Document and Entity Information
Document and Entity Information | May 17, 2023 |
Document Information [Line Items] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | May 17, 2023 |
Entity Registrant Name | PAYSAFE LIMITED |
Entity Central Index Key | 0001833835 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40302 |
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 |
Contact Personnel Name | Paysafe Limited |
Entity Address, Postal Zip Code | E14 5LQ |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 387,849 | $ 367,668 |
Cost of services (excluding depreciation and amortization) | 158,939 | 147,103 |
Selling, general and administrative | 128,311 | 130,568 |
Depreciation and amortization | 63,547 | 63,423 |
Impairment expense on goodwill and intangible assets | 82 | 1,205,731 |
Restructuring and other costs | 1,990 | 12,591 |
Operating loss | 34,980 | (1,191,748) |
Other income, net | 2,547 | 3,478 |
Interest expense, net | (37,456) | (25,956) |
Income / (loss) before taxes | 71 | (1,214,226) |
Income tax benefit | 3,879 | (43,414) |
Net loss | (3,808) | (1,170,812) |
Less: net income attributable to non-controlling interest | 0 | 371 |
Net loss attributable to the Company | $ (3,808) | $ (1,171,183) |
Net loss per share attributable to the Company - basic | $ (0.06) | $ (19.41) |
Net loss per share attributable to the Company - diluted | $ (0.06) | $ (19.41) |
Net Loss | $ (3,808) | $ (1,170,812) |
Other comprehensive loss, net of tax of $0: | ||
Gain on foreign currency translation | 2,174 | 14,396 |
Total comprehensive loss | (1,634) | (1,156,416) |
Less: comprehensive income attributable to non-controlling interest | 0 | 371 |
Total comprehensive loss attributable to the company | $ (1,634) | $ (1,156,787) |
Consolidated Statements of Fina
Consolidated Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 221,687 | $ 260,219 |
Customer accounts and other restricted cash | 1,718,800 | 1,866,976 |
Accounts receivable, net of allowance for credit losses of $9,492 and $10,558, respectively | 167,153 | 159,324 |
Settlement receivables, net of allowance for credit losses of $4,549 and $5,398, respectively | 110,855 | 147,774 |
Prepaid expenses and other current assets | 80,647 | 60,810 |
Total current assets | 2,299,142 | 2,495,103 |
Deferred tax assets | 104,538 | 104,538 |
Property, plant and equipment, net | 14,294 | 11,947 |
Operating lease right-of-use assets | 27,903 | 35,509 |
Derivative asset | 13,888 | 17,321 |
Intangible assets, net | 1,263,435 | 1,291,458 |
Goodwill | 2,009,126 | 1,999,132 |
Other assets – non-current | 2,297 | 2,048 |
Total assets | 5,734,623 | 5,957,056 |
Current liabilities | ||
Accounts payable and other liabilities | 222,079 | 241,529 |
Short-term debt | 10,190 | 10,190 |
Funds payable and amounts due to customers | 1,840,433 | 1,997,867 |
Operating lease liabilities – current | 8,104 | 7,953 |
Income taxes payable | 0 | 11,325 |
Contingent and deferred consideration payable – current | 12,088 | 18,171 |
Liability for share-based compensation – current | 3,708 | 11,400 |
Total current liabilities | 2,096,602 | 2,298,435 |
Non-current debt | 2,601,125 | 2,633,269 |
Operating lease liabilities – non-current | 22,565 | 29,913 |
Deferred tax liabilities | 126,868 | 118,791 |
Warrant liabilities | 5,007 | 3,094 |
Liability for share-based compensation – non-current | 2,482 | 4,942 |
Contingent and deferred consideration payable – non-current | 9,063 | 8,975 |
Total liabilities | 4,863,712 | 5,097,419 |
Commitments and contingent liabilities | ||
Shareholder’s equity | ||
Common shares - $0.012 par value; 1,600,000,000 shares authorized; 61,266,977 shares issued and outstanding as of March 31, 2022 and 60,788,816 shares issued and outstanding as of December 31, 2022 | 736 | 730 |
Additional paid in capital | 3,149,328 | 3,136,426 |
Accumulated deficit | (2,243,251) | (2,239,443) |
Accumulated other comprehensive loss | (35,902) | (38,076) |
Total shareholder's equity | 870,911 | 859,637 |
Total liabilities and shareholder’s equity | $ 5,734,623 | $ 5,957,056 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 9,492 | $ 10,558 |
Settlement receivables, net of allowance for credit losses of $3,668 and $4,049, respectively | $ 4,549 | $ 5,398 |
Ordinary shares, Par or Stated Value Per Share | $ 0.012 | $ 0.012 |
Common Stock, Shares Authorized | 1,600,000,000 | 1,600,000,000 |
Common Stock, Shares, Issued | 61,266,977 | 60,788,816 |
Common Stock, Shares, Outstanding | 61,266,977 | 60,788,816 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common shares [Member] | Additional paid in capital [Member] | Accumulated deficit [Member] | Accumulated other comprehensive income / (loss) [Member] | Shareholders' equity in the Company [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2021 | $ 2,707,769 | $ 723 | $ 2,949,654 | $ (376,788) | $ (3,825) | $ 2,569,764 | $ 138,005 |
Net loss / (income) | (1,170,812) | (1,171,183) | (1,171,183) | 371 | |||
Gain on foreign currency translation, net of tax of $0 | 14,396 | 14,396 | 14,396 | ||||
Shared based compensation | 11,593 | 11,593 | 11,593 | ||||
Restricted stock units issued | 1 | (1) | |||||
Capital contribution | 38,295 | 38,295 | (38,295) | ||||
Shares issued upon warrants exercised | 3 | 1 | 2 | 3 | |||
Ending balance at Mar. 31, 2022 | 1,562,949 | 725 | 2,999,543 | (1,547,971) | 10,571 | 1,462,868 | $ 100,081 |
Beginning balance at Dec. 31, 2022 | 859,637 | 730 | 3,136,426 | (2,239,443) | (38,076) | 859,637 | |
Net loss / (income) | (3,808) | (3,808) | (3,808) | ||||
Gain on foreign currency translation, net of tax of $0 | 2,174 | 2,174 | 2,174 | ||||
Contribution from Topco (Note 10) | 3,707 | 3,707 | 3,707 | ||||
Shared based compensation | 2,925 | 2,925 | 2,925 | ||||
Conversion of liability classified award to equity (Note 10) | 6,276 | 6,276 | 6,276 | ||||
Restricted stock units issued | 6 | (6) | |||||
Ending balance at Mar. 31, 2023 | $ 870,911 | $ 736 | $ 3,149,328 | $ (2,243,251) | $ (35,902) | $ 870,911 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Gain on foreign currency translation, net of tax of $0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net Loss | $ (3,808) | $ (1,170,812) |
Adjustments for non-cash items: | ||
Depreciation and amortization | 63,547 | 63,423 |
Unrealized foreign exchange (gain) / loss | (5,598) | 2,364 |
Deferred tax expense / (benefit) | 7,782 | (49,601) |
Interest expense, net | 8,563 | 11,202 |
Share-based compensation | 7,216 | 13,970 |
Other income, net | (3,189) | (1,815) |
Impairment expense on goodwill and intangible assets | 82 | 1,205,731 |
Allowance for credit losses and other | 3,923 | 5,888 |
Non-cash lease expense | 2,243 | 2,269 |
Movements in working capital: | ||
Accounts receivable, net | (12,766) | (14,529) |
Prepaid expenses, other current assets and related party receivables | (11,947) | (5,151) |
Settlement receivables, net | 38,223 | 22,447 |
Accounts payable and other liabilities | (15,752) | (1,189) |
Funds payable and amounts due to customers | (177,198) | 418,944 |
Income tax payable | (20,282) | 707 |
Net cash flows (used in) / provided by operating activities | (118,961) | 503,848 |
Cash flows from investing activities | ||
Purchase of property, plant & equipment | (2,732) | (650) |
Purchase of merchant portfolios | (4,399) | (10,364) |
Purchase of other intangible assets | (27,636) | (19,989) |
Acquisition of businesses, net of cash acquired | 0 | (424,722) |
Receipts under derivative financial instruments, net | 2,224 | 0 |
Net cash flows used in investing activities | (32,543) | (455,725) |
Cash flows from financing activities | ||
Cash settled equity awards | (484) | (154) |
Proceeds from exercise of warrants | 0 | 3 |
Repurchases of shares withheld for taxes | (3,690) | 0 |
Repurchases of borrowings | (57,386) | 0 |
Proceeds from loans and borrowings | 25,781 | 50,000 |
Repayment of loans and borrowings | (13,329) | (60,885) |
Payment of debt issuance costs | 0 | (6,261) |
Proceeds under line of credit | 225,000 | 150,000 |
Repayments under line of credit | (225,000) | (150,000) |
Contingent consideration paid | (6,475) | (1,436) |
Net cash flows used in financing activities | (55,583) | (18,733) |
Effect of foreign exchange rate changes | 20,379 | (31,068) |
Decrease in cash and cash equivalents, including customer accounts and other restricted cash during the period | (186,708) | (1,678) |
Cash and cash equivalents, including customer accounts and other restricted cash at beginning of the period | 2,127,195 | 1,971,718 |
Cash and cash equivalents at end of the period, including customer accounts and other restricted cash | 1,940,487 | 1,970,040 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 28,893 | 14,754 |
Cash paid for Income taxes, net | 16,379 | 5,480 |
Cash and cash equivalents | 221,687 | 258,046 |
Customer accounts and other restricted cash, net | 1,718,800 | 1,711,994 |
