Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 06, 2020 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Repay Holdings Corporation | |
Entity Central Index Key | 0001720592 | |
Entity Tax Identification Number | 98-1496050 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity File Number | 001-38531 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Address, Address Line One | 3 West Paces Ferry Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 404 | |
Local Phone Number | 504-7472 | |
Entity Incorporation, State or Country Code | DE | |
Trading Symbol | RPAY | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, State or Province | GA | |
Entity Address, City or Town | Atlanta | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 40,401,264 | |
Class V Common Stock | ||
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Cash and cash equivalents | $ 32,712,610 | $ 24,617,996 | |
Accounts receivable | 15,202,198 | 14,068,477 | |
Related party receivable | 563,084 | ||
Prepaid expenses and other | 4,824,443 | 4,632,965 | |
Total current assets | 52,739,251 | 43,882,522 | |
Property, plant and equipment, net | 1,876,382 | 1,610,652 | |
Restricted cash | 11,678,713 | 13,283,121 | |
Customer relationships, net of amortization | 265,284,508 | 247,589,240 | |
Software, net of amortization | 61,664,897 | 61,219,143 | |
Other intangible assets, net of amortization | 24,533,971 | 24,241,505 | |
Goodwill | 411,702,399 | 389,660,519 | |
Deferred tax assets | 347,758 | ||
Other assets | 555,449 | ||
Total noncurrent assets | 777,088,628 | 738,159,629 | |
Total assets | 829,827,879 | 782,042,151 | |
Liabilities | |||
Accounts payable | 10,887,469 | 9,586,001 | |
Related party payable | 31,791,494 | 14,571,266 | |
Accrued expenses | 12,228,936 | 15,965,683 | |
Current maturities of long-term debt | [1] | 5,502,000 | 5,500,000 |
Current tax receivable agreement | 6,336,487 | 6,336,487 | |
Total current liabilities | 66,746,386 | 51,959,437 | |
Long-term debt, net of current maturities | 240,955,360 | 197,942,705 | |
Line of credit | 10,000,000 | ||
Tax receivable agreement | 61,381,702 | 60,839,739 | |
Deferred tax liability | 768,335 | ||
Other liabilities | 9,311,648 | 16,864 | |
Total noncurrent liabilities | 311,648,710 | 269,567,643 | |
Total liabilities | 378,395,096 | 321,527,080 | |
Commitment and contingencies (Note 12) | |||
Stockholders' equity | |||
Additional paid-in capital | 314,971,234 | 307,914,346 | |
Accumulated other comprehensive (loss) income | (5,329,705) | 313,397 | |
Accumulated deficit | (57,310,504) | (53,878,460) | |
Total stockholders' equity | 252,334,809 | 254,353,036 | |
Equity attributable to non-controlling interests | 199,097,974 | 206,162,035 | |
Total liabilities and stockholders' equity and members' equity | 829,827,879 | 782,042,151 | |
Class A Common Stock | |||
Stockholders' equity | |||
Common stock value | 3,784 | 3,753 | |
Total stockholders' equity | $ 3,784 | $ 3,753 | |
[1] | Pursuant to the terms of the New Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2020$ / sharesshares |
Class A Common Stock | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 2,000,000,000 |
Common shares, shares issued | 37,838,619 |
Common shares, shares outstanding | 37,838,619 |
Class V Common Stock | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 1,000 |
Common shares, shares issued | 100 |
Common shares, shares outstanding | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 39,462,537 | $ 23,023,405 |
Operating Expenses | ||
Costs of services | 10,771,297 | 5,119,184 |
Selling, general and administrative | 18,166,191 | 8,676,634 |
Depreciation and amortization | 13,904,384 | 2,914,328 |
Total operating expenses | 42,841,872 | 16,710,146 |
(Loss) Income from operations | (3,379,335) | 6,313,259 |
Other (expense) income | ||
Interest expense | (3,517,785) | (1,448,892) |
Change in fair value of tax receivable liability | (541,963) | |
Other income | 39,048 | 19 |
Total other (expense) income | (4,020,700) | (1,448,873) |
(Loss) income before income tax expense | (7,400,035) | 4,864,386 |
Income tax benefit | 1,115,592 | |
Net income (loss) | (6,284,443) | 4,864,386 |
Less: Net (loss) income attributable to non-controlling interests | (2,852,399) | |
Net (loss) income attributable to the Company | $ (3,432,044) | $ 4,864,386 |
Loss per Class A share: | ||
Basic and diluted | $ (0.09) | |
Weighted-average shares outstanding: | ||
Basic and diluted | 37,624,829 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ (6,284,443) | $ 4,864,386 |
Other comprehensive loss, before tax | ||
Change in fair value of designated cash flow hedges | (9,854,764) | |
Total other comprehensive loss, before tax | (9,854,764) | |
Income tax related to items of other comprehensive income: | ||
Tax benefit on change in fair value of designated cash flow hedges | 1,314,843 | |
Total income tax benefit on related to items of other comprehensive income | 1,314,843 | |
Total other loss income, net of tax | (8,539,921) | |
Total comprehensive loss | (14,824,364) | 4,864,386 |
Less: Comprehensive loss attributable to non-controlling interests | (7,064,061) | |
Comprehensive (loss) income attributable to the Company | $ (7,760,303) | $ 4,864,386 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Total | Class A Common Stock | Class V Common Stock | Additional Paid-In Capital | Accumulated Deficit | Non-controlling Interests | Accumulated Other Comprehensive (Loss) Income |
Balance at Dec. 31, 2018 | $ 109,078,357 | ||||||
Net Income (Loss) | 4,864,386 | ||||||
Stock based compensation | 127,195 | ||||||
Distribution to members | (151,764) | ||||||
Balance at Mar. 31, 2019 | 113,918,174 | ||||||
Balance at Dec. 31, 2019 | 254,353,036 | $ 3,753 | $ 307,914,346 | $ (53,878,460) | $ 206,162,035 | $ 313,397 | |
Balance, shares at Dec. 31, 2019 | 37,530,568 | 100 | |||||
Net Income (Loss) | (3,432,044) | (3,432,044) | (2,852,399) | ||||
Stock-based compensation | 3,522,731 | 3,522,731 | |||||
Warrant exercise | 3,534,188 | $ 31 | 3,534,157 | ||||
Warrant exercise, shares | 308,051 | ||||||
Accumulated other comprehensive (loss) income | (5,643,102) | (4,211,662) | (5,643,102) | ||||
Balance at Mar. 31, 2020 | $ 252,334,809 | $ 3,784 | $ 314,971,234 | $ (57,310,504) | $ 199,097,974 | $ (5,329,705) | |
Balance, shares at Mar. 31, 2020 | 37,838,619 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net (loss) income | $ (6,284,443) | $ 4,864,386 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 13,904,384 | 2,914,328 |
Stock based compensation | 3,522,731 | 127,195 |
Amortization of debt issuance costs | 332,990 | 101,851 |
Fair value change in tax receivable liability | 541,963 | |
Fair value change in other assets and liabilities | (4,531) | |
Deferred tax expense | (1,116,093) | |
Change in accounts receivable | 242,818 | (1,346,738) |
Change in related party receivable | 563,084 | |
Change in prepaid expenses and other | (10,964) | (52,123) |
Change in accounts payable | 1,149,433 | (553,268) |
Change in related party payable | (160,321) | |
Change in accrued expenses and other | (4,109,906) | (6,398,639) |
Net cash provided by (used in) operating activities | 8,571,145 | (343,008) |
Cash flows from investing activities | ||
Purchases of property and equipment | (366,694) | (102,488) |
Purchases of software | (2,409,074) | (1,938,738) |
Acquisition of Ventanex, net of cash and restricted cash acquired | (35,521,024) | |
Net cash used in investing activities | (38,296,792) | (2,041,226) |
Cash flows from financing activities | ||
Change in line of credit | (10,000,000) | |
Issuance of long-term debt | 46,000,000 | |
Payments on long-term debt | (1,562,500) | (1,225,000) |
Exercise of warrants | 3,534,188 | |
Distributions to Members | (151,764) | |
Payment of loan costs | (1,755,835) | |
Net cash provided by (used in) financing activities | 36,215,853 | (1,376,764) |
Increase (decrease) in cash, cash equivalents and restricted cash | 6,490,206 | (3,760,998) |
Cash, cash equivalents and restricted cash at beginning of period | 37,901,117 | 23,262,058 |
Cash, cash equivalents and restricted cash at end of period | 44,391,323 | 19,501,060 |
Cash paid during the year for: | ||
Interest | 3,184,795 | $ 5,665,434 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Valuation adjustment to contingent consideration for APS acquisition | 6,580,549 | |
Acquisition of Ventanex in exchange for contingent consideration | $ 10,800,000 |
Organizational Structure and Co
