641,585 Germany 127,119 146,670 115,093 All other countries (1) 622,974 598,168 589,312 Revenue from external customers $ 1,485,694 $ 1,422,445 $ 1,409,414 (1) No single country included in the “All other countries” category generated more than 10 % of revenues. The Company has no single customer contributing 10% or more of the Company’s revenue in the period. The information below summarizes long-lived assets, net by geographic area for the year ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 United Kingdom $ 5,068 $ 6,198 Canada 6,455 6,898 United States of America 11,416 16,479 Bulgaria 11,442 13,847 Austria 8,682 10,754 All other countries (1) 4,962 4,702 Total long lived assets, net $ 48,025 $ 58,878 (1) No single country included in the All other countries category generated more than 10 % of total long lived assets. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Transaction with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Transaction with Related Parties | The Company entered the following transactions with related parties. At December 31, 2021 and 2020, the following amounts were outstanding: Amounts owed Amounts owed Related party relationship Type of transaction December 31, 2021 December 31, 2021 Other Warrant liabilities $ — $ 3,300 Topco Receivable 4,408 — PGHL Receivable 2,069 — Other Receivable 15 — Total $ 6,492 $ 3,300 Amounts owed Amounts owed Related party relationship Type of transaction December 31, 2020 December 31, 2020 Topco Receivable $ 4,455 $ — PGHL Loan received — 195,228 PGHL Receivable 1,776 — Other Receivable 40 — Total $ 6,271 $ 195,228 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Businessday | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Property Plant And Equipment [Line Items] | |||
Lessee, option to extend | the lease term for an additional five years. | ||
Lessee, option to terminate | Certain leases also include the option to terminate the lease within one year. | ||
Expected life of the intangible asset | 5 years 4 months 24 days | 4 years 1 month 6 days | |
Research and Development Expense | $ 8,574 | ||
Date of incorporation | Jul. 15, 2020 | ||
Cash held in escrow | $ 387,456 | ||
Variable lease expense | $ 0 | $ 0 | $ 0 |
Number of business days | Businessday | 5 | ||
Business acquisition payments related to contingent consideration description | Payments related to contingent consideration made on or within three months of the business combination date is viewed as an extension of the business combination, and such payments are classified as investing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) less payments made on or within three months of the business combination date are classified as financing activities in the Consolidated Statements of Cash Flows. Payments that are made more than three months after business combination date that exceed those classified as financing activities are classified as operating activities in the Consolidated Statements of Cash Flows. | ||
Contractual agreement description | The Company does not contract directly with consumers within our US Acquiring segment; as such, our contracts in this segment are all written contractual agreements primarily in two main categories. The first category includes contracts with our sponsor banks and processing partners, which are typically long-term contractual relationships with durations of 5 years, but continuing in effect with automatic renewals of a year or longer. These agreements usually have termination clauses requiring written notice and 90 to 180-day notice periods. The second category is our contracts with merchants. The contracts with merchants are tri-party agreements, usually between the Company, the merchants and sponsor banks with durations of 3 years followed by annual auto-renewals at the end of the terms. Termination clauses generally require 30 days written notice. While the duration of contacts may differ, the primary source of revenue is consistent across segments and consumer base. | ||
Revenue, performance obligation, description of good or service | The Company has determined that the primary services offered to its customers comprise a series of distinct performance obligations, that are substantially similar with the same pattern of transfer. Hence, these services are considered a single performance obligation. The Company also concluded that the goods offered in our contracts, comprising primarily of point of sale terminals, were not material individually or in the aggregate to the contract and no allocation of consideration was made to those goods. | ||
Sales commission cost amortization period | 1 year | ||
Deferred equity costs | $ 0 | 9,545 | 0 |
Defined contribution plans | 5,782 | 5,417 | 4,427 |
Advertising expense | 38,509 | 39,788 | 34,202 |
Material transfers of account balances | $ 0 | 0 | |
Income tax examination, likelihood of unfavorable settlement | The income tax effects from an uncertain tax position are recognized when it is more likely than not that the position will be sustained based on its technical merits and consideration of the tax authorities widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized upon settlement. | ||
Share-based compensation description | awards are subject to a service condition or a performance condition. The awards with a service condition vest ratably over three years and the share-based compensation expense is recognized over this requisite service period using the straight-line method. The awards with a performance condition vest at the end of one- or three-years and the number of stock units that vest is variable depending upon the probability of achievement of certain internal performance targets and may vest between 0% and 200% of the target share amount. Share-based compensation expense for these awards are recognized over the requisite service period and as the performance targets are considered probable of being achieved. | ||
Skrill USA | |||
Property Plant And Equipment [Line Items] | |||
Percentage of equity interest acquired in Skrill USA | 100.00% | ||
Software Development Cost | |||
Property Plant And Equipment [Line Items] | |||
Research and Development Expense | $ 7,952 | $ 11,748 | |
January 2022 | Skrill USA | |||
Property Plant And Equipment [Line Items] | |||
Percentage of equity interest acquired in Skrill USA | 100.00% | ||
Minimum | |||
Property Plant And Equipment [Line Items] | |||
Remaining lease terms | 1 year | ||
Expected life of the intangible asset | 3 years | ||
Maximum | |||
Property Plant And Equipment [Line Items] | |||
Remaining lease terms | 10 years | ||
Expected life of the intangible asset | 10 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Settlement Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Third party payment processors | $ 78,058 | $ 127,619 |
Distribution partners | 71,794 | 95,464 |
Total | $ 149,852 | $ 223,083 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer and Communication Equipment [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 2 years |
Computer and Communication Equipment [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 5 years |
Furniture and Other Equipment [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 3 years |
Furniture and Other Equipment [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | Over the lesser of the lease term or 10 years |