Total cash and cash equivalents, including customer accounts and other restricted cash, net | $ 1,940,487 | $ 1,970,040 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 In these unaudited condensed 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 incorporated as an exempted limited company under the laws of Bermuda on November 23, 2020 for purposes of effectuating the merger (the "Transaction) with Foley Trasimene Acquisition Corp. II (“FTAC”), a special purpose acquisition company that completed its Initial Public Offering (“IPO”) in August 2020, and Pi Jersey 1.5 Limited ("Legacy Paysafe"). In connection with the Transaction, which was consummated on March 31, 2021, the Company’s common shares and warrants were listed on the New York Stock Exchange under the symbols PSFE and PSFE.WS, respectively. Subsequent to the Transaction, Pi Jersey Topco Limited (“Topco”), funds advised by affiliates of CVC Capital Partners (such funds collectively, "CVC") and The Blackstone Group Inc. ("Blackstone") continue to retain ownership in the Company. In the prior year, we revised our reportable segments, which are the same as our operating segments, as a result of a change in our Chief Operating Decision Maker (“CODM”) and how our CODM regularly reviews financial information to allocate resources and assess performance. Our new reportable segments are Merchant Solutions and Digital Wallets. Merchant Solutions includes the previous US Acquiring segment along with the Integrated eCommerce Solutions (“IES”) business that was previously part of the Digital Commerce segment. The prior year information has been recast to reflect this change. Reverse Stock Split ("RSS") On December 12, 2022, we effected a 1-for-12 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each issued and outstanding share of our common stock, and the per share exercise price of and number of shares of our common stock underlying our outstanding equity awards, were automatically proportionally adjusted based on the 1-for-12 Reverse Stock Split ratio. No fractional shares of common stock were issued in connection with the reverse stock split, and all such fractional interests were rounded up to the nearest whole number. Except as otherwise provided herein, all share and per-share amounts of our common stock, equity awards, warrants and other outstanding equity rights have been adjusted to give effect to the Reverse Stock Split for all periods presented. The Reverse Stock Split amended the par value of our common stock to $ 0.012 per share, but did not modify any voting rights or other terms of our common stock. Basis of Presentation The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2023 and the comparative financial information for the three months ended March 31, 2022 and for the year ended December 31, 2022 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited. 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. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim period. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 on Form 20-F filed on March 15, 2023. Disaggregation of Revenue The Company provides payment solutions through two primary lines of business: Merchant Solutions and Digital Wallets. 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. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at the segment level (See Note 14). We do no t have any material contract balances associated with our contracts with customers as of March 31, 2023 and December 31, 2022 . The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less. Significant accounting policies Effective January 1, 2023, we began to self-insure for certain losses related to United States employee medical and prescription drug benefit claims, a portion of which is paid by employees. We hold specific and aggregate excess loss insurance benefit coverage to limit significant exposure to these claims. Self-insured liabilities and related expenses are based upon actual claims filed and an estimated liability of claims incurred but not reported (“IBNR”). The liabilities are actuarially determined based primarily on our historical claims activity, claims payment patterns, and medical cost trends. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of stop-loss coverage. The self-insurance liability represents the best estimate of future payments to be made on reported and unreported losses during the three months ended March 31, 2023. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liabilities may change. As of March 31, 2023, the self-insurance liability was not material and no receivables were recorded for payments in excess of our self-insured levels. There have been no material changes in our significant accounting policies during the three months ended March 31, 2023 except as noted above. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2022 on Form 20-F filed on March 15, 2023. Recent Accounting Pronouncements 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 could 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 Term Loan Facility (USD). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The USD Term Loan Facility and USD Revolving Credit Facility bear interest at LIBOR plus margin. Following the Financial Conduct Authority (“FCA”) decision to phase out the use of LIBOR by June 30, 2023, the Company entered into an amendment agreement on April 13, 2023 to replace LIBOR with the term SOFR reference rate administered by CME Group Benchmark Administration Limited (“SOFR”). This contract modification qualifies for the relief provided in ASU 2021-01. The Company has applied the optional expedient in the standard, accounting for the amendment as if the modification was not substantial and thus a continuation of the existing contract, with the change in rate accounted for prospectively. 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 and is applied prospectively to acquisitions occurring after the effective date. The Company adopted this new guidance effective January 1, 2023. This new guidance did not have an impact on our interim unaudited consolidated financial statements. Supplier Finance Programs In September 2022, the FASB issued ASU No. 2022-04 Liabilities - Supplier Finance Programs. This update enhances transparency about an entity’s use of supplier finance programs. The buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. The amendments in this update will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information which is effective for fiscal years beginning after December 31, 2023. Early adoption is permitted. The Company adopted this new guidance, with the exception of the roll-forward information, effective January 1, 2023. This new guidance did not have a material effect on our consolidated financial statements. As of March 31, 2023, the Company did not have any supplier finance arrangements. |
Net Loss per Share Attributable
Net Loss per Share Attributable to the Company | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to the Company | 2. 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 Company uses the treasury stock method of calculating diluted net loss per share attributable to the Company. For the three months ended March 31, 2023 and 2022, we excluded all potentially dilutive restricted stock units, stock options, warrants and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. In the fourth quarter of 2022, the Company was notified that 100% of the LLC Units were surrendered by the FTAC Founder and were subsequently canceled. For the three months ended March 31, 2023 2022 Numerator Net loss attributable to the Company - basic and diluted $ ( 3,808 ) $ ( 1,171,183 ) Denominator Weighted average shares – basic and diluted 60,952,372 60,337,352 Net loss per share attributable to the Company Basic and diluted $ ( 0.06 ) $ ( 19.41 ) |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Taxation | 3. Taxation We account for income taxes in interim periods pursuant to the provisions of ASC 740, Income Taxes. Under this method, our provision for or benefit from income taxes is computed by applying an estimated annual effective tax rate to the year to date pre-tax book income and the effects of any discrete income tax items are recognized in the periods in which they occur. Our effective tax rate for the quarter is abnormal due to near breakeven year-to-date pre-tax income in relation to the discrete items identified during the three months ended March 31, 2023. The March 31, 2022 effective tax rate was 3.6 %. Effective April 1, 2023, the U.K. statutory tax rate increased from 19 % to 25 % and a weighted average of 23.5 % will be applied for the full year 2023. The difference between our effective tax rate and the U.K. statutory rate of 23.5 % for the three months ended March 31, 2023 was primarily the result of fair value movements on warrants which are not subject to tax, changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards, and items identified as discrete recorded in the first quarter. The difference between our effective rate and the U.K. statutory rate of 19 % for the three months ended March 31, 2022 was primarily the result of the non-deductible component of the goodwill impairment charge and changes to our valuation allowance related to our recoverability of deferred tax assets on restricted interest carryforwards. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
Goodwill | 4. Goodwill As a result of our change in segments during the year ended December 31, 2022, the prior period goodwill balances have been recast to reflect this change (See Note 1). Changes in the carrying amount of goodwill are as follows: Merchant Solutions Digital Wallets Total Balance as of December 31, 2022 $ 637,446 $ 1,361,686 $ 1,999,132 Foreign exchange — 9,994 9,994 Balance as of March 31, 2023 $ 637,446 $ 1,371,680 $ 2,009,126 Merchant Solutions Digital Wallets Total Balance as of December 31, 2021 $ 1,796,591 $ 1,853,446 $ 3,650,037 Additions during the period (1) — 284,239 284,239 Purchase price accounting adjustments (2) - ( 1,687 ) ( 1,687 ) Impairment ( 763,190 ) ( 442,541 ) ( 1,205,731 ) Foreign exchange - ( 14,049 ) ( 14,049 ) Balance as of March 31, 2022 $ 1,033,401 $ 1,679,408 $ 2,712,809 (1) Additions to goodwill within the Digital Wallet segment related to the acquisition of SafetyPay. (2) Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to March 31, 2022. The Company performs its annual goodwill impairment test for all reporting units as of October 1st, or when events and circumstances have occurred that would indicate the carrying amount of goodwill exceeds its fair value. No such events and circumstances were identified during the three months ended March 31, 2023. In the prior year, due to a sustained decline in stock price and market capitalization, as well as market and macroeconomic conditions, we concluded that an impairment indicator for goodwill was present in both segments as of March 31, 2022. Based on the goodwill impairment test performed, the Company recognized a goodwill impairment of $ 763,190 and $ 442,541 in the Merchant Solutions and Digital Wallets segments, respectively. Accumulated impairment of goodwill as of both March 31, 2023 and December 31, 2022 was $ 1,882,187 . Failure to achieve future cash flows or further decline in the stock price may cause a future impairment of goodwill at the reporting unit level. There have been no other events or changes in circumstances subsequent to the testing date that would indicate further impairment of these reporting units. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible assets The Company’s intangible assets consisted of the following: March 31, 2023 December 31, 2022 Brands $ 166,677 $ 165,283 Software development costs 813,999 787,492 Customer relationships 1,512,106 1,505,839 Computer software 41,637 38,857 Gross carrying value 2,534,419 2,497,471 Brands 87,986 83,317 Software development costs 499,490 472,791 Customer relationships 655,988 624,756 Computer software 27,520 25,149 Accumulated amortization 1,270,984 1,206,013 Intangible assets, net $ 1,263,435 $ 1,291,458 Amortization expense on intangible assets for the three months ended March 31, 2023 and 2022 , was $ 62,132 and $ 61,595 , respectively. During the three months ended March 31, 2023 , we purchased multiple merchant portfolios for a purchase price of $ 4,399 which were accounted for as asset acquisitions. The remaining increase in gross intangible assets during the three months ended March 31, 2023, relates to capitalized development costs. The Company performs an impairment analysis on intangibles assets with finite lives when events and circumstances have occurred that would indicate the carrying amount of intangible assets may not be recoverable. No such events and circumstances were identified during the three months ended March 31, 2023. |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | 6. 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 following table summarizes the expected credit allowance activity for settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the three months ended March 31, 2023: Accounts Settlement (2) Financial Total Balance at December 31, 2022 10,558 5,398 12,066 28,022 Credit loss expense 5,148 220 ( 1,899 ) 3,469 Write-Offs ( 6,225 ) ( 1,039 ) ( 50 ) ( 7,314 ) Other (1) 11 ( 30 ) ( 3 ) ( 22 ) Balance at March 31, 2023 9,492 4,549 10,114 24,155 (1) Other mainly relates to the impact of foreign exchange. (2) During the three months ended March 31, 2023, recoveries from freestanding credit enhancements related to Settlement receivables, net were $ 454 which are recorded in "Selling, general and administrative" in the unaudited condensed consolidated statement of comprehensive loss. Credit loss expense for the three months ended March 31, 2023 and 2022 was $ 3,469 and $ 5,888 , respectively. The decrease in credit loss expense was partially due to changes in merchant type as well as a certain credit loss recovery in the current quarter within the Merchant Solutions segment. The increase in write offs in the current period was due to an increase in write off of aged receivables within the Merchant Solutions segment. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt The Company's current facilities include the following: (i) $ 305,000 senior secured revolving credit facility (the “Revolving Credit Facility”); (ii) $ 1,018,000 aggregate principal amount senior secured USD first lien term loan facility (the “Term Loan Facility (USD)”)(comprising the original $ 628,000 and incremental $ 390,000 facility); (iii) € 710,000 aggregate principal amount senior secured EUR first lien term loan facility (the “Term Loan Facility (EUR)”) (comprising the original € 435,000 and an incremental € 275,000 facility); and (iv) $ 400,000 aggregate principal amount of USD secured notes and € 435,000 aggregate principal amount of EUR secured notes (“Secured Notes”). The Company has made drawdowns and repayments on the Revolving Credit Facility throughout the year. As of March 31, 2023 and December 31, 2022, $ 36,681 and $ 21,408 , respectively was drawn down on the Revolving Credit Facility. Line of Credit The Company has a Line of Credit of $ 75,000 which is restricted for use in funding settlements in the Merchant Solutions business and is secured against known transactions. As of both March 31, 2023 and December 31, 2022 , the Company had an outstanding balance of $ 75,000 . The key terms of these facilities were as follows: Facility Currency Interest Rate (1) Effective Interest Rate (2) Facility Principal Principal Term Loan Facility (USD) (3) USD USD LIBOR + 2.75% (0.5% floor) 6.9 % Jun-28 $ 957,387 $ 957,387 Term Loan Facility (EUR) (4) EUR EURIBOR + 3.00% (0% floor) 6.2 % Jun-28 680,671 737,894 Secured Loan Notes (EUR) EUR 3.00% 3.2 % Jun-29 421,362 456,785 Secured Loan Notes (USD) USD 4.00% 4.2 % Jun-29 360,418 360,418 Revolving Credit Facility (USD) USD BASE + 2.25% (0% floor 7.0 % Dec-27 15,000 15,000 Revolving Credit Facility (EUR) EUR BASE + 2.25% (0% floor) 5.2 % Dec-27 20,000 21,681 Line of Credit USD Term SOFR (5) + 2.70% 7.6 % Jun-25 75,000 75,000 Total Principal Outstanding $ 2,624,165 (1) For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The effective interest rate is as of March 31, 2023. (3) Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. (4) Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. (5) The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited. March 31, 2023 December 31, 2022 Principal Outstanding $ 2,624,165 $ 2,658,023 Unamortized debt issuance cost ( 12,850 ) ( 14,564 ) Total 2,611,315 2,643,459 Short-term debt 10,190 10,190 Non-current debt $ 2,601,125 $ 2,633,269 For the three months ended March 31, 2023 and 2022, interest expense, including amortization of deferred debt issuance cost, was $ 37,456 and $ 25,956 , respectively. The Company also paid debt issuance costs of $ 6,261 during the three months ended March 31, 2022, predominantly related to the USD Incremental Term Loan drawn down in connection with the SafetyPay acquisition. Maturity requirements on debt as of March 31, 2023 by year are as follows: Remainder 2023 $ 7,642 2024 10,190 2025 85,190 2026 10,190 2027 46,871 2028 1,646,880 2029 and thereafter 817,202 Total $ 2,624,165 During the three months ended March 31, 2023, the Company made principal payments of $ 2,547 under its Term Loan Facility. In addition, the Company repurchased $ 10,000 of Secured Loan Notes and $ 51,726 under the Term Loan Facility. This resulted in a gain on repurchase of $ 4,340 recognized within "Other income, net" within the Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2023. Compliance with Covenants The Company’s facilities as described above contain affirmative, restrictive and incurrence-based covenants, including, among others, financial covenants based on the Company’s leverage and Revolving Credit Facility utilization, as defined in the agreement. The financial covenants under the facilities require the Company to test its Consolidated First Lien Debt Ratio if the principal amount of the Revolving Credit Facility, less any cash and cash equivalents, at the reporting date exceeds 40 % of the total Revolving Credit Facility Commitment. If the 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 Senior Credit Facility, of the Company and the restricted subsidiaries for the relevant period. The Company was in compliance with its covenants as of the date of issuance of these financial statements. Letters of Credit As of March 31, 2023 and December 31, 2022 , the Company had issued approximately $ 122,005 and $ 121,960 , letters of credit, respectively, for use in the ordinary course of business. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 8. Derivative Instruments In the prior year, the Company entered into a derivative financial instrument arrangement to manage its interest rate risk related to its variable rate Term Loan Facility. The Company’s derivative instrument consists of an interest rate swap, which mitigates the exposure to the variable-rate debt by effectively converting the floating-rate payments to fixed-rate payments. The interest rate swap is measured at fair value and not designated as a hedge for accounting purposes; as such, any fair value changes are recorded in “Other income, net” in the unaudited condensed consolidated statement of comprehensive loss in the respective period of the change. As of March 31, 2023 and December 31, 2022, the Company’s interest rate swap had a notional amount of $ 352,049 and $ 367,490 , respectively and fair value of $ 13,888 and $ 17,321 , respectively, which was recorded as a “Derivative financial asset” in the unaudited condensed consolidated statements of financial position. The Company recognized a fair value loss for the three months ended March 31, 2023 and 2022 of $ 3,432 and $ 0 respectively, related to its interest rate contracts. The interest rate swap matures on March 31, 2026. For further information regarding the fair value of the derivative instruments see discussion in Note 11. |
Contingent and Deferred Conside
Contingent and Deferred Consideration Payable | 3 Months Ended |