Organizational Structure and Corporate Information | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organizational Structure and Corporate Information | 1. Organizational Structure and Corporate Information Repay Holdings Corporation was incorporated as a Delaware corporation on July 11, 2019 in connection with the closing of a transaction (the “Business Combination”) pursuant to which Thunder Bridge Acquisition Ltd., a special purpose acquisition company organized under the laws of the Cayman Islands (“Thunder Bridge”), (a) domesticated into a Delaware corporation and changed its name to “Repay Holdings Corporation” and (b) consummated the merger of a wholly owned subsidiary of Thunder Bridge with and into Hawk Parent Holdings, LLC, a Delaware limited liability company (“Hawk Parent”). Throughout this section, unless otherwise noted or unless the context otherwise requires, the terms “we”, “us”, “Repay” and the “Company” and similar references refer (1) before the Business Combination, to Hawk Parent and its consolidated subsidiaries and (2) from and after the Business Combination, to Repay Holdings Corporation and its consolidated subsidiaries. Throughout this section, unless otherwise noted or unless the context otherwise requires, “Thunder Bridge” refers to Thunder Bridge Acquisition. Ltd. prior to the consummation of the Business Combination. The Company is headquartered in Atlanta, Georgia. The Company’s legacy business was founded as M & A Ventures, LLC, a Georgia limited liability company doing business as REPAY: Realtime Electronic Payments (“REPAY LLC”), in 2006 by current executives John Morris and Shaler Alias. Hawk Parent was formed in 2016 in connection with the acquisition of a majority interest in the successor entity of REPAY LLC and its subsidiaries by certain investment funds sponsored by, or affiliated with, Corsair Capital LLC (“Corsair”). On February 10, 2020, the Company acquired all of the equity interests of CDT Technologies, LTD. d/b/a Ventanex (“Ventanex”) for $36.0 million in cash. In addition to the $36.0 million cash consideration, the Ventanex selling equityholders may be entitled to a total of $14.0 million in two separate cash earnout payments, dependent on the achievement of certain growth targets. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the period ended December 31, 2019 and Hawk Parent audited consolidated financial statements and accompanying notes for the years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2019, as amended. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of financial position, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Service LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada ULC, TriSource Solutions, LLC, Mesa Acquirer, LLC, CDT Technologies LTD. and Viking GP Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Financial Statement Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported consolidated statements of operations during the reporting period. Actual results could differ materially from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Recently Adopted Accounting Pronouncements Fair Value Measurement In August 2018, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, ASU 2018-13 is effective for the Company’s annual period beginning after December 15, 2019. The amendments on changes in unrealized gains and losses should be applied prospectively for only the most recent period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented on their effective date. After adopting ASU 2018-13, there was no material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements not yet Adopted Leases In February 2016, the FASB issued ASU 2016 ‑02, Leases (Subtopic 842) . The purpose of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU require that lessees recognize the rights and obligations resulting from leases as assets and liabilities on their balance sheets, initially measured at the present value of the lease payments over the term of the lease, including payments to be made in optional periods to extend the lease and payments to purchase the underlying assets if the lessee is reasonably certain of exercising those options. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The effective date of this ASU for emerging growth companies is for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Management is currently assessing the impact this ASU will have on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes (Topic 740) Reclassification Certain amounts in the consolidated financial statements have been reclassified from their original presentation to conform to current year presentation. These reclassifications had no material impact on the consolidated financial statements as previously reported. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Most of our revenues are derived from volume-based payment processing fees (“discount fees”) and other related fixed per transaction fees. Discount fees represent a percentage of the dollar amount of each credit or debit transaction processed and include fees relating to processing and services that we provide. The Company’s performance obligations in its contracts with customers is the promise to stand-ready to provide payment processing services ("processing services") for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the customer’s use (e.g., number of transactions submitted and processed) of the related processing services. Accordingly, the total transaction price is variable. These services are stand-ready obligations, as the timing and quantity of transactions to be processed is not determinable. Under a stand-ready obligation, the Company’s performance obligation is satisfied over time throughout the contract term rather than at a point in time. Because the service of standing ready to perform processing services is substantially the same each day and has the same pattern of transfer to the customer, the Company has determined that its stand-ready performance obligation comprises a series of distinct days of service. Discount fees and other fixed per transaction fees are recognized each day using a time-elapsed output method based on the volume or transaction count at the time the merchants’ transactions are processed. Revenue recorded with by the Company in the capacity as a principal is reported at on a gross basis equal to the full amount of consideration to which the Company expects in exchange for the good or service transferred. Revenue recorded with the Company acting in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction. Interchange and network fees Within its contracts with customers, the Company incurs interchange and network pass-through charges from the third-party card issuers and payment networks, respectively, related to the provision of payment authorization and routing services. The Company has determined that it is acting as an agent with respect to these payment authorization and routing services and as such, the Company views the card-issuing bank and the payment network as the principal for these performance obligations. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and card networks, respectively, for the three months ended March 31, 2020 and 2019 respectively. Indirect relationships As a result of its past acquisitions, the Company has legacy relationships with Independent Sales Organizations (each an “ISO”), whereby the Company acts as the merchant acquirer for the ISO. The ISO maintains a direct relationship with the sponsor bank and the transaction processor, rather than the Company. Consequently, the Company recognizes revenue for these relationships net of the residual amount remitted to the ISO, based on the fact that the ISO is primarily responsible for providing the transaction processing services to the merchant. The Company is not focused on this sales model, and this relationship will represent an increasingly smaller portion of the business over time. Disaggregation of revenue The table below presents a disaggregation of revenue by direct and indirect relationships for the three months ended: March 31, 2020 March 31, 2019 (Successor) (Predecessor) Revenue Direct relationships $ 38,715,624 $ 22,309,716 Indirect relationships 746,913 713,689 Total Revenue $ 39,462,537 $ 23,023,405 Contract Costs The incremental costs of obtaining a contract are recognized as an asset if the cost is incremental to obtaining a contract, and whether the costs are recoverable from the client. If both criteria are not met, costs are expensed as incurred. If the amortization period of the capitalized commission cost asset is less than one year, the Company may elect a practical expedient per ASC 340-40-25-4 to expense commissions as incurred. The Company currently incurs costs to obtain a contract through payments made to external referral partners. Any capitalized commission cost assets have an amortization period of one year or less, therefore the Company utilizes the practical expedient to expense commissions as incurred. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 4. Earnings Per Share During the three months ended March 31, 2020, basic and diluted net loss per common share are the same since the inclusion of the assumed exchange of all limited liability company interests of Hawk Parent (the “Post-Merger Repay Units”), unvested restricted share awards and all warrants would have been anti-dilutive. The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding: For the Three Months Ended March 31, 2020 Loss before income tax expense $ (7,400,035 ) Less: Net loss attributable to non-controlling interests (2,852,399 ) Less: Income tax benefit 1,115,592 Net loss attributable to the Company $ (3,432,044 ) Weighted average shares of Class A common stock outstanding - basic and diluted 37,624,829 Loss per share of Class A common stock outstanding - basic and diluted $ (0.09 ) For the three months ended March 31, 2020, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Post-Merger Repay Units exchangeable for Class A common stock 29,505,623 Dilutive warrants exercisable for Class A common stock 1,925,108 Unvested restricted share awards of Class A common stock 2,905,053 Share equivalents excluded from earnings (loss) per share 34,335,784 Shares of the Company’s Class V common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V common stock under the two-class method has not been presented. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business Combinations APS Payments On October 14, 2019, the Company acquired substantially all of the assets of APS Payments for $30.0 million in cash. In addition to the $30.0 million cash consideration, the APS selling equityholders may be entitled to a total of $30.0 million in three separate cash earnout payments (“APS Earnout”), dependent on the achievement of certain growth targets. The following summarizes the preliminary purchase consideration paid to the selling members of APS Payments: Cash consideration $ 30,000,000 Contingent consideration (1) 18,580,549 Total purchase price $ 48,580,549 (1) The Company recorded a preliminary allocation of the purchase price to APS Payments’ tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 11, 2019 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ - Accounts receivable 1,963,177 Prepaid expenses and other current assets 67,158 Total current assets 2,030,335 Property, plant and equipment, net 159,553 Restricted cash 549,978 Identifiable intangible assets 21,500,000 Total identifiable assets acquired 24,239,866 Accounts payable (1,101,706 ) Accrued expenses (19,018 ) Net identifiable assets acquired 23,119,142 Goodwill 25,461,407 Total purchase price $ 48,580,549 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.5 5 Trade names 0.5 Indefinite Merchant relationships 20.5 9 $ 21.5 Goodwill of $25.5 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of APS Payments. Ventanex Upon closing the Ventanex acquisition, the Company acquired all of the ownership interests of CDT Technologies, LTD. Ventanex is an integrated payment solutions provider to consumer finance (including mortgage servicers) and business-to-business (“B2B”) healthcare verticals. The mortgage loan servicer and B2B healthcare verticals represent a material expansion of our existing focus. Under the terms of the securities purchase agreement between Repay Holdings, LLC and the direct and indirect owners of CDT Technologies, LTD. (“Ventanex Purchase Agreement”), the aggregate consideration paid at closing by the Company was approximately $36 million in cash. In addition to the closing consideration, the Ventanex Purchase Agreement contains a performance-based earnout, which was based on future results of the acquired business, (the “Ventanex Earnout Payment”) and could result in an additional payment to the former owners of Ventanex of up to $14 million. The Ventanex acquisition was financed with a combination of cash on hand and committed borrowing capacity under the Company’s existing credit facility. The Ventanex Purchase Agreement contains customary representations, warranties and covenants by REPAY and the former owners of Ventanex, as well as a customary post-closing adjustment provision relating to working capital and similar items. The following summarizes the preliminary purchase consideration paid to the selling members of Ventanex: Cash consideration $ 36,000,000 Contingent consideration (1) 10,800,000 Total purchase price $ 46,800,000 (1) The Company recorded a preliminary allocation of the purchase price to Ventanex’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 10, 2020 closing date. The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 50,663 Accounts receivable 1,376,539 Prepaid expenses and other current assets 180,514 Total current assets 1,607,716 Property, plant and equipment, net 137,833 Restricted cash 428,313 Identifiable intangible assets 29,690,000 Total identifiable assets acquired 31,863,862 Accounts payable (152,035 ) Accrued expenses (373,159 ) Net identifiable assets acquired 31,338,668 Goodwill 15,461,332 Total purchase price $ 46,800,000 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.5 Indefinite Developed technology 4.4 3 Merchant relationships 24.7 10 $ 29.7 Goodwill of $15.5 million, represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market position and the assembled workforce of Ventanex. The Company incurred transaction expenses of $1.0 million for the three months ended March 31, 2020, related to the Ventanex acquisition. Since the date of the acquisition, Ventanex has contributed $1.9 million to revenue and $0.1 million in net income to the Company’s unaudited consolidated statement of operations. Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the TriSource, APS and Ventanex acquisitions as if the transactions had occurred on January 1, 2019. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended March 31, 2020 Pro Forma Three Months Ended March 31, 2019 Revenue $ 41,756,312 $ 35,671,770 Net loss (4,585,192 ) (7,220,058 ) Net loss attributable to non-controlling interests (2,126,185 ) (2,620,317 ) Net loss attributable to the Company (2,459,007 ) (4,599,740 ) Loss per Class A share - basic and diluted $ (0.07 ) $ (0.14 ) |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 6. Fair Value The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities. March 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 32,712,610 $ — $ — 32,712,610 Total assets $ 32,712,610 $ — $ — $ 32,712,610 Liabilities: Contingent consideration $ — $ — $ 31,630,549 31,630,549 Borrowings — 246,457,360 — 246,457,360 Tax receivable agreement $ — $ — $ 67,718,189 67,718,189 Interest rate swap — 9,299,315 — 9,299,315 Total liabilities $ — $ 255,756,675 $ 99,348,738 $ 355,105,413 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 24,617,996 $ — $ — 24,617,996 Interest rate swap — 555,449 — 555,449 Total assets $ 24,617,996 $ 555,449 $ — $ 25,173,445 Liabilities: Contingent consideration $ — $ — $ 14,250,000 14,250,000 Borrowings — 213,908,388 — 213,908,388 Tax receivable agreement — — 67,176,226 67,176,226 Total liabilities $ — $ 213,908,388 $ 81,426,226 $ 295,334,614 Cash and cash equivalents Cash and cash equivalents are classified within Level 1 of the fair value hierarchy, under ASC 820, Fair Value Measurements Contingent Consideration Contingent consideration relates to potential payments that the Company may be required to make associated with acquisitions. To the extent that the valuation of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805, Business Combinations The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Three Months Ended March 31, 2020 2019 (Successor) (Predecessor) Balance at beginning of period $ 14,250,000 $ 1,816,988 Purchases 10,800,000 — Payments — (1,816,988 ) Accretion expense — — Valuation adjustment 6,580,549 — Balance at end of period $ 31,630,549 — Term loan The carrying value of our term loan is net of unamortized debt discount and debt issuance costs. The fair value of our term loan was determined using a discounted cash flow model based on observable market factors, such as changes in credit spreads for comparable benchmark companies and credit factors specific to us. The fair value of our term loan is classified within Level 2 of the fair value hierarchy, as the inputs to the discounted cash flow model are generally observable and do not contain a high level of subjectivity. Tax Receivable Agreement Upon the completion of the Business Combination, we entered into that certain Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) with holders of Post-Merger Repay Units. As a result of the TRA, we established a liability in our consolidated financial statements. The TRA is recorded at fair value based on estimates of discounted future cash flows associated with the estimated payments to the Post-Merger Repay Unit holders. These inputs are not observable in the market; thus, the TRA is classified within Level 3 of the fair value hierarchy, under ASC 820. The change in fair value is re-measured at each reporting period with the change in fair value being recognized in accordance with ASC 805. The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 15 for further discussion on the TRA. Three Months Ended March 31, 2020 2019 (Successor) (Predecessor) Balance at beginning of period $ 67,176,226 $ — Purchases — — Payments — — Accretion expense 541,963 — Valuation adjustment — — Balance at end of period $ 67,718,189 — Interest rate swap In October 2019, the Company entered into a $140.0 million notional, fifty-seven month interest rate swap agreement, and in February 2020, the Company entered into a $30.0 million notional, sixty month interest rate swap agreement. These interest rate swap agreements are to hedge changes in its cash flows attributable to interest rate risk on a combined $170.0 million of our variable-rate term loan to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense. These swaps involve the receipt of variable-rate amounts in exchange for fixed interest rate payments over the lives of the agreements without an exchange of the underlying notional amounts and were designated for accounting purposes as cash flow hedge s . The interest rate swap s are carried at fair value on a recurring basis in the Consolidated Balance Sheets and are classified within Level 2 of the fair value hierarchy, as the inputs to the derivative pricing model are generally observable and do not contain a high level of subjectivity. The fair value was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2020 2019 Furniture, fixtures, and office equipment $ 1,026,991 $ 944,105 Computers 1,183,916 859,426 Leasehold improvements 320,296 223,145 Total 2,531,203 2,026,676 Less: Accumulated depreciation and amortization 654,821 416,024 $ 1,876,382 $ 1,610,652 Depreciation expense for property and