Leasehold Improvements [Member] | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 1 year |
Leasehold Improvements [Member] | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property, plant and equipment | 10 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Finite-Lived Intangible Assets (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 5 years 4 months 24 days | 4 years 1 month 6 days |
Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 10 years | |
Brands | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Brands | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 14 years | |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | 4 years |
Computer Software [Member] | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | |
Computer Software [Member] | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 10 years | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 7 years | 5 years |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 2 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 20 years |
Reorganization and Recapitali_2
Reorganization and Recapitalization (the "Transaction") - Additional Information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021EUR (€)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Issued | shares | 723,715,147 | 125,157,540 | ||
Ordinary shares, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.01 | ||
Payments to acquire businesses, gross | $ 263,520 | $ 9,180 | ||
Business acquisition equity instrument consideration, shares issued | shares | 333,419,924 | 333,419,924 | ||
Capitalized Debt Fees | $ 21,724 | |||
Share-based compensation | 101,770 | $ 0 | $ 0 | |
Liability reduced by fair value adjustment | 1,452 | |||
Share-based compensation, modification and re measurement | 6,550 | |||
Liability for share-based compensation | 10,024 | |||
Reclassification from additional paid-in capital | $ 5,123 | |||
Preferred stock, shares authorized | shares | 2,000,000,000 | |||
Shares redeemed | $ 1,648 | |||
Initial share-based compensation liability | 13,124 | |||
USD First Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | 416,700 | |||
EUR First Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | € | € 204,500 | |||
USD Second Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | 250,000 | |||
EUR Second Lien Term Loan [Member] | ||||
Business Acquisition [Line Items] | ||||
Repayments of secured debt | € | € 212,459 | |||
Share based compensation [Member] | ||||
Business Acquisition [Line Items] | ||||
Share-based compensation | 71,630 | |||
Pi Jersey [Member] | ||||
Business Acquisition [Line Items] | ||||
Proceeds from issuance of common stock | 2,000,000 | |||
Cash Consideration for acquisition | 2,448,799 | |||
Net proceeds from the Merger | $ 1,616,673 | |||
Public Warrants [Member] | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | shares | 48,901,025 | |||
Private Warrants [Member] | ||||
Business Acquisition [Line Items] | ||||
Warrants outstanding | shares | 5,000,000 | |||
Warrant [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares that eligible to be purchased with each warrant | shares | 1 | |||
Common stock, per share | $ / shares | $ 11.50 | |||
Date from which warrants is exercisable | Aug. 21, 2021 | Aug. 21, 2021 | ||
Private Warrants Held by Related Party | $ 3,300 | |||
PIPE Investment [Member] | ||||
Business Acquisition [Line Items] | ||||
Common Stock, Shares, Issued | shares | 200,000,000 | |||
Ordinary shares, Par or Stated Value Per Share | $ / shares | $ 10 | |||
Proceeds from issuance of common stock | $ 2,000,000 | |||
Incremental costs | $ 151,722 | |||
Blackstone and CVC [Member] | ||||
Business Acquisition [Line Items] | ||||
Internal performance targets | 50.00% | 50.00% | ||
Paysafe Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 2,448,799 | |||
Common unit, issued | shares | 190,292,458 | |||
Paysafe Bermuda Holdings LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Common unit, issued | shares | 20,893,780 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to the Company - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net loss attributable to the Company - basic | $ (110,954) | $ (126,715) | $ (110,198) |
Net loss attributable to the Company - diluted | $ (110,954) | $ (126,715) | $ (110,198) |
Denominator | |||
Weighted average shares – basic | 723,712,602 | 723,712,382 | 723,712,382 |
Weighted average shares – diluted | 723,712,602 | 723,712,382 | 723,712,382 |
Net loss per share attributable to the Company | |||
Basic | $ (0.15) | $ (0.18) | $ (0.15) |
Diluted | $ (0.15) | $ (0.18) | $ (0.15) |
Taxation - Schedule of Componen
Taxation - Schedule of Components Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom | $ (447,808) | $ (83,049) | $ (28,289) |
United States | (73,789) | (177,582) | (139,950) |
Foreign Other | 326,159 | 74,718 | 41,578 |
Loss before taxes | $ (195,438) | $ (185,913) | $ (126,661) |
Taxation - Schedule of Income T
Taxation - Schedule of Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
United Kingdom | $ (4,364) | $ (1,041) | $ (1,363) |
United States | (25,926) | (16,698) | (2,189) |
Foreign Other | 42,173 | 19,682 | 14,445 |
Total | 11,883 | 1,943 | 10,893 |
Deferred: | |||
United Kingdom | (90,345) | (3,664) | (9,659) |
United States | 4,468 | (42,911) | (4,904) |
Foreign Other | (11,116) | (14,567) | (12,854) |
Total | (96,993) | (61,142) | (27,417) |
Income Tax Expense (Benefit), Total | $ (85,110) | $ (59,199) | $ (16,524) |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | 43.50% | 31.80% | 13.00% | |
Unrecognized tax benefits | $ 16,744 | $ 18,784 | $ 24,593 | $ 25,660 |
Unrecognized tax benefits, interest on income taxes accrued | 1,276 | 2,677 | 3,286 | |
Unrecognized tax benefits, income tax penalties accrued | 166 | 390 | 631 | |
Deferred tax assets | 21,926 | 17,669 | ||
Net deferred tax assets | 252,079 | 199,250 | ||
Deferred tax assets | 230,153 | 181,581 | ||
Gross deferred tax liability | 295,039 | 304,100 | ||
Deferred tax liabilities | 64,886 | 122,519 | ||
Net operating loss carry forwards | 508,434 | 508,729 | 379,363 | |
Deferred tax assets, valuation allowance | 51,976 | 57,043 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 5,067 | 15,291 | ||
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax assets | 230,153 | |||
Minimum [Member] | Taxable Entities | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax assets | 181,581 | |||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax assets | 252,079 | 199,250 | ||
Expire Between December 31, 2022 and December 31, 2050 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 166,033 | |||
No Expiration Date | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 342,401 | |||
United Kingdom | ||||
Operating Loss Carryforwards [Line Items] | ||||
Amount of taxable temporary differences | 811,957 | 651,851 | 861,875 | |
Unrecognized deferred income tax liability, temporary difference amount | $ 2,441 | $ 4,042 | $ 2,541 |
Taxation - Schedule of Effectiv
Taxation - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom corporate tax rate | 19.00% | 19.00% | 19.00% |
Changes in respect of prior periods | 8.20% | 11.10% | 14.20% |
Rate change | 1.80% | (5.70%) | |
Expenses not deductible for tax purposes | (9.40%) | (3.30%) | |
Gains and losses not subject to income tax | 0.60% | 1.60% | |
Movement in deferred tax not recognized | 1.40% | (2.50%) | (26.70%) |