Mar. 31, 2023 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Contingent and Deferred Consideration Payable | 9. Contingent and deferred consideration payable Contingent and deferred consideration payable is comprised of the following balances: Balance at December 31, 2022 $ 27,146 Payments made during the period ( 6,475 ) Additions in the period — Fair value loss and other 480 Balance at March 31, 2023 $ 21,151 Current $ 12,088 Non-current $ 9,063 During the three months ended March 31, 2023: • The Company paid $ 6,475 of the contingent consideration payable in respect to a prior period acquisition. Subsequent to March 31, 2023, an amendment was entered into related to the contingent consideration associated with a prior period acquisition. This amendment did not change the expected payments to be made in future periods and the remaining contingent consideration was accrued at the maximum amount as of March 31, 2023. • The Company did not record any additions to continent consideration payable in the current period. • The Company recorded a $ 253 loss on contingent consideration payable related to a previous acquisition. The contingent and deferred consideration of $ 21,151 is classified as a liability on the unaudited condensed consolidated statement of financial position, of which $ 9,063 is non-current. This contingent and deferred consideration arose as part of the consideration of merchant buyouts, as well as prior year acquisitions, and is payable in cash subject to the future financial performance of the acquisitions. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payments | 10. Share-based Compensation 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 1) 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. No additional awards are expected to be granted in the future under the 2018 Plan. Share based compensation expense recognized during the three months ended March 31, 2023 and 2022 under both plans was $ 7,216 and $ 13,970 . As of March 31, 2023, unrecognized stock-based compensation expense was $ 56,516 . 2021 Omnibus Incentive Plan (“2021 Plan”) There are 10,580,754 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 to 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 three months ended March 31, 2023 as 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. Certain PRSUs were granted in the prior year which were liability-classified share-based payment awards under ASC 718 as the value of the award was fixed and would be settled in a variable number of shares. These awards were settled during the three months ending March 31, 2023 which resulted in conversion of the full liability to additional paid in capital in the unaudited condensed consolidated statement of shareholder's equity. This conversion of $ 6,276 represents a noncash investing and financing activity within the unaudited condensed consolidated statement of cash flow. The following table summarizes restricted stock unit activity during the three months ended March 31, 2023. Restricted Stock Units Weighted average grant date fair value Nonvested as of December 31, 2022 2,859,385 $ 45.95 Granted (1) 105,632 $ 18.33 Vested (2) ( 713,203 ) $ 24.06 Forfeited ( 210,738 ) $ 58.34 Performance adjustments (3) 60,977 $ - Nonvested as of March 31, 2023 2,102,053 $ 45.47 (1) Represents RSUs and PRSUs based on performance target achievement of 100 % . (2) Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested was 17,710 . (3) Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. Stock options There were no stock options granted during the three months ended March 31, 2023 and 2022. There are 166,666 stock options outstanding as of March 31, 2023. The exercise price of each option is based on either one or two times the fair market value of the Company’s stock at the date of grant. The options have a contractual ten-year life and vest annually in equal increments over three years. Share based compensation liability (2018 Plan) Certain employee equity-based awards were modified in conjunction with the Transaction. Their settlement terms changed such that instead of Topco's 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. At March 31, 2023 and December 31, 2022, the share-based compensation liability was $ 6,190 and $ 9,237 which is classified as a current or non-current liability within the unaudited condensed consolidated statements of financial position based on the expected timing of the redemption of shares. During the three months ended March 31, 2023, the liability decreased by $ 3,707 related to the redemption of shares and increased by $ 660 related to fair value loss. The redemption is recorded as a contribution from Topco in the unaudited condensed consolidated statement of shareholder's equity. This redemption represents a noncash investing and financing activity within the unaudited condensed consolidated statement of cash flow. Preference Shares We have authorized 233,333,333 shares in the Co mpany 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements The Company uses the hierarchy prescribed in ASC 820, Fair Value Measurements, 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. The fair value hierarchy of financial instruments measured at fair value as of March 31, 2023 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset - 13,888 - $ — 13,888 $ — Financial liabilities measured at fair value: Contingent consideration payable - - 21,151 Warrant liabilities (1) 5,007 - - Liability for share-based compensation (2) - - 6,190 $ 5,007 $ - $ 27,341 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset - 17,321 - $ — 17,321 $ — Financial liabilities measured at fair value: Contingent consideration payable - - 27,146 Warrant liabilities (1) 3,094 - - Liability for share-based compensation (2) - - 16,342 $ 3,094 $ - $ 43,488 (1) The Wa rrants represent the right to purchase one share of the Company’s common shares at a price of $ 138.00 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. As of March 31, 2023 and December 31, 2022, 53,900,725 warrants were outstanding, all of which were considered public warrants. (2) For the year ended December 31, 2022, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction and certain performance awards to be issued in a variable number of shares.. As of March 31, 2023, the remaining liability only relates to share-based compensation awards modified in connection with the Transaction as the performance awards were settled (Note 10). There were no transfers between levels during the three months ended March 31, 2023 and 2022. A reconciliation of the movements in level 3 financial instruments in the period are described in Note 9 and 11. 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 Discount rate of 7.1 % 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, prepaid expenses and other assets, accounts payable and accrued expenses, and liabilities to customers and merchants approximate fair value given the short-term nature of these items. At March 31, 2023 , 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. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Contingencies and Guarantees | 12. 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, we have recognized a provision of $ 2,300 as of March 31, 2023 and $ 10,300 as of December 31, 2022, related to certain litigation proceedings. The decrease in the provision is related to a settlement during the three months ended March 31, 2023. This amount is presented within “Accounts payable and other liabilities” in the Company’s unaudited condensed consolidated statements of financial position. On December 10, 2021, a class action complaint, Lisa Wiley v Paysafe Limited was filed, naming among others the Company, our former Chief Executive Officer, and our former Chief Financial Officer, as defendants. The complaint asserts claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and alleges that the Company and individual defendants made false and misleading statements to the market. In addition, the complaint asserts claims against the individual defendants, under Sections 20(a) of the Exchange Act, alleging that the individual defendants misled the public. On January 21, 2022, a related complaint was brought in the Southern District of New York, which named additional defendants. In May 2022, the securities cases were consolidated into a single matter now captioned In Re: Paysafe Ltd. Securities Litigation . The complaints seek unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between December 7, 2020, and November 10, 2021. The Company intends to vigorously defend against the foregoing complaints. At this time, the Company is unable to estimate the potential loss or range of loss, if any, associated with these lawsuits, which could be material. In November 2020, we discovered that we were the target of a potential cyber security incident that involved an outside actor attempting to exploit a potential vulnerability residing in a web application used by part of our U.S. business. As a result of our investigation, we identified evidence of suspicious activity in the web application that potentially impacted approximately 91,000 merchants and agents. As of December 31, 2022, we believe we have identified and addressed any potentially impacted merchant or agent. A lawsuit was filed relating to this incident, and a preliminary settlement was reached with plaintiffs. The Company vigorously defends its position on all open cases. 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 in our Merchant Solutions 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 current expected credit losses on financial guarantees as of March 31, 2023 and December 31, 2022 (See Note 6). Contingencies Following an internal review of the disclosures in our terms and conditions of foreign exchange rates in our Digital Wallets business for the period January 2018 to August 2022, and pursuant to discussions with our regulator that were initiated by us and concluded in September 2022, we agreed to provide payments to certain customers. There was no additional provision recorded for three months ended March 31, 2023 and the remaining accrual at March 31, 2023 and December 31, 2022 was $ 7,451 and $ 18,502 , respectively. The Company does not expect any additional liability or impact to our ongoing operating results in relation to this matter. |
Other Income _ (Expense), Net