equipment was $0.2 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The Company holds definite and indefinite-lived intangible assets. The indefinite-lived intangible assets consist of trade names, of $21.7 million, as of March 31, 2020. This balance consists of four trade names, arising from the acquisitions of Hawk Parent, TriSource, APS and Ventanex in the Successor period from July 11, 2019 to March 31, 2020. Definite-lived intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Customer relationships $ 280,700,000 $ 18,198,557 $ 262,501,443 9.28 Channel relationships 3,000,000 216,935 2,783,065 9.28 Software costs 79,094,610 17,429,713 61,664,897 2.33 Non-compete agreements 3,990,000 1,156,029 2,833,971 2.09 Balance as of March 31, 2020 $ 366,784,610 $ 37,001,234 $ 329,783,376 7.71 Customer relationships $ 256,000,000 $ 11,393,825 $ 244,606,175 9.48 Channel relationships 3,000,000 141,935 2,858,065 9.53 Software costs 72,290,752 11,080,696 61,210,056 2.54 Non-compete agreements 3,900,000 733,495 3,166,505 2.28 Balance as of December 31, 2019 $ 335,190,752 $ 23,349,951 $ 311,840,801 7.90 The Company’s amortization expense for intangible assets was $13.7 million and $2.8 million for the three months ended March 31, 2020 and 2019, respectively. The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2020 $ 42,463,360 2021 49,776,203 2022 49,272,375 2023 28,795,778 2024 28,745,700 2025 24,833,333 Thereafter 105,896,627 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill The following table presents changes to goodwill for the three months ended March 31, 2020 and 2019. Total Balance at December 31, 2019 $ 389,660,519 Acquisitions 15,461,331 Dispositions — Impairment Loss — Measurement period adjustment 6,580,549 Balance at March 31, 2020 $ 411,702,399 Balance as of December 31, 2018 (Predecessor) $ 119,529,202 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment — Balance as of March 31, 2019 (Predecessor) $ 119,529,202 The Company has only one operating segment and, based on the criteria outlined in ASC 350, Intangibles – Goodwill and Other |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. Borrowings Prior Credit Agreement Hawk Parent (the “ Predecessor ”) entered into a Revolving Credit and Term Loan Agreement (the “Prior Credit Agreement”), with SunTrust Bank and the other lenders party thereto on September 28, 2017, as amended December 15, 2017, which included a revolving loan component, a term loan and a delayed draw term loan. The Prior Credit Agreement was collateralized by substantially all of the assets of the Predecessor, based on the Prior Credit Agreement’s collateral documents, and it included restrictive qualitative and quantitative covenants, as defined in the Prior Credit Agreement. The Prior Credit Agreement provided for a maximum $10.0 million revolving loan at a variable interest rate. This facility was terminated upon the closing of the Business Combination and execution of the New Credit Agreement (defined below). Interest expense on the line of credit totaled $49,388 for the three months ended March 31, 2019. New Credit Agreement, as Amended The Company entered into a Revolving Credit and Term Loan Agreement (as amended the “New Credit Agreement”) on July 11, 2019, with Truist Bank (formerly SunTrust Bank) and the other lenders party thereto, which provided a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan”), and a delayed draw term loan at a variable interest rate (4.95% at March 31, 2020) (the “Delayed Draw Term Loan”). The New Credit Agreement provided for an aggregate revolving commitment of $20.0 million at a variable interest rate. On February 10, 2010, as part of the financing for the acquisition of Ventanex, Repay entered into an agreement with Truist Bank and other members of its existing bank group to amend and upsize its previous credit agreement from $230.0 The New Credit Agreement is collateralized by substantially all of the Company’s assets, and includes restrictive qualitative and quantitative covenants, as defined in the New Credit Agreement. The Company was in compliance with its restrictive covenants under the New Credit Agreement at March 31, 2020. The New Credit Agreement provides for a Term Loan of $255.0 million, a Delayed Draw Term Loan of $60.0 million, and a Revolving Credit Facility of $30.0 million. As of March 31, 2020, the Company had not drawn the Delayed Draw Term Loan and had $0.0 million drawn against the Revolving Credit Facility. The Company paid $42,361 in fees related to unused commitments in the three month period ended March 31, 2020. The Company’s interest expense on the line of credit totaled $62,008 for the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, total borrowings under the New Credit Agreement consisted of the following, respectively: March 31, 2020 December 31, 2019 Non-current indebtedness: Term Loan $ 253,375,000 $ 208,937,500 Revolving Credit Facility — 10,000,000 Total borrowings under credit facility (1) 253,375,000 218,937,500 Less: Current maturities of long-term debt (2) 5,502,000 5,500,000 Less: Long-term loan debt issuance cost (3) 6,917,640 5,494,795 Total non-current borrowings $ 240,955,360 $ 207,942,705 (1) The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively (2) Pursuant to the terms of the New Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). (3) The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019. Following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: 2020 $ 4,126,500 2021 8,251,000 2022 14,875,000 2023 18,750,000 2024 17,625,000 2025 189,747,500 $ 253,375,000 The Successor incurred interest expense on the Term Loans of $3.2 million for the three months ended March 31, 2020. The Predecessor incurred interest expense of $1.3 million for the three months ended March 31, 2019. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 11. Derivative Instruments The Company does not hold or use derivative instruments for trading purposes. Derivative Instruments Designated as Hedges Interest rate fluctuations expose the Company’s variable-rate term loan to changes in interest expense and cash flows. As part of its risk management strategy, the Company may use interest rate derivatives, such as interest rate swaps, to manage its exposure to interest rate movements. In October 2019, the Company entered into a $140.0 million notional, five-year On February 21, 2020, the Company entered into a swap transaction with Regions Bank. On a quarterly basis, commencing on March 31, 2020 up to and including the termination date of February 10, 2025, the Company will make fixed payments on a beginning notional amount of $30.0 million. On a quarterly basis, commencing on February 21, 2020 up to and including the termination date of February 10, 2025, the counterparty will make floating rate payments based on the 3-month LIBOR on the beginning notional amount of $30.0 million. As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk. Notional Amount Fixed Interest Rate Termination Date Interest rate swap $ 140,000,000 1.598% July 11, 2024 Interest rate swap $ 30,000,000 1.331% February 10, 2025 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is committed under various operating leases for buildings with varying expiration dates. Future minimum lease payments under non-cancelable operating leases as of March 31, 2020, are as follows: Year Ended Amounts 2020 $ 944,234 2021 716,367 2022 301,455 2023 103,868 2024 - Thereafter - $ 2,065,924 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Predecessor paid management fees to Corsair, a related party having common ownership in the amount of $0.1 million for the three months ended March 31, 2019, which are included in selling, general, and administrative expenses in the consolidated statement of operations. The Successor incurred transaction costs on behalf of related parties for the three months ended March 31, 2020 of $0.5 million. The Predecessor incurred transaction costs on behalf of related parties for the three months ended March 31, 2019 of $0.1 million. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Compensation | 14. Share Based Compensation Omnibus Incentive Plan At the 2019 Annual Shareholders Meeting of Thunder Bridge, the shareholders considered and approved the 2019 Omnibus Incentive Plan (the “2019 Equity Incentive Plan”) which resulted in the reservation of 7,326,728 shares of common stock for issuance thereunder. The 2019 Equity Incentive Plan became effective immediately upon the closing of the Business Combination. Under this plan, the Company currently has two types of share-based compensation awards outstanding: restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). Activity for the three months ended March 31, 2020 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2019 1,818,675 $ 12.39 Granted 1,086,378 17.34 Forfeited — — Vested — — Unvested at March 31, 2020 2,905,053 $ 14.12 (1) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the 2019 Equity Incentive Plan. Unrecognized compensation expense related to unvested RSAs and RSUs was $32.8 million at March 31, 2020, which is expected to be recognized as expense over the weighted-average period of 2.64 years. The Company incurred $3.5 million of share-based compensation expense for the three months ended March 31, 2020. Original Equity Incentives A summary of the changes in non-vested profit interest units outstanding for the period for the three months ended March 31, 2019 is presented below: Units Weighted average fair value per unit Non-vested units at January 1, 2019 9,460 $ 182.83 Activity during the period: Granted - Vested (55 ) (160.00 ) Non-vested units at March 31, 2019 9,405 $ 182.96 The estimated fair value of the Predecessor’s profit interest units that vested during the three months ended March 31, 2019, was $8,896. During the same period the Predecessor incurred $0.1 million of share-based compensation expense, included in selling, general and administrative costs in the Unaudited Consolidated Statement of Operations. |