Tax losses not recognized | 0.00% | 0.50% | (6.00%) |
Foreign income taxed at different rates | 21.30% | 6.80% | 13.40% |
Other | 0.60% | 2.60% | 0.80% |
Effective Income Tax Rate Reconciliation, Percent, Total | 43.50% | 31.80% | 13.00% |
Taxation - Schedule of Beginnin
Taxation - Schedule of Beginning and Ending of Gross Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in unrecognized tax benefits | |||
Beginning unrecognized tax benefits | $ 18,784 | $ 24,593 | $ 25,660 |
Increases related to prior year tax positions | 4,451 | 1,956 | 651 |
Decreases related to prior year tax positions | (3,912) | (8,034) | (1,036) |
Increases related to current year tax provisions | 589 | 286 | 921 |
Decreases related to current year tax positions | (1,013) | (17) | (143) |
Decreases related to settlement with tax authorities | (2,155) | (1,460) | |
Closing unrecognized tax benefits | $ 16,744 | $ 18,784 | $ 24,593 |
Taxation - Schedule of Deferred
Taxation - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Property and equipment | $ 9,043,000 | $ 9,296,000 |
Intangible assets | 50,634,000 | 42,379,000 |
Carry forward tax losses | 129,994,000 | 105,648,000 |
Excess interest carry forward | 77,049,000 | 55,015,000 |
Accrued and unpaid expenses | 13,094 | 16,694,000 |
Financial instruments | 14,943,000 | 10,495,000 |
Other | 9,298,000 | 16,766,000 |
Total deferred tax assets | 304,055,000 | 256,293,000 |
Valuation allowance | (51,976,000) | (57,043,000) |
Net deferred tax assets | 252,079,000 | 199,250,000 |
Deferred tax liabilities: | ||
Property and equipment | (1,857,000) | (2,246,000) |
Intangible assets | (287,278,000) | (294,489,000) |
Other | (5,904,000) | (7,365,000) |
Total deferred tax liabilities | (295,039,000) | (304,100,000) |
Net deferred tax liabilities | $ (42,960,000) | $ (104,850,000) |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | ||||
Goodwill [Line Items] | |||||
Beginning balance | $ 3,481,816 | $ 3,437,354 | |||
Additions during the period | 216,120 | [1] | 12,120 | [2] | |
Reductions during the period | [3] | (24,160) | |||
Foreign exchange | (47,899) | 56,502 | |||
Additions | 216,120 | [1] | 12,120 | [2] | |
Ending balance | 3,650,037 | 3,481,816 | |||
US Acquiring | |||||
Goodwill [Line Items] | |||||
Beginning balance | 1,503,307 | 1,503,307 | |||
Additions during the period | 21,828 | [1] | 0 | [2] | |
Reductions during the period | [3] | 0 | |||
Foreign exchange | 0 | 0 | |||
Additions | 21,828 | [1] | 0 | [2] | |
Ending balance | 1,525,135 | 1,503,307 | |||
Digital Commerce | |||||
Goodwill [Line Items] | |||||
Beginning balance | 1,978,509 | 1,934,047 | |||
Additions during the period | 194,292 | [1] | 12,120 | [2] | |
Reductions during the period | [3] | (24,160) | |||
Foreign exchange | (47,899) | 56,502 | |||
Additions | 194,292 | [1] | 12,120 | [2] | |
Ending balance | $ 2,124,902 | $ 1,978,509 | |||
[1] | Additions to goodwill within the US Acquiring and Digital Commerce segments in the current period relate to the acquisition of ICS, PagoEfectivo and viaFintech (See Note 14), respectively. | ||||
[2] | Additions to goodwill within the Digital Commerce segment relate to the acquisition of Openbucks (See Note 14) | ||||
[3] | Reductions to goodwill within the Digital Commerce segment relate to the sale of Paylater (See Note 15). |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Abstract] | ||
Goodwill assumptions made | 5 years | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 0 | $ 0 |
Reallocation of goodwill from resegmentation | $ 271,456 | |
Discount rate of goodwill impaired | 8.00% | |
Weighted average discount rate reporting unit, percentage of goodwill impaired | 14.00% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,710,017 | $ 2,506,086 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 964,594 | 762,195 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 543,219 | 219,074 |
Intangible assets, net | 1,202,204 | 1,524,817 |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 176,225 | 170,349 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 69,407 | 56,700 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 8,464 | 344 |
Software development costs [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 805,697 | 755,768 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 371,555 | 288,521 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 84,947 | 83,239 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,692,838 | 1,548,474 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | 505,732 | 398,304 |
Less accumulated impairment on: | ||
Accumulated impairment of intangible assets | 449,808 | 135,491 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 35,257 | 31,495 |
Less accumulated amortization on: | ||
Accumulated amortization of intangible assets | $ 17,900 | $ 18,670 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible assets recorded related to acquisitions | $ 69,242 | $ 21,451 | ||
Intangible assets recorded related to business combinations | 129,036 | 1,516 | ||
Amortization expense on intangible assets | 252,202 | $ 253,751 | $ 265,477 | |
Acceleration of amortization expense due to revision of useful lives | 22,123 | |||
Change in basic and diluted EPS | $ 0.18 | |||
Intangible assets, discount rate | 8.60% | |||
Impairment loss | 324,145 | $ 27,545 | 38,597 | |
Unpaid capital expenditure purchased | $ 4,123 | |||
Customer Relationships | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment loss | 59,894 | 18,710 | ||
Brands [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment loss | 344 | |||
Software Development Cancelled [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment loss | 1,661 | |||
Software development costs [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment loss | $ 42,981 | |||
Assets Acquisition [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment loss | $ 29,342 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 225,179 |
2023 | 188,892 |
2024 | 187,447 |
2025 | 162,768 |
2026 | $ 113,037 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Asset Acquired (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 5 years 4 months 24 days | 4 years 1 month 6 days |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 7 years | |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 3 years | 4 years |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Expected life of the intangible asset | 7 years | 5 years |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation | $ (28,930) | $ (33,697) |
Property, Plant and Equipment, Net, Total | 14,907 | 18,691 |
Computer And Communication Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 26,211 | 31,874 |
Computer And Communication Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 2 years | |
Computer And Communication Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 5 years | |
Furniture And Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 13,199 | 13,860 |
Furniture And Other Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 3 years | |
Furniture And Other Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 5 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment | $ 4,427 | $ 6,654 |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 1 year | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful lives of property, plant and equipment | 10 years |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 9,170 | $ 14,415 | $ 14,354 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Accumulated deficit | $ (376,788) | $ (265,834) | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Allowance for credit losses increase (decrease) | $ 10,148 | ||