Other Income / (Expense), Net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income / (Expense), Net | 13. Other income, net A summary of Other income, net is as follows: For the three months ended March 31, 2023 2022 Foreign exchange (loss) / gain $ ( 642 ) $ 1,667 Fair value loss on contingent consideration ( 253 ) ( 6,821 ) Fair value loss on derivative instruments (1) ( 3,432 ) — Fair value (loss) / gain on warrant liability (2) ( 1,913 ) 7,282 Gain on debt repurchases (3) 4,340 — Other, net (4) 4,447 1,350 Other income, net $ 2,547 $ 3,478 (1) In the prior year, the Company entered into a new derivative financial instrument arrangement to mitigate interest risk on its variable-rate debt. (2) This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 11). (3) Relates to gain on repurchases of the Company's debt (See Note 7). (4) Mainly relates to proceeds on derivatives and release of certain provisions, offset by certain banking fees. |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments | 14. 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. In the prior year, 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”), and Chief Operating Officer (“COO”). Our new operating segments, which align with our reportable segments, are: Merchant Solutions, which focuses on card not present and card present solutions for small to medium size business merchants; Digital Wallets, 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 allocates 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 information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2023: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Revenue from external customers $ 206,362 $ 173,945 $ — $ — $ 380,307 Interest Revenue 39 7,503 — — 7,542 Intersegment Revenue (2) 2,120 — — ( 2,120 ) — Total Revenue $ 208,521 $ 181,448 $ — $ ( 2,120 ) $ 387,849 Adjusted EBITDA $ 52,336 $ 79,209 $ ( 23,730 ) $ — $ 107,815 The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2022: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Revenue from external customers $ 189,835 $ 177,691 $ — $ — $ 367,526 Interest Revenue 6 136 — — 142 Intersegment Revenue (2) 2,504 — — ( 2,504 ) — Total Revenue $ 192,345 $ 177,827 $ — $ ( 2,504 ) $ 367,668 Adjusted EBITDA $ 48,538 $ 74,499 $ ( 19,070 ) $ — $ 103,967 (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. (2) Intersegment revenue and related eliminations are primarily for processing of credit card transactions between segments. A reconciliation of total segments Adjusted EBITDA to the Company’s income / (loss) before taxes is as follows: For the three months ended March 31, 2023 2022 Segments Adjusted EBITDA $ 131,545 $ 123,037 Corporate costs ( 23,730 ) ( 19,070 ) Depreciation and amortization ( 63,547 ) ( 63,423 ) Share-based compensation ( 7,216 ) ( 13,970 ) Restructuring and other costs ( 1,990 ) ( 12,591 ) Impairment expense on goodwill and intangible assets ( 82 ) ( 1,205,731 ) Other income, net 2,547 3,478 Interest expense, net ( 37,456 ) ( 25,956 ) Income / (loss) before taxes $ 71 $ ( 1,214,226 ) Geographic Information The information below summarizes long-lived assets, net by geographic area: March 31, 2023 December 31, 2022 United Kingdom $ 11,703 $ 11,768 Canada 5,292 5,800 United States of America 13,506 10,774 Bulgaria 5,865 8,109 Austria 2,476 7,354 All other countries (1) 3,355 3,651 Total long-lived assets, net $ 42,197 $ 47,456 (1) No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 15. 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 unaudited condensed 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. During the prior year, the Company entered into a lease with the affiliate of one of our directors. The balance of the right of use asset and lease liability as of March 31, 2023 was $ 3,292 and $ 3,517 , respectively. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent to March 31, 2023, the Company amended its USD Term Loan Facility and USD Revolving Credit Facility (See Note 1). and amended the agreement associated with the contingent consideration related to a prior period acquisition (See Note 9). |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2023 and the comparative financial information for the three months ended March 31, 2022 and for the year ended December 31, 2022 include the accounts of the Company, and its subsidiaries, based upon information of Paysafe Limited. 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. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim period. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 on Form 20-F filed on March 15, 2023. |
Disaggregation of Revenue | Disaggregation of Revenue The Company provides payment solutions through two primary lines of business: Merchant Solutions and Digital Wallets. 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. Due to the concentration of economic factors, products and services in each of the business lines, the Company has presented disaggregated revenue at the segment level (See Note 14). We do no t have any material contract balances associated with our contracts with customers as of March 31, 2023 and December 31, 2022 . The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less. |
Significant accounting policies | Significant accounting policies Effective January 1, 2023, we began to self-insure for certain losses related to United States employee medical and prescription drug benefit claims, a portion of which is paid by employees. We hold specific and aggregate excess loss insurance benefit coverage to limit significant exposure to these claims. Self-insured liabilities and related expenses are based upon actual claims filed and an estimated liability of claims incurred but not reported (“IBNR”). The liabilities are actuarially determined based primarily on our historical claims activity, claims payment patterns, and medical cost trends. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of stop-loss coverage. The self-insurance liability represents the best estimate of future payments to be made on reported and unreported losses during the three months ended March 31, 2023. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liabilities may change. As of March 31, 2023, the self-insurance liability was not material and no receivables were recorded for payments in excess of our self-insured levels. There have been no material changes in our significant accounting policies during the three months ended March 31, 2023 except as noted above. A detailed discussion of our significant accounting policies is included within the audited consolidated financial statements for the year ended December 31, 2022 on Form 20-F filed on March 15, 2023. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements 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 could 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 Term Loan Facility (USD). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), which defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The USD Term Loan Facility and USD Revolving Credit Facility bear interest at LIBOR plus margin. Following the Financial Conduct Authority (“FCA”) decision to phase out the use of LIBOR by June 30, 2023, the Company entered into an amendment agreement on April 13, 2023 to replace LIBOR with the term SOFR reference rate administered by CME Group Benchmark Administration Limited (“SOFR”). This contract modification qualifies for the relief provided in ASU 2021-01. The Company has applied the optional expedient in the standard, accounting for the amendment as if the modification was not substantial and thus a continuation of the existing contract, with the change in rate accounted for prospectively. 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 and is applied prospectively to acquisitions occurring after the effective date. The Company adopted this new guidance effective January 1, 2023. This new guidance did not have an impact on our interim unaudited consolidated financial statements. Supplier Finance Programs In September 2022, the FASB issued ASU No. 2022-04 Liabilities - Supplier Finance Programs. This update enhances transparency about an entity’s use of supplier finance programs. The buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. The amendments in this update will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information which is effective for fiscal years beginning after December 31, 2023. Early adoption is permitted. The Company adopted this new guidance, with the exception of the roll-forward information, effective January 1, 2023. This new guidance did not have a material effect on our consolidated financial statements. As of March 31, 2023, the Company did not have any supplier finance arrangements. |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to the Company (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | For the three months ended March 31, 2023 and 2022, we excluded all potentially dilutive restricted stock units, stock options, warrants and LLC units in calculating diluted net loss per share attributable to the Company as the effect was antidilutive. In the fourth quarter of 2022, the Company was notified that 100% of the LLC Units were surrendered by the FTAC Founder and were subsequently canceled. For the three months ended March 31, 2023 2022 Numerator Net loss attributable to the Company - basic and diluted $ ( 3,808 ) $ ( 1,171,183 ) Denominator Weighted average shares – basic and diluted 60,952,372 60,337,352 Net loss per share attributable to the Company Basic and diluted $ ( 0.06 ) $ ( 19.41 ) |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill are as follows: Merchant Solutions Digital Wallets Total Balance as of December 31, 2022 $ 637,446 $ 1,361,686 $ 1,999,132 Foreign exchange — 9,994 9,994 Balance as of March 31, 2023 $ 637,446 $ 1,371,680 $ 2,009,126 Merchant Solutions Digital Wallets Total Balance as of December 31, 2021 $ 1,796,591 $ 1,853,446 $ 3,650,037 Additions during the period (1) — 284,239 284,239 Purchase price accounting adjustments (2) - ( 1,687 ) ( 1,687 ) Impairment ( 763,190 ) ( 442,541 ) ( 1,205,731 ) Foreign exchange - ( 14,049 ) ( 14,049 ) Balance as of March 31, 2022 $ 1,033,401 $ 1,679,408 $ 2,712,809 (1) Additions to goodwill within the Digital Wallet segment related to the acquisition of SafetyPay. (2) Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to March 31, 2022. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets consisted of the following: March 31, 2023 December 31, 2022 Brands $ 166,677 $ 165,283 Software development costs 813,999 787,492 Customer relationships 1,512,106 1,505,839 Computer software 41,637 38,857 Gross carrying value 2,534,419 2,497,471 Brands 87,986 83,317 Software development costs 499,490 472,791 Customer relationships 655,988 624,756 Computer software 27,520 25,149 Accumulated amortization 1,270,984 1,206,013 Intangible assets, net $ 1,263,435 $ 1,291,458 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Summary of Expected Credit Allowance Activity | The following table summarizes the expected credit allowance activity for settlement receivables, net; accounts receivable, net; and financial guarantee contracts and other, for the three months ended March 31, 2023: Accounts Settlement (2) Financial Total Balance at December 31, 2022 10,558 5,398 12,066 28,022 Credit loss expense 5,148 220 ( 1,899 ) 3,469 Write-Offs ( 6,225 ) ( 1,039 ) ( 50 ) ( 7,314 ) Other (1) 11 ( 30 ) ( 3 ) ( 22 ) Balance at March 31, 2023 9,492 4,549 10,114 24,155 (1) Other mainly relates to the impact of foreign exchange. (2) During the three months ended March 31, 2023, recoveries from freestanding credit enhancements related to Settlement receivables, net were $ 454 which are recorded in "Selling, general and administrative" in the unaudited condensed consolidated statement of comprehensive loss. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The key terms of these facilities were as follows: Facility Currency Interest Rate (1) Effective Interest Rate (2) Facility Principal Principal Term Loan Facility (USD) (3) USD USD LIBOR + 2.75% (0.5% floor) 6.9 % Jun-28 $ 957,387 $ 957,387 Term Loan Facility (EUR) (4) EUR EURIBOR + 3.00% (0% floor) 6.2 % Jun-28 680,671 737,894 Secured Loan Notes (EUR) EUR 3.00% 3.2 % Jun-29 421,362 456,785 Secured Loan Notes (USD) USD 4.00% 4.2 % Jun-29 360,418 360,418 Revolving Credit Facility (USD) USD BASE + 2.25% (0% floor 7.0 % Dec-27 15,000 15,000 Revolving Credit Facility (EUR) EUR BASE + 2.25% (0% floor) 5.2 % Dec-27 20,000 21,681 Line of Credit USD Term SOFR (5) + 2.70% 7.6 % Jun-25 75,000 75,000 Total Principal Outstanding $ 2,624,165 (1) For facilities which utilize the EURIBOR and LIBOR rates, a rate floor of 0 % and 0.5 % applies, respectively. (2) The effective interest rate is as of March 31, 2023. (3) Represents Term Loan Facility (USD) and USD Incremental Term Loan as defined under the current facilities. (4) Represent Term Loan Facility (EUR) and EUR Incremental Term Loan as defined under the current facilities. (5) The Term Secured Overnight Financing Rate ("Term SOFR") is the forward-looking term rate based on the SOFR. The Term SOFR is administered by the CME Group Benchmark Association Limited. |
Schedule of Long-Term Debt | March 31, 2023 December 31, 2022 Principal Outstanding $ 2,624,165 $ 2,658,023 Unamortized debt issuance cost ( 12,850 ) ( 14,564 ) Total 2,611,315 2,643,459 Short-term debt 10,190 10,190 Non-current debt $ 2,601,125 $ 2,633,269 |
Schedule of Maturities of Non Current Debt | Maturity requirements on debt as of March 31, 2023 by year are as follows: Remainder 2023 $ 7,642 2024 10,190 2025 85,190 2026 10,190 2027 46,871 2028 1,646,880 2029 and thereafter 817,202 Total $ 2,624,165 |
Contingent and Deferred Consi_2
Contingent and Deferred Consideration Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Contingent And Deferred Consideration Payable [Abstract] | |
Schedule of Contingent Consideration Payable | Contingent and deferred consideration payable is comprised of the following balances: Balance at December 31, 2022 $ 27,146 Payments made during the period ( 6,475 ) Additions in the period — Fair value loss and other 480 Balance at March 31, 2023 $ 21,151 Current $ 12,088 Non-current $ 9,063 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity during the three months ended March 31, 2023. Restricted Stock Units Weighted average grant date fair value Nonvested as of December 31, 2022 2,859,385 $ 45.95 Granted (1) 105,632 $ 18.33 Vested (2) ( 713,203 ) $ 24.06 Forfeited ( 210,738 ) $ 58.34 Performance adjustments (3) 60,977 $ - Nonvested as of March 31, 2023 2,102,053 $ 45.47 (1) Represents RSUs and PRSUs based on performance target achievement of 100 % . (2) Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested was 17,710 . (3) Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset - 13,888 - $ — 13,888 $ — Financial liabilities measured at fair value: Contingent consideration payable - - 21,151 Warrant liabilities (1) 5,007 - - Liability for share-based compensation (2) - - 6,190 $ 5,007 $ - $ 27,341 The fair value hierarchy of financial instruments measured at fair value as of December 31, 2022 is provided below. Level 1 Level 2 Level 3 Financial assets measured at fair value: Derivative financial asset - 17,321 - $ — 17,321 $ — Financial liabilities measured at fair value: Contingent consideration payable - - 27,146 Warrant liabilities (1) 3,094 - - Liability for share-based compensation (2) - - 16,342 $ 3,094 $ - $ 43,488 |
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 Discount rate of 7.1 % Liability for share-based compensation Market and income approach Discount rate of 16.5 % |
Other Income _ (Expense), Net (
Other Income / (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Summary of Other Income / (Expense), Net | A summary of Other income, net is as follows: For the three months ended March 31, 2023 2022 Foreign exchange (loss) / gain $ ( 642 ) $ 1,667 Fair value loss on contingent consideration ( 253 ) ( 6,821 ) Fair value loss on derivative instruments (1) ( 3,432 ) — Fair value (loss) / gain on warrant liability (2) ( 1,913 ) 7,282 Gain on debt repurchases (3) 4,340 — Other, net (4) 4,447 1,350 Other income, net $ 2,547 $ 3,478 (1) In the prior year, the Company entered into a new derivative financial instrument arrangement to mitigate interest risk on its variable-rate debt. (2) This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 11). (3) Relates to gain on repurchases of the Company's debt (See Note 7). (4) Mainly relates to proceeds on derivatives and release of certain provisions, offset by certain banking fees. |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2023: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Revenue from external customers $ 206,362 $ 173,945 $ — $ — $ 380,307 Interest Revenue 39 7,503 — — 7,542 Intersegment Revenue (2) 2,120 — — ( 2,120 ) — Total Revenue $ 208,521 $ 181,448 $ — $ ( 2,120 ) $ 387,849 Adjusted EBITDA $ 52,336 $ 79,209 $ ( 23,730 ) $ — $ 107,815 The information below summarizes revenue and Adjusted EBITDA by segment for the three months ended March 31, 2022: Merchant Solutions Digital Wallets Corporate (1) Intersegment Total Revenue from external customers $ 189,835 $ 177,691 $ — $ — $ 367,526 Interest Revenue 6 136 — — 142 Intersegment Revenue (2) 2,504 — — ( 2,504 ) — Total Revenue $ 192,345 $ 177,827 $ — $ ( 2,504 ) $ 367,668 Adjusted EBITDA $ 48,538 $ 74,499 $ ( 19,070 ) $ — $ 103,967 (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. (2) Intersegment revenue and related eliminations are primarily for processing of credit card transactions between segments. |
Reconciliation Of Adjusted EBITDA From Segments | A reconciliation of total segments Adjusted EBITDA to the Company’s income / (loss) before taxes is as follows: For the three months ended March 31, 2023 2022 Segments Adjusted EBITDA $ 131,545 $ 123,037 Corporate costs ( 23,730 ) ( 19,070 ) Depreciation and amortization ( 63,547 ) ( 63,423 ) Share-based compensation ( 7,216 ) ( 13,970 ) Restructuring and other costs ( 1,990 ) ( 12,591 ) Impairment expense on goodwill and intangible assets ( 82 ) ( 1,205,731 ) Other income, net 2,547 3,478 Interest expense, net ( 37,456 ) ( 25,956 ) Income / (loss) before taxes $ 71 $ ( 1,214,226 ) |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area | The information below summarizes long-lived assets, net by geographic area: March 31, 2023 December 31, 2022 United Kingdom $ 11,703 $ 11,768 Canada 5,292 5,800 United States of America 13,506 10,774 Bulgaria 5,865 8,109 Austria 2,476 7,354 All other countries (1) 3,355 3,651 Total long-lived assets, net $ 42,197 $ 47,456 (1) No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 17, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Entity Incorporation, Date of Incorporation | Nov. 23, 2020 | ||
Contract balance | $ 0 | $ 0 | |
Material changes | $ 0 | ||
Common stock per share | $ 0.012 | $ 0.012 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss attributable to the Company - basic | $ (3,808) | $ (1,171,183) |
Net loss attributable to the Company - diluted | $ (3,808) | $ (1,171,183) |
Denominator | ||
Weighted average shares – basic | 60,952,372 | 60,337,352 |
Weighted average shares – diluted | 60,952,372 | 60,337,352 |
Net loss per share attributable to the Company | ||
Basic | $ (0.06) | $ (19.41) |
Diluted | $ (0.06) | $ (19.41) |
Taxation - Additional Informati
Taxation - Additional Information (Details) | 3 Months Ended | ||
Apr. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax rate | 3.60% | ||
United Kingdom | |||
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent | 23.50% | 19% | |
Effective Income Tax Rate Weighted Average | 23.50% | ||
United Kingdom | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
United Kingdom corporate tax rate | 19% | ||
United Kingdom | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
United Kingdom corporate tax rate | 25% |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Goodwill [Line Items] | ||||
Beginning balance | $ 1,999,132 | $ 3,650,037 | $ 3,650,037 | |
Additions during the period | [1] | 284,239 | ||
Purchase price accounting adjustments | [2] | (1,687) | ||
Impairment | 1,882,187 | 1,205,731 | 1,882,187 | |
Foreign exchange | 9,994 | (14,049) | ||
Ending balance | 2,009,126 | 2,712,809 | 1,999,132 | |
Merchant Solutions [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 637,446 | 1,796,591 | 1,796,591 | |
Additions during the period | [1] | 0 | ||
Purchase price accounting adjustments | [2] | 0 | ||
Impairment | (763,190) | |||
Foreign exchange | 0 | 0 | ||
Ending balance | 637,446 | 1,033,401 | 637,446 | |
Digital Wallet Segments [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 1,361,686 | 1,853,446 | 1,853,446 | |
Additions during the period | [1] | 284,239 | ||
Purchase price accounting adjustments | [2] | (1,687) | ||
Impairment | (442,541) | |||