Taxation
Taxation | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Taxation | 15. Taxation Repay Holdings Corporation is taxed as a corporation and is subject to paying corporate federal, state and local taxes on the income allocated to it from Hawk Parent, based upon Repay Holding Corporation’s economic interest held in Hawk Parent, as well as any stand-alone income or loss it generates. Hawk Parent is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hawk Parent is not subject to U.S. federal and certain state and local income taxes. Hawk Parent’s members, including Repay Holdings Corporation, are liable for federal, state and local income taxes based on their allocable share of Hawk Parent’s pass-through taxable income. The Company’s effective tax rate for the three months ended March 31, 2020 was 15.1%. The Company recorded an income tax benefit of $1.1 million for this period. The Company’s effective tax rates for the three months ended March 31, 2020 was less than its combined federal and state statutory tax rate of 24%, primarily due to the Company not being liable for income taxes on the portion of Hawk Parent’s earnings that are attributable to non-controlling interests. The results from the three months ended March 31, 2019 do not reflect income tax expense because, prior to the Business Combination, the consolidated Hawk Parent pass-through entity was not subject to federal income tax. During the three months ended March 31, 2020, the Company recognized $1.1 million of deferred tax assets related to the income tax benefit derived from the net operating loss over the same period. The Company did not recognize any changes to the valuation allowance as of March 31, 2020, and the facts and circumstances remain unchanged. No uncertain tax positions existed as of March 31, 2020. Tax Receivable Agreement Liability Pursuant to our election under Section 754 of the Code, we expect to obtain an increase in our share of the tax basis in the net assets of Hawk Parent when Post-Merger Repay Units are redeemed or exchanged for Class A common stock of Repay Holdings Corporation. The Company intends to treat any redemptions and exchanges of Post-Merger Repay Units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On July 11, 2019, the Company entered into a TRA that provides for the payment by the Company of 100% of the amount of any tax benefits realized, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of Hawk Parent resulting from any redemptions or exchanges of Post-Merger Repay Units and from our acquisition of the equity of the selling Hawk Parent members, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The TRA Payments are not conditioned upon any continued ownership interest in Hawk Parent or REPAY. The rights of each party under the Tax Receivable Agreement other than the Company are assignable. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. As of March 31, 2020, the Company had a liability of $67.7 million related to its projected obligations under the TRA, which is captioned as tax receivable agreement liability in our Unaudited Consolidated Balance Sheet. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events Management has evaluated subsequent events and their potential effects on these unaudited consolidated financial statements through May 11, 2020, which is the date the unaudited consolidated financial statements were available to be issued. On April 6, 2020, the Company borrowed approximately $14.4 million utilizing the Delayed Draw Term Loan under the New Credit Agreement. Such proceeds were used to satisfy a portion of the APS Earnout. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements These unaudited consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the period ended December 31, 2019 and Hawk Parent audited consolidated financial statements and accompanying notes for the years ended December 31, 2018 and 2017, which are included in the Company’s Form 10-K for the year ended December 31, 2019, as amended. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of SEC Regulation S-X as they apply to interim financial information. Accordingly, the interim consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim consolidated financial statements are unaudited, but in the Company’s opinion include all adjustments that are necessary for a fair statement of financial position, operations and cash flows as of and for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Repay Holdings Corporation, the majority-owned Hawk Parent Holdings LLC and its wholly owned subsidiaries: Hawk Intermediate Holdings, LLC, Hawk Buyer Holdings, LLC, Repay Holdings, LLC, M&A Ventures, LLC, Repay Management Holdco Inc., Repay Management Service LLC, Sigma Acquisition, LLC, Wildcat Acquisition, LLC (“PaidSuite”), Marlin Acquirer, LLC (“Paymaxx”), REPAY International LLC, REPAY Canada ULC, TriSource Solutions, LLC, Mesa Acquirer, LLC, CDT Technologies LTD. and Viking GP Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with GAAP. The Company uses the accrual basis of accounting whereby revenues are recognized when earned, usually upon the date services are rendered, and expenses are recognized at the date services are rendered or goods are received. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported consolidated statements of operations during the reporting period. Actual results could differ materially from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Fair Value Measurement In August 2018, the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, ASU 2018-13 is effective for the Company’s annual period beginning after December 15, 2019. The amendments on changes in unrealized gains and losses should be applied prospectively for only the most recent period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented on their effective date. After adopting ASU 2018-13, there was no material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements not yet Adopted Leases In February 2016, the FASB issued ASU 2016 ‑02, Leases (Subtopic 842) . The purpose of this ASU is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this ASU require that lessees recognize the rights and obligations resulting from leases as assets and liabilities on their balance sheets, initially measured at the present value of the lease payments over the term of the lease, including payments to be made in optional periods to extend the lease and payments to purchase the underlying assets if the lessee is reasonably certain of exercising those options. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The effective date of this ASU for emerging growth companies is for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Management is currently assessing the impact this ASU will have on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes (Topic 740) |
Reclassification | Reclassification Certain amounts in the consolidated financial statements have been reclassified from their original presentation to conform to current year presentation. These reclassifications had no material impact on the consolidated financial statements as previously reported. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below presents a disaggregation of revenue by direct and indirect relationships for the three months ended: March 31, 2020 March 31, 2019 (Successor) (Predecessor) Revenue Direct relationships $ 38,715,624 $ 22,309,716 Indirect relationships 746,913 713,689 Total Revenue $ 39,462,537 $ 23,023,405 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding | The following table summarizes net loss attributable to the Company and the weighted average basic and basic and diluted shares outstanding: For the Three Months Ended March 31, 2020 Loss before income tax expense $ (7,400,035 ) Less: Net loss attributable to non-controlling interests (2,852,399 ) Less: Income tax benefit 1,115,592 Net loss attributable to the Company $ (3,432,044 ) Weighted average shares of Class A common stock outstanding - basic and diluted 37,624,829 Loss per share of Class A common stock outstanding - basic and diluted $ (0.09 ) |
Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share | For the three months ended March 31, 2020, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Post-Merger Repay Units exchangeable for Class A common stock 29,505,623 Dilutive warrants exercisable for Class A common stock 1,925,108 Unvested restricted share awards of Class A common stock 2,905,053 Share equivalents excluded from earnings (loss) per share 34,335,784 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Pro Forma Financial Information | Pro Forma Financial Information (Unaudited) The supplemental condensed consolidated results of the Company on an unaudited pro forma basis give effect to the TriSource, APS and Ventanex acquisitions as if the transactions had occurred on January 1, 2019. The unaudited pro forma information reflects adjustments for the issuance of the Company’s common stock, debt incurred in connection with the transactions, the impact of the fair value of intangible assets acquired and related amortization and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. Pro Forma Three Months Ended March 31, 2020 Pro Forma Three Months Ended March 31, 2019 Revenue $ 41,756,312 $ 35,671,770 Net loss (4,585,192 ) (7,220,058 ) Net loss attributable to non-controlling interests (2,126,185 ) (2,620,317 ) Net loss attributable to the Company (2,459,007 ) (4,599,740 ) Loss per Class A share - basic and diluted $ (0.07 ) $ (0.14 ) |