Accumulated deficit | $ 7,509 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Expected Credit Allowance Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | $ 42,790 | $ 52,866 | |
Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses | 10,148 | ||
Allowance for credit losses and other | 15,102 | 54,217 | |
Write-Offs | (36,651) | (39,055) | |
Reclassification | 0 | ||
Other | [1] | (950) | |
Disposal of subsidiary (See Note 15) | (35,386) | ||
Ending balance | 20,291 | 42,790 | |
Customer Accounts and Other Restricted Cash | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 4,096 | 0 | |
Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses | 2,788 | ||
Allowance for credit losses and other | (3,528) | 1,308 | |
Write-Offs | 0 | 0 | |
Reclassification | 0 | ||
Other | [1] | 105 | |
Disposal of subsidiary (See Note 15) | 0 | ||
Ending balance | 673 | 4,096 | |
Accounts Receivable, Net | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 25,035 | 37,444 | |
Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses | 2,863 | ||
Allowance for credit losses and other | 15,628 | 43,660 | |
Write-Offs | (31,929) | (26,912) | |
Reclassification | [2] | 1,131 | |
Other | [1] | (92) | |
Disposal of subsidiary (See Note 15) | (33,151) | ||
Ending balance | 8,642 | 25,035 | |
Settlement Receivables, Net | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | 5,859 | 4,498 | |
Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses | 0 | ||
Allowance for credit losses and other | 3,551 | 7,936 | |
Write-Offs | (4,722) | (12,050) | |
Reclassification | [2] | 5,475 | |
Other | [1] | (639) | |
Disposal of subsidiary (See Note 15) | 0 | ||
Ending balance | 4,049 | 5,859 | |
Financial Guarantee Contracts and Other | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Beginning balance | [3] | 7,800 | 10,924 |
Adjustment for adoption of ASC 326 Financial Instruments – Credit Losses | [3] | 4,497 | |
Allowance for credit losses and other | [3] | (549) | 1,313 |
Write-Offs | [3] | 0 | (93) |
Reclassification | [2],[3] | (6,606) | |
Other | [1],[3] | (324) | |
Disposal of subsidiary (See Note 15) | [3] | (2,235) | |
Ending balance | [3] | $ 6,927 | $ 7,800 |
[1] | Other mainly relates to the impact of foreign exchange. | ||
[2] | Represents the reclassification of the allowance for credit losses from a liability to a contra asset upon realization of the accounts receivable related to an off-balance sheet guarantee and other reclassifications. | ||
[3] | Provision on off-balance sheet financial guarantees was separately assessed and recognized based on the guidance within ASC 460, Guarantees , prior to the adoption of ASC 326, Financial Instruments - Credit Losses, on January 1, 2020. |
Debt - Additional Information (
Debt - Additional Information (Details) | Jun. 28, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Sep. 28, 2021USD ($) | Sep. 28, 2021EUR (€) | Jun. 28, 2021EUR (€) | Dec. 31, 2020EUR (€) | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||
Credit facility available balance | $ 225,000 | ||||||||||
Percentage of fee paid on debt facility | 30.00% | ||||||||||
Line of credit facility applicable margin percentage | 3.00% | 3.00% | |||||||||
Repayment of loans and borrowings | $ 3,433,206,000 | $ 361,991,000 | $ 128,789,000 | ||||||||
Debt fee Captilization | 21,724 | ||||||||||
Line of credit | 50,000,000 | 50,000,000 | |||||||||
Debt issuance costs | $ 16,765,000 | ||||||||||
Proceeds under line of credit | 600,000,000 | 353,867,000 | 74,363,000 | ||||||||
Repay the former debt facilities | 600,000,000 | 328,230,000 | 50,000,000 | ||||||||
Outstanding aggregate principal amount | 2,794,108,000 | 3,331,909,000 | |||||||||
amortization expense on deferred debt issuance costs | 10,793,000 | 11,887,000 | $ 12,185,000 | ||||||||
Line of Credit [Member] | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien term loan | $ 25,000,000 | ||||||||||
Line of Credit [Member] | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien term loan | $ 50,000,000 | ||||||||||
Interest Expense | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 40,538 | ||||||||||
First Lien Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of loans and borrowings | 416,700 | € 204,500 | |||||||||
Second Lien Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of loans and borrowings | $ 250,000 | ||||||||||
New Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | $ 1,540,000 | ||||||||||
Percentage of reporting date exceeds of total new revolving credit facility | 40.00% | 40.00% | 40.00% | ||||||||
First lien net leverage ratio, Description | First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0 | First Lien Net Leverage Ratio was not permitted to exceed 9.0 to 1.0 | |||||||||
New Revolving Credit Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien debt ratio | 1 | 1 | |||||||||
New Revolving Credit Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien debt ratio | 9 | 9 | |||||||||
EUR First Lien Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | € | € 1,043,716 | ||||||||||
EUR Second Lien Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of loans and borrowings | € | € 212,459 | ||||||||||
Senior Secure Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Short-term debt, refinanced | 305,000 | ||||||||||
Aggregate debt amount, borrowed | 628,000 | € 435,000 | |||||||||
Debt instrument issued | 400,000 | € 435,000 | |||||||||
Debt issuance costs | $ 24,474 | ||||||||||
New Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repay the former debt facilities | $ 35,000 | ||||||||||
USD Incremental Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | $ 390,000 | ||||||||||
EUR Incremental Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan | € | € 275,000,000 | ||||||||||
Letter Of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility unpaid drawdowns | € | € 25,000 | ||||||||||
Letter of Credit | $ 171,392 | $ 160,950 | |||||||||
Percentage of reporting date exceeds of total new revolving credit facility | 40.00% | 40.00% | |||||||||
First lien debt ratio, description | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0 | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0 | |||||||||
Letter Of Credit [Member] | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien debt ratio | 1 | 1 | |||||||||
Letter Of Credit [Member] | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien debt ratio | 7.5 | 7.5 |
Debt - Schedule of Line of Cred
Debt - Schedule of Line of Credit Facilities (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | ||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | $ 2,794,108 | $ 3,331,909 | ||
Term loan facility USD [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | [1] | € 1,013,883 | ||
Term loan facility USD [Member] | USD | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [1],[2] | USD LIBOR + 2.75% | ||
Facility maturity date | [1] | --06-28 | ||
Outstanding aggregate principal amount | [1] | 1,013,883 | ||
Term Loan Facility EUR [Member] | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | [3] | € 710,000 | ||