Foreign exchange | 9,994 | (14,049) | ||
Ending balance | $ 1,371,680 | $ 1,679,408 | $ 1,361,686 | |
[1] Additions to goodwill within the Digital Wallet segment related to the acquisition of SafetyPay. Purchase price adjustments relate to changes in estimates of certain assets or liabilities acquired in business combinations that were completed within one year prior to March 31, 2022. |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 1,882,187 | $ 1,205,731 | $ 1,882,187 |
Merchant Solutions [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impaired, Accumulated Impairment Loss | 763,190 | ||
Goodwill impairment | (763,190) | ||
Digital Wallet Segments [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ 442,541 | ||
Goodwill impairment | $ (442,541) |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,534,419 | $ 2,497,471 |
Accumulated amortization of intangible assets | 1,270,984 | 1,206,013 |
Finite-Lived Intangible Assets, Net, Total | 1,263,435 | 1,291,458 |
Brands [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 166,677 | 165,283 |
Accumulated amortization of intangible assets | 87,986 | 83,317 |
Software development costs [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 813,999 | 787,492 |
Accumulated amortization of intangible assets | 499,490 | 472,791 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,512,106 | 1,505,839 |
Accumulated amortization of intangible assets | 655,988 | 624,756 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 41,637 | 38,857 |
Accumulated amortization of intangible assets | $ 27,520 | $ 25,149 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense on intangible assets | $ 62,132 | $ 61,595 |
Purchase of merchant portfolios | $ 4,399 | $ 10,364 |
Allowance for Credit Losses - A
Allowance for Credit Losses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Allowance for credit losses increase (decrease) | $ 3,469 | $ 5,888 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Expected Credit Allowance Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | $ 28,022 | |
Credit loss expense | 3,469 | |
Write-Offs | (7,314) | |
Other | (22) | [1] |
Ending balance | 24,155 | |
Accounts Receivable, Net | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 10,558 | |
Credit loss expense | 5,148 | |
Write-Offs | (6,225) | |
Other | 11 | [1] |
Ending balance | 9,492 | |
Settlement Receivables, Net | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 5,398 | [2] |
Credit loss expense | 220 | [2] |
Write-Offs | (1,039) | [2] |
Other | (30) | [1],[2] |
Ending balance | 4,549 | [2] |
Financial Guarantee Contracts and Other | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Beginning balance | 12,066 | |
Credit loss expense | (1,899) | |
Write-Offs | (50) | |
Other | (3) | [1] |
Ending balance | $ 10,114 | |
[1] Other mainly relates to the impact of foreign exchange. During the three months ended March 31, 2023, recoveries from freestanding credit enhancements related to Settlement receivables, net were $ 454 which are recorded in "Selling, general and administrative" in the unaudited condensed consolidated statement of comprehensive loss. |
Allowance for Credit Losses -_2
Allowance for Credit Losses - Summary of Expected Credit Allowance Activity (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Credit Loss [Abstract] | |
RecoveriesFromFreestandingCreditEnhacement | $ 454 |
Debt - Additional Information (
Debt - Additional Information (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | |
Debt Instrument [Line Items] | ||||
Term loan | $ 628,000 | € 435,000 | ||
Line of credit | 75,000 | $ 75,000 | ||
Debt issuance costs | 12,850 | 14,564 | ||
Interest expense | 37,456 | $ 25,956 | ||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit | 75,000 | |||
Letter of Credit | $ 122,005 | 121,960 | ||
Credit facility utilization rate for debt covenants, percentage | 40% | |||
Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Repurchase Amount | $ 10,000 | |||
Other Comprehensive Income, Other, Net of Tax | 4,340 | |||
Debt instrument issued | 400,000 | 435,000 | ||
First Lien Term Loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate debt amount, borrowed | 1,018,000 | 710,000 | ||
Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Principal payment | 2,547 | |||
Debt Instrument, Repurchase Amount | 51,726 | |||
Line of Credit Facility, Amount Outstanding | 36,681 | $ 21,408 | ||
Senior Secure Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility available balance | 305,000 | |||
USD Incremental Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan | 390,000 | |||
Debt issuance costs | $ 6,261 | |||
EUR Incremental Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan | € | € 275,000 | |||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility utilization rate for debt covenants, percentage | 40% | |||
First lien debt ratio, description | First Lien Debt Ratio is not permitted to exceed 7.5 to 1.0. |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) € in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 2,624,165 | $ 2,658,023 | |
Term loan facility USD [Member] | Facility maturity date June 28 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 957,387 | ||
Term loan facility USD [Member] | USD | Facility maturity date June 28 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | USD LIBOR + 2.75% (0.5% floor) | ||
Debt Instrument Interest Rate | 6.90% | ||
Facility maturity date | --06-28 | ||
Term Loan Facility EUR [Member] | Facility maturity date June 28 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 737,894 | € 680,671 | |
Term Loan Facility EUR [Member] | EUR | Facility maturity date June 28 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | EURIBOR + 3.00% (0% floor) | ||
Debt Instrument Interest Rate | 6.20% | ||
Facility maturity date | --06-28 | ||
Secured Loan Notes E U R | Facility maturity date June 29 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 456,785 | 421,362 | |
Secured Loan Notes E U R | EUR | Facility maturity date June 29 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | 3.00% | ||
Debt Instrument Interest Rate | 3.20% | ||
Facility maturity date | --06-29 | ||
Secured Loan Notes U S D | Facility maturity date June 29 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 360,418 | ||
Secured Loan Notes U S D | USD | Facility maturity date June 29 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | 4.00% | ||
Debt Instrument Interest Rate | 4.20% | ||
Facility maturity date | --06-29 | ||
Revolving Credit Facility (USD) [Member] | Facility maturity date December 27 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 15,000 | ||
Revolving Credit Facility (USD) [Member] | USD | Facility maturity date December 27 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | BASE + 2.25% (0% floor | ||
Debt Instrument Interest Rate | 7% | ||
Facility maturity date | --12-27 | ||
Revolving Credit Facility (EUR) [Member] | Facility maturity date December 27 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 21,681 | 20,000 | |
Revolving Credit Facility (EUR) [Member] | EUR | Facility maturity date December 27 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | BASE + 2.25% (0% floor) | ||
Debt Instrument Interest Rate | 5.20% | ||
Facility maturity date | --12-27 | ||
Line of Credit [Member] | Facility maturity date June 25 | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 75,000 | € 75,000 | |
Line of Credit [Member] | USD | Facility maturity date June 25 | |||
Debt Instrument [Line Items] | |||
Interest rate (1) | Term SOFR (5) + 2.70% | ||
Debt Instrument Interest Rate | 7.60% | ||
Facility maturity date | --06-25 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | Mar. 31, 2023 |
Euribor Future | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0.50% |
London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Facilities interest rate | 0% |
Debt - Schedule of Long-Term _3
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Principal Outstanding | $ 2,624,165 | $ 2,658,023 |
Unamortized debt issuance cost | (12,850) | (14,564) |
Total | 2,611,315 | 2,643,459 |
Short-term debt | 10,190 | 10,190 |
Non-current debt | $ 2,601,125 | $ 2,633,269 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long-Term Debt, Rolling Maturity [Abstract] | ||
Remainder 2023 | $ 7,642 | |
2024 | 10,190 | |
2025 | 85,190 | |
2026 | 10,190 | |
2027 | 46,871 | |
2028 | 1,646,880 | |
2029 and thereafter | 817,202 | |
Total | $ 2,624,165 | $ 2,658,023 |
Derivative instruments - Additi
Derivative instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Derivative Instruments Not Designated as Hedging Instruments [Abstract] | |||
Fair value gain (loss) on derivative instruments | $ 3,432 | $ 0 | |
Derivative Notional Amount | 352,049 | $ 367,490 | |
Derivative Asset | $ 13,888 | $ 17,321 |
Contingent and Deferred Consi_3
Contingent and Deferred Consideration Payable - Schedule of Contingent Consideration Payable (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contingent And Deferred Consideration Payable [Abstract] | |
Beginning balance | $ 27,146 |
Payments made during the period | (6,475) |
Additions in The period | 0 |
Fair value loss and other | 480 |
Ending balance | 21,151 |
Current | 12,088 |
Non-current | $ 9,063 |
Contingent and Deferred Consi_4
Contingent and Deferred Consideration Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Contingent And Deferred Consideration Payable [Line Items] | ||
Contingent consideration paid | $ 6,475 | |
Loss on Contingent Consideration Payable | 253 | |
Contingent and deferred consideration | 21,151 | |
Contingent and deferred consideration payable – non-current | $ 9,063 | $ 8,975 |
Share-based Compensation - Addi
Share-based Compensation - Additional information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) Plan shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 31, 2022 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of share-based employee compensation plans | Plan | 2 | |||
Liability for share-based compensation - current | $ 6,190 | $ 9,237 | ||