APS Payments | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the selling members of APS Payments: Cash consideration $ 30,000,000 Contingent consideration (1) 18,580,549 Total purchase price $ 48,580,549 (1) |
Summary of Preliminary Purchase Allocation | The preliminary purchase price allocation is as follows: Cash and cash equivalents $ - Accounts receivable 1,963,177 Prepaid expenses and other current assets 67,158 Total current assets 2,030,335 Property, plant and equipment, net 159,553 Restricted cash 549,978 Identifiable intangible assets 21,500,000 Total identifiable assets acquired 24,239,866 Accounts payable (1,101,706 ) Accrued expenses (19,018 ) Net identifiable assets acquired 23,119,142 Goodwill 25,461,407 Total purchase price $ 48,580,549 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.5 5 Trade names 0.5 Indefinite Merchant relationships 20.5 9 $ 21.5 |
Ventanex | |
Summary of Preliminary Purchase Consideration | The following summarizes the preliminary purchase consideration paid to the selling members of Ventanex: Cash consideration $ 36,000,000 Contingent consideration (1) 10,800,000 Total purchase price $ 46,800,000 (1) |
Summary of Preliminary Purchase Allocation | The preliminary purchase price allocation is as follows: Cash and cash equivalents $ 50,663 Accounts receivable 1,376,539 Prepaid expenses and other current assets 180,514 Total current assets 1,607,716 Property, plant and equipment, net 137,833 Restricted cash 428,313 Identifiable intangible assets 29,690,000 Total identifiable assets acquired 31,863,862 Accounts payable (152,035 ) Accrued expenses (373,159 ) Net identifiable assets acquired 31,338,668 Goodwill 15,461,332 Total purchase price $ 46,800,000 |
Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: Fair Value Useful life Identifiable intangible assets (in millions) (in years) Non-compete agreements $ 0.1 5 Trade names 0.5 Indefinite Developed technology 4.4 3 Merchant relationships 24.7 10 $ 29.7 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value | The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the dates presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented. Refer to Note 5, Note 10 and Note 11 for additional information on these liabilities. March 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 32,712,610 $ — $ — 32,712,610 Total assets $ 32,712,610 $ — $ — $ 32,712,610 Liabilities: Contingent consideration $ — $ — $ 31,630,549 31,630,549 Borrowings — 246,457,360 — 246,457,360 Tax receivable agreement $ — $ — $ 67,718,189 67,718,189 Interest rate swap — 9,299,315 — 9,299,315 Total liabilities $ — $ 255,756,675 $ 99,348,738 $ 355,105,413 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 24,617,996 $ — $ — 24,617,996 Interest rate swap — 555,449 — 555,449 Total assets $ 24,617,996 $ 555,449 $ — $ 25,173,445 Liabilities: Contingent consideration $ — $ — $ 14,250,000 14,250,000 Borrowings — 213,908,388 — 213,908,388 Tax receivable agreement — — 67,176,226 67,176,226 Total liabilities $ — $ 213,908,388 $ 81,426,226 $ 295,334,614 |
Contingent Consideration | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the contingent consideration related to previous business acquisitions. Refer to Note 5 for more details. Three Months Ended March 31, 2020 2019 (Successor) (Predecessor) Balance at beginning of period $ 14,250,000 $ 1,816,988 Purchases 10,800,000 — Payments — (1,816,988 ) Accretion expense — — Valuation adjustment 6,580,549 — Balance at end of period $ 31,630,549 — |
Tax Receivable Agreement | |
Schedule of Contingent Consideration Related to Previous Business Acquisitions | The following table provides a rollforward of the contingent consideration related to previous business acquisitions. See Note 15 for further discussion on the TRA. Three Months Ended March 31, 2020 2019 (Successor) (Predecessor) Balance at beginning of period $ 67,176,226 $ — Purchases — — Payments — — Accretion expense 541,963 — Valuation adjustment — — Balance at end of period $ 67,718,189 — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: March 31, December 31, 2020 2019 Furniture, fixtures, and office equipment $ 1,026,991 $ 944,105 Computers 1,183,916 859,426 Leasehold improvements 320,296 223,145 Total 2,531,203 2,026,676 Less: Accumulated depreciation and amortization 654,821 416,024 $ 1,876,382 $ 1,610,652 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule Of Definite-lived Intangible Assets | Definite-lived intangible assets consisted of the following: Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (Years) Customer relationships $ 280,700,000 $ 18,198,557 $ 262,501,443 9.28 Channel relationships 3,000,000 216,935 2,783,065 9.28 Software costs 79,094,610 17,429,713 61,664,897 2.33 Non-compete agreements 3,990,000 1,156,029 2,833,971 2.09 Balance as of March 31, 2020 $ 366,784,610 $ 37,001,234 $ 329,783,376 7.71 Customer relationships $ 256,000,000 $ 11,393,825 $ 244,606,175 9.48 Channel relationships 3,000,000 141,935 2,858,065 9.53 Software costs 72,290,752 11,080,696 61,210,056 2.54 Non-compete agreements 3,900,000 733,495 3,166,505 2.28 Balance as of December 31, 2019 $ 335,190,752 $ 23,349,951 $ 311,840,801 7.90 |
Schedule of Estimated Amortization Expense | The estimated amortization expense for the next five years and thereafter in the aggregate is as follows: Year Ending December 31, Estimated Future Amortization Expense 2020 $ 42,463,360 2021 49,776,203 2022 49,272,375 2023 28,795,778 2024 28,745,700 2025 24,833,333 Thereafter 105,896,627 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes to Goodwill | The following table presents changes to goodwill for the three months ended March 31, 2020 and 2019. Total Balance at December 31, 2019 $ 389,660,519 Acquisitions 15,461,331 Dispositions — Impairment Loss — Measurement period adjustment 6,580,549 Balance at March 31, 2020 $ 411,702,399 Balance as of December 31, 2018 (Predecessor) $ 119,529,202 Acquisitions — Dispositions — Impairment Loss — Measurement period adjustment — Balance as of March 31, 2019 (Predecessor) $ 119,529,202 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Borrowings under Credit Agreement | At March 31, 2020 and December 31, 2019, total borrowings under the New Credit Agreement consisted of the following, respectively: March 31, 2020 December 31, 2019 Non-current indebtedness: Term Loan $ 253,375,000 $ 208,937,500 Revolving Credit Facility — 10,000,000 Total borrowings under credit facility (1) 253,375,000 218,937,500 Less: Current maturities of long-term debt (2) 5,502,000 5,500,000 Less: Long-term loan debt issuance cost (3) 6,917,640 5,494,795 Total non-current borrowings $ 240,955,360 $ 207,942,705 (1) The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively (2) Pursuant to the terms of the New Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). (3) The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019. |
Summary of Principal Maturities of Long-term Debt | Following is a summary of principal maturities of long‑term debt for each of the next five years ending December 31 and in the aggregate: 2020 $ 4,126,500 2021 8,251,000 2022 14,875,000 2023 18,750,000 2024 17,625,000 2025 189,747,500 $ 253,375,000 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk | As of March 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk. Notional Amount Fixed Interest Rate Termination Date Interest rate swap $ 140,000,000 1.598% July 11, 2024 Interest rate swap $ 30,000,000 1.331% February 10, 2025 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The Company is committed under various operating leases for buildings with varying expiration dates. Future minimum lease payments under non-cancelable operating leases as of March 31, 2020, are as follows: Year Ended Amounts 2020 $ 944,234 2021 716,367 2022 301,455 2023 103,868 2024 - Thereafter - $ 2,065,924 |
Share based compensation (Table
Share based compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity | Activity for the three months ended March 31, 2020 was as follows: Class A Common Stock Weighted Average Grant Date Fair Value Unvested at December 31, 2019 1,818,675 $ 12.39 Granted 1,086,378 17.34 Forfeited — — Vested — — Unvested at March 31, 2020 2,905,053 $ 14.12 (1) Upon vesting, award-holders elected to sell shares to the Company in order to satisfy the associated tax obligations. The awards are not deemed outstanding; further, these forfeited shares are added back to the amount of shares available for grant under the 2019 Equity Incentive Plan. |
Summary of Changes in Non-Vested Units Outstanding | A summary of the changes in non-vested profit interest units outstanding for the period for the three months ended March 31, 2019 is presented below: Units Weighted average fair value per unit Non-vested units at January 1, 2019 9,460 $ 182.83 Activity during the period: Granted - Vested (55 ) (160.00 ) Non-vested units at March 31, 2019 9,405 $ 182.96 |