Term Loan Facility EUR [Member] | EUR | Facility maturity date June 28 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2],[3] | EURIBOR + 3% | ||
Facility maturity date | [3] | --06-28 | ||
Outstanding aggregate principal amount | [3] | 807,231 | ||
Secured Loan Notes E U R | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | € 435,000 | |||
Secured Loan Notes E U R | EUR | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | 3% | ||
Facility maturity date | --06-29 | |||
Outstanding aggregate principal amount | 494,571 | |||
Secured Loan Notes U S D | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | € 400,000 | |||
Secured Loan Notes U S D | USD | Facility maturity date June 29 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | 4% | ||
Facility maturity date | --06-29 | |||
Outstanding aggregate principal amount | 400,000 | |||
New Revolving Credit Facility | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | € 25,000 | |||
New Revolving Credit Facility | EUR | Facility maturity date December 27 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2] | EURIBOR + 2.25% (0% floor) | ||
Facility maturity date | --12-27 | |||
Outstanding aggregate principal amount | 28,423 | |||
Line of Credit [Member] | Facility maturity date May 23 | ||||
Debt Instrument [Line Items] | ||||
Outstanding aggregate principal amount | € | [4] | € 50,000 | ||
Line of Credit [Member] | USD | Facility maturity date May 23 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (1) | [2],[4] | Prime (2) (3.25) - 0.25% | ||
Facility maturity date | [4] | --05-23 | ||
Outstanding aggregate principal amount | [4] | $ 50,000 | ||
[1] | Represent New Term Loan Facility (USD) and USD Incremental Term Loan as defined under New Facilities | |||
[2] | For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. | |||
[3] | Represent New Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under New Facilities | |||
[4] | The Prime Rate is defined as the rate of interest per annum most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” Section (or such successor section) as the “Prime Rate”. |
Debt - Schedule of Line of Cr_2
Debt - Schedule of Line of Credit Facilities (Parenthetical) (Details) | Dec. 31, 2021 |
Euribor Future | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.00% |
London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.50% |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Outstanding aggregate principal amount | $ 2,794,108 | $ 3,331,909 |
Deferred debt issuance costs | (38,302) | (50,751) |
Amortization of interest expense | 2,562 | (18,887) |
Total | 2,758,368 | 3,262,271 |
Short-term debt | 10,190 | 15,400 |
Long-term Debt, Excluding Current Maturities, Total | $ 2,748,178 | $ 3,246,871 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Non Current Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 10,190 | |
2023 | 60,190 | |
2024 | 10,190 | |
2025 | 10,190 | |
2026 | 10,190 | |
2027 and thereafter | 2,693,158 | |
Total | $ 2,794,108 | $ 3,331,909 |
Derivative instruments - Additi
Derivative instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Market value settlement cash payments | $ 41,483 | ||
Derivative financial liability | $ 50,198 | ||
Fair value gain (loss) on derivative instruments | $ 8,585 | $ (22,463) | $ (17,325) |
Accounts payable and other li_3
Accounts payable and other liabilities - Schedule of accounts payable and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |||
Accounts payable | $ 18,599 | $ 27,160 | |
Other payables | [1] | 46,824 | 37,357 |
Accrued liabilities | [2] | 72,328 | 86,433 |
Payroll liabilities | 35,780 | 32,040 | |
Provisions and contingent liabilities | [3] | 38,310 | 48,734 |
Total | $ 211,841 | $ 231,724 | |
[1] | Other payables mainly consist of sales tax and value added tax payable and other miscellaneous payables. | ||
[2] | Accrued liabilities mainly consist of general accrued expenses and external interest payable. | ||
[3] | Provisions and contingent liabilities mainly consist of uncertain tax positions, allowance for credit losses related to financial guarantees and merchant overdrafts, and provisions recognized for certain litigation claims. |
Contingent and Deferred Consi_3
Contingent and Deferred Consideration Payable - Schedule of Contingent Consideration Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent And Deferred Consideration Payable [Abstract] | ||
Beginning balance | $ 9,562 | $ 11,449 |
Payments made during the year | 7,681 | 5,689 |
Additions in The Year | 30,716 | 3,905 |
Fair value gain | 1,782 | 103 |
Ending balance | 30,815 | $ 9,562 |
Current portion of contingent and deferred consideration payable | 13,673 | |
Non-current portion of contingent and deferred consideration payable | $ 17,142 |
Contingent and Deferred Consi_4
Contingent and Deferred Consideration Payable - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration | $ 30,815 | |
Contingent and deferred consideration payable – non-current | 17,142 | $ 3,742 |
Business Combination | ||
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration payable | 25,781 | |
Merchant Portfolios | ||
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration payable | 30,716 | 3,905 |
Contingent consideration paid | 7,681 | 5,689 |
Contingent and deferred consideration payable – non-current | $ 17,142 | |
Openbucks | ||
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent and deferred consideration payable | $ 3,502 |
Contingent Consideration Rece_3
Contingent Consideration Receivable - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal date | Dec. 20, 2017 | ||
Contingent consideration, notice period | 90 days | ||
Contingent consideration receivables | $ 2,842 | $ 151,775 | $ 164,029 |
Topco Receivable | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Related party received payment from buyer | 0 | 27,158 | |
Related party receivables | $ 4,408 | $ 4,455 |
Contingent Consideration Rece_4
Contingent Consideration Receivable - Schedule of Contingent Consideration Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Contingent Consideration Receivable [Abstract] | |||
Beginning balance | $ 151,775 | $ 164,029 | |
Fair value gain on contingent consideration receivable | [1] | 11,097 | 9,831 |
Related party transaction with PGHL | (159,302) | ||
Settlements | (3,045) | (27,158) | |
Foreign exchange | 2,317 | 5,073 | |
Ending balance | 2,842 | 151,775 | |
Current portion of contingent consideration receivable | 2,842 | 26,668 | |
Non-current portion of contingent consideration receivable | $ 0 | $ 125,107 | |
[1] | The gain recognized is due to the fair value measurement of the contingent consideration receivable and is recorded in Other (expense) / income, net (Note 20). |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | $ 263,520 | $ 9,180 | |||
Aggregate Revenues of the Acquired Businesses | 1,514,581 | 1,449,217 | |||
Net Earnings of the Acquired Businesses | [1] | (117,765) | $ (142,420) | ||
Business combination, acquisition related cost | 2,647 | ||||
Acquired Businesses | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | 285,166 | ||||
Consideration paid | 309,291 | ||||
Aggregate Revenues of the Acquired Businesses | 24,848 | ||||
Net Earnings of the Acquired Businesses | $ 5,180 | ||||
Openbucks | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, gross | $ 13,262 | ||||
Consideration paid | $ 9,760 | ||||