Share-based compensation | 7,216 | $ 13,970 | ||
Share-based compensation, unrecognized | $ 56,516 | |||
Preferred stock, shares authorized | shares | 233,333,333 | |||
Stock options | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Contractual Life | 10 years | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | shares | 0 | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 166,666 | |||
Redemption of Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Increase (Decrease) in Deferred Liabilities | $ 3,707 | |||
Fair Value Loss [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Increase (Decrease) in Deferred Liabilities | 660 | |||
2021 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares authorized | shares | 10,580,754 | |||
Conversion of liability award to equity | 6,276 | |||
Twenty Eighteen And Twenty Twenty One Plan Member | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation | $ 7,216 | $ 13,970 | ||
Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Award Vesting Period | 1 year | |||
Minimum | 2021 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Internal performance targets | 0% | |||
Maximum | 2021 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Internal performance targets | 200% | |||
Award Vesting Period | 3 years |
Share-based Compensation - Summ
Share-based Compensation - Summary of Restricted Stock Unit Activity (Details) - 2021 Plan - Restricted Stock Units (RSUs) | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, Nonvested Beginning Balance | shares | 2,859,385 | |
Ordinary shares, Granted | shares | 105,632 | [1] |
Ordinary shares, Vested | shares | (713,203) | [2] |
Ordinary shares, Forfeited | shares | (210,738) | |
Restricted Stock Units, Performance adjustments | shares | 60,977 | [3] |
Ordinary shares, Nonvested Ending Balance | shares | 2,102,053 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $ / shares | $ 45.95 | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 18.33 | [1] |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 24.06 | [2] |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 58.34 | |
Weighted Average Grant Date Fair Value, Performance adjustment | $ / shares | 0 | [3] |
Weighted Average Grant Date Fair Value, Outstanding Ending balance | $ / shares | $ 45.47 | |
[1] Represents RSUs and PRSUs based on performance target achievement of 100 % Represents the number of shares vested and distributed during the period. The total grant date fair value of units vested was 17,710 . Represents the adjustment to the number of PRSUs distributed based on actual performance compared to target. |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Restricted Stock Unit Activity ( Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Performance target achievement percentage | 100% |
Weighted average grant-date fair value of options vested | $ 17,710 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 5,007 | 3,094 | |
Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 13,888 | 17,321 | |
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 | |
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Financial Liabilities Fair Value Disclosure, Total | 27,341 | 43,488 | |
Warrant [Member] | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | [1] | 5,007 | 3,094 |
Warrant [Member] | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Financial Liabilities Fair Value Disclosure, Total | [1] | 0 | 0 |
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 | 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 | [2] | 0 | 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 | [2] | 0 | 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 | [2] | 6,190 | 16,342 |
Derivative Financial Instruments, Assets [Member] | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
Derivative Financial Instruments, Assets [Member] | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 13,888 | 17,321 | |
Derivative Financial Instruments, Assets [Member] | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | 0 | |
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 | ||
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 | 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 | $ 21,151 | $ 27,146 | |
[1] The Wa rrants represent the right to purchase one share of the Company’s common shares at a price of $ 138.00 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. As of March 31, 2023 and December 31, 2022, 53,900,725 warrants were outstanding, all of which were considered public warrants. For the year ended December 31, 2022, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction and certain performance awards to be issued in a variable number of shares.. As of March 31, 2023, the remaining liability only relates to share-based compensation awards modified in connection with the Transaction as the performance awards were settled (Note 10). |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Instruments (Parenthetical) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Exercise Price of Warrants | $ 138 | |
Class of Warrant or Right, Outstanding | 53,900,725 | 53,900,725 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 - Market and income approach - Measurement Input, Discount Rate | Mar. 31, 2023 |
Liability for Share-Based Compensation | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 16.5 |
Contingent Consideration Payable [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Measurement input | 7.1 |
Commitment, Contingencies and G
Commitment, Contingencies and Guarantees - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Provision for litigation proceedings | $ 2,300 | $ 10,300 |
additional provision | $ 7,451 | $ 18,502 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of Summary of Other income / (expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Other Income and Expenses [Abstract] | |||
Foreign exchange (loss) / gain | $ (642) | $ 1,667 | |
Fair value loss on contingent consideration | (253) | (6,821) | |
Fair value loss on derivative instruments | [1] | (3,432) | 0 |
Fair value (loss) / gain on warrant liability | [2] | (1,913) | 7,282 |
Gain on debt repurchases | [3] | 4,340 | 0 |
Other, net | [4] | 4,447 | 1,350 |
Other income, net | $ 2,547 | $ 3,478 | |
[1] In the prior year, the Company entered into a new derivative financial instrument arrangement to mitigate interest risk on its variable-rate debt. This fair value gain relates to the remeasurement of the warrant liabilities from the closing date of the prior year Transaction to the balance sheet date (See Note 11). Relates to gain on repurchases of the Company's debt (See Note 7). Mainly relates to proceeds on derivatives and release of certain provisions, offset by certain banking fees. |
Operating Segments - Schedule o
Operating Segments - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | |||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 380,307 | $ 367,526 | ||
Interest revenue | 7,542 | 142 | ||
Intersegment Revenue | [1] | 0 | 0 | [2] |
Revenue | 387,849 | 367,668 | ||
Adjusted EBITDA | 107,815 | 103,967 | ||
Merchant Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 206,362 | 189,835 | ||
Interest revenue | 39 | 6 | ||
Intersegment Revenue | [1] | 2,120 | 2,504 | |
Revenue | 208,521 | 192,345 | ||
Adjusted EBITDA | 52,336 | 48,538 | ||
Digital Wallet | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 173,945 | 177,691 | ||
Interest revenue | 7,503 | 136 | ||
Intersegment Revenue | [1] | 0 | 0 | |
Revenue | 181,448 | 177,827 | ||
Adjusted EBITDA | 79,209 | 74,499 | ||
Corporate Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | [2] | 0 | 0 | |
Interest revenue | [2] | 0 | 0 | |
Intersegment Revenue | [1],[2] | 0 | ||
Revenue | [2] | 0 | 0 | |
Adjusted EBITDA | [2] | (23,730) | (19,070) | |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 0 | 0 | ||
Interest revenue | 0 | 0 | ||
Intersegment Revenue | [1] | (2,120) | (2,504) | |
Revenue | 2,120 | (2,504) | ||
Adjusted EBITDA | $ 0 | $ 0 | ||
[1] Intersegment revenue and related eliminations are primarily for processing of credit card transactions between segments. 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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Segments Adjusted EBITDA | $ 131,545 | $ 123,037 |
Corporate costs | (23,730) | (19,070) |
Depreciation and amortization | (63,547) | (63,423) |
Share-based compensation | (7,216) | (13,970) |
Restructuring and other costs | (1,990) | (12,591) |
Impairment expense on goodwill and intangible assets | (82) | (1,205,731) |
Other income, net | 2,547 | 3,478 |
Interest expense, net | (37,456) | (25,956) |
Income / (loss) before taxes | $ 71 | $ (1,214,226) |
Operating Segments - Schedule_2
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Area (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Long Lived Assets [Line Items] | |||
Total long lived assets | $ 42,197 | $ 47,456 | |
United Kingdom | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | 11,703 | 11,768 | |
United States of America | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | 13,506 | 10,774 | |
All Other Countries | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | [1] | 3,355 | 3,651 |
Canada | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | 5,292 | 5,800 | |
Bulgaria | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | 5,865 | 8,109 | |
Austria | |||
Long Lived Assets [Line Items] | |||
Total long lived assets | $ 2,476 | $ 7,354 | |
[1] No single country included in the “All other countries” category comprised more than 10 % of total long-lived assets. |
Operating Segments - Schedule_3
Operating Segments - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Total long lived assets | Geographic Risk | All Other Countries | |
Entity Wide Revenue Major Customer [Line Items] | |
Concentration risk | 10% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Directors Member $ in Thousands | Mar. 31, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Operating lease right-of-use assets, related party | $ 3,292 |
Operating lease liabilities, related party | $ 3,517 |