Organizational Structure and _2
Organizational Structure and Corporate Information - Additional Information (Details) - Ventanex | Feb. 10, 2020USD ($)EarnoutPayment |
Summary Of Significant Accounting Policies [Line Items] | |
Equity interests acquired in cash | $ 36,000,000 |
Business acquisition, cash earnout payments dependent on achievement of certain growth targets | $ 14,000,000 |
Business acquisition number of cash earnout payments | EarnoutPayment | 2 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Total Revenue | $ 39,462,537 | $ 23,023,405 |
Direct Relationships | ||
Revenue | ||
Total Revenue | 38,715,624 | 22,309,716 |
Indirect Relationship | ||
Revenue | ||
Total Revenue | $ 746,913 | $ 713,689 |
Earnings per Share - Summary of
Earnings per Share - Summary of Net Loss and Weighted Average Basic and Diluted Shares Outstanding (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Loss before income tax expense | $ (7,400,035) | $ 4,864,386 |
Less: Net loss attributable to non-controlling interests | (2,852,399) | |
Less: Income tax benefit | 1,115,592 | |
Net (loss) income attributable to the Company | $ (3,432,044) | $ 4,864,386 |
Weighted average shares of Class A common stock outstanding - basic and diluted | 37,624,829 | |
Loss per share of Class A common stock outstanding - basic and diluted | $ (0.09) |
Earnings per Share - Summary _2
Earnings per Share - Summary of Components of Common Stock Equivalent Shares Excluded from Computation of Diluted Loss per Share (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Share equivalents excluded from earnings (loss) per share | 34,335,784 |
Class A Common Stock | Post-Merger Repay Units Exchangeable | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Share equivalents excluded from earnings (loss) per share | 29,505,623 |
Class A Common Stock | Dilutive Warrants Exercisable | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Share equivalents excluded from earnings (loss) per share | 1,925,108 |
Class A Common Stock | Unvested Restricted Share Awards | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Share equivalents excluded from earnings (loss) per share | 2,905,053 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Feb. 10, 2020USD ($) | Oct. 14, 2019USD ($)EarnoutPayment | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 411,702,399 | $ 411,702,399 | $ 119,529,202 | $ 389,660,519 | $ 119,529,202 | ||
Revenue | 39,462,537 | 23,023,405 | |||||
Net income | (3,432,044) | $ 4,864,386 | |||||
APS Payments | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | $ 30,000,000 | ||||||
Number of cash earn-out payments | EarnoutPayment | 3 | ||||||
Goodwill | $ 25,461,407 | ||||||
Contingent earn-out right to be received | 18,600,000 | 18,600,000 | |||||
APS Payments | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 30,000,000 | ||||||
Ventanex | |||||||
Business Acquisition [Line Items] | |||||||
Cash Consideration | $ 36,000,000 | ||||||
Goodwill | 15,461,332 | ||||||
Transactions costs | $ 1,000,000 | ||||||
Revenue | 1,900,000 | ||||||
Net income | $ 100,000 | ||||||
Ventanex | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earn-out right to be received | $ 14,000,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Consideration (Details) - USD ($) | Feb. 10, 2020 | Oct. 14, 2019 |
APS Payments | ||
Business Acquisition [Line Items] | ||
Cash Consideration | $ 30,000,000 | |
Contingent consideration | 18,580,549 | |
Total purchase price | $ 48,580,549 | |
Ventanex | ||
Business Acquisition [Line Items] | ||
Cash Consideration | $ 36,000,000 | |
Contingent consideration | 10,800,000 | |
Total purchase price | $ 46,800,000 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Purchase Consideration (Parenthetical) (Details) | Oct. 14, 2019USD ($)EarnoutPayment | Mar. 31, 2020USD ($) | Feb. 10, 2020USD ($) | Dec. 31, 2019USD ($) |
APS Payments | ||||
Business Acquisition [Line Items] | ||||
Contingent earn-out right to be received | $ 18,600,000 | |||
Number of cash earn-out payments | EarnoutPayment | 3 | |||
Contingent earn-out measurement period adjustment amount | $ 6,600,000 | |||
Business combination, earnout preliminary valuation amount | $ 12,000,000 | |||
APS Payments | Maximum | ||||
Business Acquisition [Line Items] | ||||
Contingent earn-out right to be received | $ 30,000,000 | |||
Ventanex | Maximum | ||||
Business Acquisition [Line Items] | ||||
Contingent earn-out right to be received | $ 14,000,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary Purchase Allocation (Details) - USD ($) | Mar. 31, 2020 | Feb. 10, 2020 | Dec. 31, 2019 | Oct. 14, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 411,702,399 | $ 389,660,519 | $ 119,529,202 | $ 119,529,202 | ||
APS Payments | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 1,963,177 | |||||
Prepaid expenses and other current assets | 67,158 | |||||
Total current assets | 2,030,335 | |||||
Property, plant and equipment, net | 159,553 | |||||
Restricted cash | 549,978 | |||||
Identifiable intangible assets | 21,500,000 | |||||
Total identifiable assets acquired | 24,239,866 | |||||
Accounts payable | (1,101,706) | |||||
Accrued expenses | (19,018) | |||||
Net identifiable assets acquired | 23,119,142 | |||||
Goodwill | 25,461,407 | |||||
Total purchase price | $ 48,580,549 | |||||
Ventanex | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 50,663 | |||||
Accounts receivable | 1,376,539 | |||||
Prepaid expenses and other current assets | 180,514 | |||||
Total current assets | 1,607,716 | |||||
Property, plant and equipment, net | 137,833 | |||||
Restricted cash | 428,313 | |||||
Identifiable intangible assets | 29,690,000 | |||||
Total identifiable assets acquired | 31,863,862 | |||||
Accounts payable | (152,035) | |||||
Accrued expenses | (373,159) | |||||
Net identifiable assets acquired | 31,338,668 | |||||
Goodwill | 15,461,332 | |||||
Total purchase price | $ 46,800,000 |
Business Combinations - Summa_4
Business Combinations - Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) | Feb. 10, 2020 | Oct. 14, 2019 | Mar. 31, 2020 |
APS Payments | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 21,500,000 | ||
APS Payments | Trade Names | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | 500,000 | ||
Identifiable intangible assets, useful life, description | Indefinite | ||
APS Payments | Non-Complete Agreements | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 500,000 | ||
Identifiable intangible assets, useful life | 5 years | ||
APS Payments | Merchant Relationships | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 20,500,000 | ||
Identifiable intangible assets, useful life | 10 years | ||
Ventanex | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 29,690,000 | ||
Ventanex | Trade Names | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | 500,000 | ||
Identifiable intangible assets, useful life, description | Indefinite | ||
Ventanex | Non-Complete Agreements | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 100,000 | ||
Identifiable intangible assets, useful life | 5 years | ||
Ventanex | Merchant Relationships | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 24,700,000 | ||
Identifiable intangible assets, useful life | 10 years | ||
Ventanex | Developed Technology | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, fair value | $ 4,400,000 | ||
Identifiable intangible assets, useful life | 3 years |
Business Combinations - Summa_5
Business Combinations - Summary of Pro Forma Financial Information (Details) - Ventanex - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Revenue | $ 41,756,312 | $ 35,671,770 |
Net loss | (4,585,192) | (7,220,058) |
Net loss attributable to non-controlling interests | (2,126,185) | (2,620,317) |
Net loss attributable to the Company | $ (2,459,007) | $ (4,599,740) |
Loss per Class A share - basic and diluted | $ (0.07) | $ (0.14) |
Fair Value - Summary of Carryin
Fair Value - Summary of Carrying Amounts and Estimated Fair Values of Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash and cash equivalents | $ 32,712,610 | $ 24,617,996 |
Interest rate swap | 555,449 | |
Total assets | 32,712,610 | 25,173,445 |
Liabilities: | ||
Contingent consideration | 31,630,549 | 14,250,000 |
Borrowings | 246,457,360 | 213,908,388 |
Tax receivable agreement | 67,718,189 | 67,176,226 |
Interest rate swap | 9,299,315 | |
Total liabilities | 355,105,413 | 295,334,614 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 32,712,610 | 24,617,996 |
Total assets | 32,712,610 | 24,617,996 |
Level 2 | ||
Assets: | ||
Interest rate swap | 555,449 | |
Total assets | 555,449 | |
Liabilities: | ||
Borrowings | 246,457,360 | 213,908,388 |
Interest rate swap | 9,299,315 | |
Total liabilities | 255,756,675 | 213,908,388 |
Level 3 | ||
Liabilities: | ||
Contingent consideration | 31,630,549 | 14,250,000 |
Tax receivable agreement | 67,718,189 | 67,176,226 |
Total liabilities | $ 99,348,738 | $ 81,426,226 |
Fair Value - Schedule of Contin
Fair Value - Schedule of Contingent Consideration Related to Previous Business Acquisitions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | $ 14,250,000 | $ 1,816,988 |
Purchases | 10,800,000 | |
Payments | $ (1,816,988) | |
Valuation adjustment | 6,580,549 | |
Balance at end of period | 31,630,549 | |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance at beginning of period | 67,176,226 | |