[1] | The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. |
Business Combinations - Schedul
Business Combinations - Schedule of Aggregate Purchase Price and Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 263,520 | $ 9,180 | ||
Other assets – non-current | 1,856 | 508 | ||
Goodwill | 3,650,037 | $ 3,481,816 | $ 3,437,354 | |
Acquired Businesses | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | 285,166 | |||
Contingent and deferred consideration payable | [1] | 25,781 | ||
Other Adjustments For Working Capital | (1,656) | |||
Total purchase price | 309,291 | |||
Cash and cash equivalents | 21,646 | |||
Prepaid expenses and other current assets | 460 | |||
Trade and other receivables | [2] | 3,596 | ||
Deferred tax assets | 74 | |||
Property, plant and equipment | 216 | |||
Intangible assets | [3] | 129,036 | ||
Other assets – non-current | 337 | |||
Trade and other payables | 24,101 | |||
Deferred tax liability | 38,093 | |||
Net liabilities acquired | 93,171 | |||
Goodwill | [4] | $ 216,120 | ||
[1] | Payable in cash subject to the future financial performance of the acquisitions. Represents the maximum amount of possible payments recognized as of the acquisition date. See Note 17, Fair Value Measurements for further details on our fair value methodology with respect to the contingent and deferred consideration payable. | |||
[2] | Gross contractual amounts receivable are equal to their book value where appropriate. | |||
[3] | Intangible assets are primarily comprised of customer relationships, brands, and computer software. | |||
[4] | Goodwill was primarily attributed to the expected synergies between the acquired businesses and the Company, the value of the employee workforce, new customer acquisitions and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill is not deductible for income tax purposes. See Note 21, Operating Segments for the reporting segments to which acquired Goodwill was assigned. |
Business Combinations - Sched_2
Business Combinations - Schedule of Unaudited Proforma Consolidated Revenues and Net Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Acquisition [Line Items] | |||
Revenue | $ 1,514,581 | $ 1,449,217 | |
Net loss | [1] | $ (117,765) | $ (142,420) |
[1] | The pro forma net loss for 2021 was adjusted to exclude the acquisition-related costs and include additional amortization and interest expense that would have been charged assuming the intangible assets and associated debt had been recorded as of January 1, 2020. The pro forma net loss for 2020 was adjusted to include the acquisition-related costs and additional amortization and interest expense that would have been charged assuming the intangible assets and debt had been recorded as of January 1, 2020. |
Gain on Disposal of Subsidiar_3
Gain on Disposal of Subsidiaries - Additional Information (Details) - USD ($) $ in Thousands | Jun. 26, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payolution Gmb H | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Contingent consideration receivable earned | $ 3,045 | $ 4,885 | ||
Gain on disposal of a subsidiary | 13,137 | 13,137 | ||
Total consideration received | $ 51,784 | |||
Paysafe UK GOLO Holdco Limited | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on disposal of a subsidiary | 4,828 | $ 4,828 | ||
Disposal percentage of equity ownership | 100.00% | |||
Total consideration received | $ 9,523 | $ 9,523 |
Gain on Disposal of Subsidiar_4
Gain on Disposal of Subsidiaries - Schedule of Consideration for Financial Performance (Details) - USD ($) $ in Thousands | Jun. 26, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Less: Net assets on disposal | $ 0 | $ 13,137 | $ 4,777 | |
Payolution Gmb H | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | 47,098 | |||
Contingent consideration | 4,686 | |||
Total consideration | 51,784 | |||
Less: Net assets on disposal | 38,647 | |||
Gain on disposal of a subsidiary | $ 13,137 | 13,137 | ||
Paysafe UK GOLO Holdco Limited | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | 9,523 | |||
Total consideration | $ 9,523 | 9,523 | ||
Less: Net assets on disposal | 4,695 | |||
Gain on disposal of a subsidiary | $ 4,828 | $ 4,828 |
Share-based payments - Addition
Share-based payments - Additional information (Details) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)Plan$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 28, 2022shares | Jan. 02, 2018$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of share-based employee compensation plans | Plan | 2 | |||||
Common Stock, Shares Authorized | shares | 20,000,000,000 | 125,157,540 | ||||
Share-based compensation | $ | $ 101,770,000 | $ 0 | $ 0 | |||
Share-based compensation, unrecognized | $ | 70,234,000 | 71,630,000 | 66,497,000 | |||
2018 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ | $ 0 | $ 0 | $ 0 | |||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 350.62 | $ 320.50 | $ 259.63 | |||
Total grant date fair value of shares vested | $ | $ 71,630,000 | |||||
Weighted average grant date fair value of shares vested | shares | 0 | 0 | ||||
2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized | shares | 126,969,054 | |||||
2021 Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | [1] | $ 8.30 | ||||
2021 Plan | Subsequent Event | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares Granted | shares | 3,599,070 | |||||
2021 Plan | Subsequent Event | Performance Restricted Stock Units (PRSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based payment award, number of shares Granted | shares | 3,599,070 | |||||
Minimum | 2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Internal performance targets | 0.00% | |||||
Award Vesting Period | 1 year | |||||
Maximum | 2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Internal performance targets | 200.00% | |||||
Award Vesting Period | 3 years | |||||
Class A Ordinary Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | [2] | $ 350.62 | ||||
Class A Ordinary Shares | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Subscription price, per share | $ / shares | $ 1.50 | |||||
Class A Ordinary Shares | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized | shares | 600,000 | |||||
Subscription price, per share | $ / shares | $ 2.16 | |||||
Class B Ordinary Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | [2] | $ 0 | ||||
Subscription price, per share | $ / shares | $ 1 | |||||
Class B Ordinary Shares | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares authorized | shares | 0 | |||||
[1] | Represents 10,209,706 RSUs and 3,316,978 PRSUs based on performance target achievement of 100 %. | |||||
[2] | The fair value of shares granted under the 2018 Plan during the year ended December 31, 2021 was based on the relative value of the Transaction. |
Share-based payments - Summary
Share-based payments - Summary of Ordinary Share Activity (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted Average Grant Date Fair Value, Vested | $ 32 | |
Class A Ordinary Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | shares | 523,980 | |
Ordinary shares, Granted | shares | 9,370 | [1] |
Ordinary shares, Vested | shares | (523,980) | [2] |
Ordinary shares, Forfeited | shares | (3,500) | |
Ordinary shares, Nonvested Ending Balance | shares | 5,870 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ 113.12 | |
Weighted Average Grant Date Fair Value, Granted | 350.62 | [1] |
Weighted Average Grant Date Fair Value, Vested | 113.12 | [2] |
Weighted Average Grant Date Fair Value, Forfeited | 350.62 | |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ 350.62 | |
Class B Ordinary Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | shares | 292,576 | |
Ordinary shares, Granted | shares | 0 | [1] |
Ordinary shares, Vested | shares | (292,576) | [2] |
Ordinary shares, Forfeited | shares | 0 | |
Ordinary shares, Nonvested Ending Balance | shares | 0 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ 46.06 | |
Weighted Average Grant Date Fair Value, Granted | 0 | [1] |
Weighted Average Grant Date Fair Value, Vested | 46.06 | [2] |
Weighted Average Grant Date Fair Value, Forfeited | 0 | |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ 0 | |
[1] | The fair value of shares granted under the 2018 Plan during the year ended December 31, 2021 was based on the relative value of the Transaction. | |
[2] | Represents share-based awards that vested in connection with the completion of the Transaction as described in Note 2 . |
Share-based payments - Assumpti
Share-based payments - Assumptions used in the valuation model (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected volatility | 48.27% | 30.90% |
Risk free interest rate | 0.14% | 1.84% |
Share-based payments - Summar_2
Share-based payments - Summary of Restricted Stock Unit Activity (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 32 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Granted | shares | 10,209,706 | |
2021 Plan | Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | shares | 0 | |
Ordinary shares, Granted | shares | 13,526,684 | [1] |
Ordinary shares, Vested | shares | (2,705) | [2] |
Ordinary shares, Forfeited | shares | (209,543) | |
Restricted Stock Units, Performance adjustments | shares | 0 | [3] |
Ordinary shares, Nonvested Ending Balance | shares | 13,314,436 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ / shares | $ 0 | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.30 | [1] |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 11.80 | [2] |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 11.49 | |
Weighted Average Grant Date Fair Value, Performance adjustment | $ / shares | 0 | [3] |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ / shares | $ 8.25 | |
[1] | Represents 10,209,706 RSUs and 3,316,978 PRSUs based on performance target achievement of 100 %. | |
[2] | The total grant date fair value of units vested was $ 32 . | |
[3] | Represents the adjustment to the number of PRSUs vested based on actual performance compared to target. |
Share-based payments - Summar_3
Share-based payments - Summary of Restricted Stock Unit Activity ( Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Performance target achievement percentage | 100.00% |
Total grant date fair value of units vested | $ / shares | $ 32 |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Ordinary shares, Granted | 10,209,706 |
Performance Restricted Stock Units (PRSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Ordinary shares, Granted | 3,316,978 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | ||
Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | $ 0 | $ 0 | ||
Financial Liabilities Fair Value Disclosure, Total | 32,275 | 0 | ||
Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | 0 | 0 | ||
Financial Liabilities Fair Value Disclosure, Total | 3,300 | 50,198 | ||
Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | 2,842 | 151,775 | ||
Financial Liabilities Fair Value Disclosure, Total | 39,713 | 9,562 | ||
Warrant [Member] | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | [1] | 32,275 | ||
Warrant [Member] | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | [1] | 3,300 | ||
Warrant [Member] | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | [1] | 0 | ||
Derivative | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | |||
Derivative | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 50,198 | |||
Derivative | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | |||
Liability for Share-Based Compensation | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | |||
Liability for Share-Based Compensation | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | |||
Liability for Share-Based Compensation | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 10,024 | |||
Contingent Consideration Receivable | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | 0 | 0 | ||
Contingent Consideration Receivable | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | 0 | 0 | ||
Contingent Consideration Receivable | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total financial assets | 2,842 | 151,775 | ||
Contingent Consideration Payable | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | [2] | 0 | |
Contingent Consideration Payable | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | 0 | [2] | 0 | |
Contingent Consideration Payable | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Financial Liabilities Fair Value Disclosure, Total | $ 29,689 | [2] | $ 9,562 | |
[1] | Level 2 warrant liabilities represent the fair value of private warrants which is estimated using the price of the Company's public warrants. | |||
[2] | Excludes deferred consideration payable of $ 1,126 which is not a Level 3 financial instrument. |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Deferred consideration payable | $ 1,126 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) | Dec. 31, 2021 |
Market and income approach | Measurement Input, Discount Rate | Liability for Share-Based Compensation | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.165 |
Contingent Consideration Payable | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.090 |
Contingent Consideration Payable | Minimum | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.07 |
Contingent Consideration Payable | Maximum | Discounted cashflow | Measurement Input Weighted Average Discount Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 0.15 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 9,523 | $ 10,562 | $ 11,028 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 9,357 | $ 10,300 | $ 10,842 |
Leased assets obtained in exchange for new operating lease liabilities | $ 2,314 | $ 11,438 | $ 16,408 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
Weighted-average remaining lease term | 5 years 1 month 6 days | 5 years 10 months 24 days | 5 years 3 months 18 days |
Weighted-average discount rate | 4.60% | 4.90% | 5.30% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 9,033 | |
2023 | 8,954 | |
2024 | 8,431 | |
2025 | 6,666 | |
2026 | 3,255 | |
2027 and beyond | 4,841 | |
Total lease payments | 41,180 | |
Less: interest | (4,327) | |
Total lease liability | 36,853 | |
Current portion of lease liability | 8,845 | $ 8,969 |
Non-current portion of lease liability | $ 28,008 | $ 34,540 |
Commitment, Contingencies and G
Commitment, Contingencies and Guarantees - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Provision for litigation proceedings | $ 8,550 | $ 11,600 | |
Contingent and deferred consideration | $ 30,815 | ||
SaftPay Inc [Member] | |||
Loss Contingencies [Line Items] | |||
Base consideration paid in cash | $ 441,000 |
Share Capital - Schedule of Sha
Share Capital - Schedule of Share Activity in Connection with the Transactions (Details) | Dec. 31, 2021shares |
Class Of Stock [Line Items] | |
Beginning balance, shares | 125,157,540 |
Ending balance, shares | 723,715,147 |
Other income _ (expense), net -
Other income / (expense), net - Schedule of the amounts recorded in Other income / (expense), net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income And Expenses [Abstract] | |||
Foreign exchange gain / (loss) | $ 7,122 | $ (19,280) | $ (3,301) |
Fair value gain on contingent consideration receivable | 13,443 | 9,831 | 27,274 |
Fair value gain / (loss) on derivative instruments | 8,585 | (22,463) | (17,325) |
Interest expense, net, on related party balances | 0 | (1,554) | (8,457) |
Fair Value Gain on Warrant Liability | 222,611 | 0 | 0 |
Other | (12,100) | (7,339) | (12,105) |
Other (expense) / income, net | $ 239,661 | $ (40,805) | $ (13,914) |
Operating Segments - Schedule o
Operating Segments - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Segment Reporting Information [Line Items] | ||||||
Revenue from external customers | $ 1,485,694 | $ 1,422,445 | $ 1,409,414 | |||
Interest revenue | 1,319 | 4,044 | 8,726 | |||
Revenue | 1,487,013 | 1,426,489 | 1,418,140 | |||
Adjusted EBITDA | 443,898 | 425,769 | 466,341 | |||
US Acquiring | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from external customers | 649,760 | 610,704 | 624,016 | |||
Interest revenue | 4 | 12 | 85 | |||
Revenue | 649,764 | 610,716 | 624,101 | |||
Adjusted EBITDA | 167,584 | 179,077 | 207,886 | |||
Digital Commerce | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from external customers | 835,934 | 811,741 | 785,398 | |||
Interest revenue | 1,315 | 4,032 | 8,641 | |||
Revenue | 837,249 | 815,773 | 794,039 | |||
Adjusted EBITDA | 351,384 | 319,300 | 318,984 | |||
Corporate Segment | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from external customers | [1] | 0 | 0 | 0 | ||
Interest revenue | [1] | 0 | 0 | 0 | ||
Revenue | [1] | 0 | 0 | 0 | ||
Adjusted EBITDA | $ (75,070) | $ (72,608) | [1] | $ (60,529) | [1] | |
[1] | Corporate consists of corporate overhead and unallocated shared costs of people and other resources consumed in activities that provide a benefit across the Company. |
Operating Segments - Reconcilia
Operating Segments - Reconciliation Of Revenue From Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | |||
Segments Adjusted EBITDA | $ 518,968 | $ 498,377 | $ 526,870 |
Corporate costs | (75,070) | (72,608) | (60,529) |
Depreciation and amortization | (261,372) | (268,166) | (279,831) |
Share-based compensation | (101,770) | 0 | 0 |
Impairment expense on intangible assets | (324,145) | (130,420) | (88,792) |
Restructuring and other costs | (25,883) | (20,640) | (50,683) |
Gain on disposal of subsidiaries and other assets, net | 0 | 13,137 | 4,777 |
Other income / (expense), net | 239,661 | (40,805) | (13,914) |
Interest expense, net | (165,827) | (164,788) | (164,559) |
Loss before taxes | $ (195,438) | $ (185,913) | $ (126,661) |
Operating Segments - Summery of
Operating Segments - Summery of Disaggregated Revenue by Business Line (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,487,013 | $ 1,426,489 | $ 1,418,140 | |
US Acquiring | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 649,764 | 610,716 | 624,101 | |
eCash | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | 406,185 | 332,941 | 272,744 |
Digital Wallet | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | 363,760 | 394,501 | 428,148 |
Integrated & Ecommerce Solutions (IES) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | 95,582 | 109,265 | 111,358 |
Intracompany | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ (28,278) | $ (20,934) | $ (18,211) |
[1] | These business lines are part of the Digital Commerce segment. |
Operating segments - Additional
Operating segments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Share based compensation expense recognized | $ 0 | $ 0 |
Operating Segments - Schedule_2
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 1,487,013 | $ 1,426,489 | $ 1,418,140 | |
Total long lived assets | 48,025 | 58,878 | ||
Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 1,485,694 | 1,422,445 | 1,409,414 | |
United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 5,068 | 6,198 | ||
United Kingdom | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 52,263 | 46,037 | 63,424 | |
United States of America | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 11,416 | 16,479 | ||
United States of America | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 683,338 | 631,570 | 641,585 | |
Germany | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 127,119 | 146,670 | 115,093 | |
All Other Countries | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | [1] | 4,962 | 4,702 | |
All Other Countries | Geographical Components | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | [2] | 622,974 | 598,168 | $ 589,312 |
Canada | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 6,455 | 6,898 | ||
Bulgaria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | 11,442 | 13,847 | ||
Austria | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total long lived assets | $ 8,682 | $ 10,754 | ||
[1] | No single country included in the All other countries category generated more than 10 % of total long lived assets. | |||
[2] | No single country included in the “All other countries” category generated more than 10 % of revenues. |
Operating Segments - Schedule_3
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical (Parenthetical) (Details) - Geographic Risk - All Other Countries | 12 Months Ended |
Dec. 31, 2021 | |
Total long lived assets | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10.00% |
Revenue | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10.00% |
Related Party Transactions - _2
Related Party Transactions - Schedule of Transaction with Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | $ 6,492 | $ 6,271 |
Amounts owed to related parties | 3,300 | 195,228 |
Other Warrant Liabilities | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | 0 | |
Amounts owed to related parties | 3,300 | |
Topco Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | 4,408 | 4,455 |
Amounts owed to related parties | 0 | 0 |
P G H L Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | 2,069 | 1,776 |
Amounts owed to related parties | 0 | 0 |
Other Receivable | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | 15 | 40 |
Amounts owed to related parties | $ 0 | 0 |
P G H L Loan Received | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Amounts owed from related parties | 0 | |
Amounts owed to related parties | $ 195,228 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Allowances for credit loss | $ 0 | |||
Interest expense, related party | 0 | $ 1,554,000 | $ 8,457,000 | |
Amounts owed from Topco | 4,408,000 | 4,455,000 | ||
Term loan agreement | $ 317,760,000 | |||
Contingent Consideration | 159,302,000 | |||
Additional contributions | $ 26,000,000 | |||
Percentage of owns share capital | 100.00% | |||
Remaining loan balance | $ 10,694,000 | |||
Additional ordinary shares | 233,376 | |||
P G H L Receivable | ||||
Related Party Transaction [Line Items] | ||||
Interest free receivable | $ 2,069,000 | $ 1,776,000 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | Dec. 31, 2021 |
Skrill USA | |
Subsequent Event [Line Items] | |
Percentage of equity interest acquired in Skrill USA | 100.00% |