Accretion expense | 541,963 | |
Balance at end of period | $ 67,718,189 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - Interest Rate Swap Agreement - USD ($) | 1 Months Ended | ||
Feb. 29, 2020 | Oct. 31, 2019 | Mar. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notional amount | $ 30,000,000 | $ 140,000,000 | |
Term of agreement | 60 months | 57 months | |
Variable-rate term loan | $ 170,000,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 2,531,203 | $ 2,026,676 |
Less: Accumulated depreciation and amortization | 654,821 | 416,024 |
Property, plant and equipment, net | 1,876,382 | 1,610,652 |
Furniture, Fixtures, and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 1,026,991 | 944,105 |
Computers | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | 1,183,916 | 859,426 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property,plant and equipment, gross | $ 320,296 | $ 223,145 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 0.2 | $ 0.1 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)TradeName | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Indefinite-lived intangible assets trade names | $ 21.7 | $ 21.7 | |
Number of trade names | TradeName | 4 | ||
Amortization of Intangible Assets | $ 13.7 | $ 2.8 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Definite-lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 366,784,610 | $ 335,190,752 |
Accumulated Amortization | 37,001,234 | 23,349,951 |
Net Carrying Value | $ 329,783,376 | $ 311,840,801 |
Weighted Average Useful Life (Years) | 7 years 8 months 15 days | 7 years 10 months 24 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 280,700,000 | $ 256,000,000 |
Accumulated Amortization | 18,198,557 | 11,393,825 |
Net Carrying Value | $ 262,501,443 | $ 244,606,175 |
Weighted Average Useful Life (Years) | 9 years 3 months 10 days | 9 years 5 months 23 days |
Channel Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,000,000 | $ 3,000,000 |
Accumulated Amortization | 216,935 | 141,935 |
Net Carrying Value | $ 2,783,065 | $ 2,858,065 |
Weighted Average Useful Life (Years) | 9 years 3 months 10 days | 9 years 6 months 10 days |
Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 79,094,610 | $ 72,290,752 |
Accumulated Amortization | 17,429,713 | 11,080,696 |
Net Carrying Value | $ 61,664,897 | $ 61,210,056 |
Weighted Average Useful Life (Years) | 2 years 3 months 29 days | 2 years 6 months 14 days |
Non-Complete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 3,990,000 | $ 3,900,000 |
Accumulated Amortization | 1,156,029 | 733,495 |
Net Carrying Value | $ 2,833,971 | $ 3,166,505 |
Weighted Average Useful Life (Years) | 2 years 1 month 2 days | 2 years 3 months 10 days |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) | Mar. 31, 2020USD ($) |
Estimated Future Amortization Expense | |
2020 | $ 42,463,360 |
2021 | 49,776,203 |
2022 | 49,272,375 |
2023 | 28,795,778 |
2024 | 28,745,700 |
2025 | 24,833,333 |
Thereafter | $ 105,896,627 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes to Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 389,660,519 | $ 119,529,202 |
Acquisitions | 15,461,331 | |
Dispositions | 0 | 0 |
Impairment Loss | 0 | 0 |
Measurement period adjustment | 6,580,549 | |
Ending balance | $ 411,702,399 | $ 119,529,202 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)SegmentUnit | Mar. 31, 2019USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Number of operating segment | Segment | 1 | |
Number of reporting unit | Unit | 1 | |
Goodwill impairment loss | $ | $ 0 | $ 0 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 10, 2020 | Feb. 09, 2020 | Jul. 11, 2019 | |
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit Interest expense | $ 3,200,000 | $ 1,300,000 | ||||
Variable interest rate | 4.95% | 5.26% | ||||
New Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 345,000,000 | $ 230,000,000 | ||||
Line of credit Interest expense | $ 62,008 | |||||
Line of credit covenant compliance | The Company was in compliance with its restrictive covenants under the New Credit Agreement at March 31, 2020. | |||||
Line of credit unused commitments fee | $ 42,361 | |||||
New Credit Agreement | Revolving Credit And Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 20,000,000 | |||||
Variable interest rate | 4.95% | |||||
New Credit Agreement | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | 255,000,000 | |||||
New Credit Agreement | Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | 60,000,000 | |||||
Line of credit | $ 0 | |||||
Revolving Loan | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 4.95% | 5.26% | ||||
Revolving Loan | Prior Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 10,000,000 | |||||
Line of credit Interest expense | $ 49,388 | |||||
Revolving Loan | New Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | $ 30,000,000 | |||||
Line of credit | $ 0 |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings under Credit Agreement (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total borrowings under credit facility | [1] | $ 253,375,000 | $ 218,937,500 |
Less: Current maturities of long-term debt | [2] | 5,502,000 | 5,500,000 |
Less: Long-term loan debt issuance cost | [3] | 6,917,640 | 5,494,795 |
Total non-current borrowings | 240,955,360 | 207,942,705 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Total borrowings under credit facility | $ 253,375,000 | 208,937,500 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total borrowings under credit facility | $ 10,000,000 | ||
[1] | The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively | ||
[2] | Pursuant to the terms of the New Credit Agreement, the Company is required to make quarterly principal payments equal to 0.625% of the initial principal amount of the Term Loan and Delayed Draw Term Loan (collectively the “Term Loans”). | ||
[3] | The Successor incurred $0.3 million of interest expense for the amortization of deferred debt issuance costs for the three months ended March 31, 2020. The Predecessor incurred $0.1 million for the three months ended March 31, 2019. |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings under Credit Agreement (Parenthetical) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Percentage of initial principal amount of the term loans | 0.625% | ||
Interest expense for the amortization of deferred debt issuance costs | $ 332,990 | $ 101,851 | |
Interest Expense | |||
Debt Instrument [Line Items] | |||
Interest expense for the amortization of deferred debt issuance costs | $ 300,000 | $ 100,000 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 4.95% | 5.26% | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 4.95% | 5.26% | |
Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 4.95% | 5.26% |
Borrowings - Summary of Princip
Borrowings - Summary of Principal Maturities of Long-term Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
2020 | $ 4,126,500 | ||
2021 | 8,251,000 | ||
2022 | 14,875,000 | ||
2023 | 18,750,000 | ||
2024 | 17,625,000 | ||
2025 | 189,747,500 | ||
Total borrowings under credit facility | [1] | $ 253,375,000 | $ 218,937,500 |
[1] | The Term Loan, Delayed Draw Term Loan and Revolving Credit Facility bear interest, at variable rates, which were 4.95% and 5.26% at March 31, 2020 and December 31, 2019, respectively |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) | Feb. 21, 2020 | Oct. 31, 2019 | Mar. 31, 2020 | Feb. 29, 2020 |
Interest Rate Swap Agreement | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 140,000,000 | $ 30,000,000 | ||
Variable-rate term loan | $ 170,000,000 | |||
Regions Bank | Interest Rate Swap Agreement | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | 140,000,000 | |||
Variable-rate term loan | $ 140,000,000 | |||
Term of agreement | 5 years | |||
Regions Bank | Swap Transaction | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30,000,000 | |||
Swap transaction inception date | Mar. 31, 2020 | |||
Swap transaction termination date | Feb. 10, 2025 | |||
Regions Bank | Swap Transaction | LIBOR | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Notional amount | $ 30,000,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Outstanding Interest Rate Derivatives Designated as Cash Flow Hedges of Interest Rate Risk (Details) - Designated as Hedging Instrument - Cash Flow Hedging | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Interest Rate Swap at 1.598% | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 140,000,000 |
Fixed Interest Rate | 1.598% |
Termination Date | Jul. 11, 2024 |
Interest Rate Swap at 1.331% | |
Derivative Instruments Gain Loss [Line Items] | |
Notional Amount | $ 30,000,000 |
Fixed Interest Rate | 1.331% |
Termination Date | Feb. 10, 2025 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 944,234 |
2021 | 716,367 |
2022 | 301,455 |
2023 | 103,868 |
Total | $ 2,065,924 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Transaction costs incurred on behalf of related parties | $ 0.5 | $ 0.1 |
Selling, General and Administrative Expenses | ||
Related Party Transaction [Line Items] | ||
Management fees | $ 0.1 |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense related to unvested RSAs and RSUs | $ 32,800,000 | |
Weighted-average period related to unvested RSAs and RSUs | 2 years 7 months 20 days | |
Share based compensation expense | $ 3,500,000 | |
Estimated fair value of the profit units that vested | $ 8,896 | |
Selling, General and Administrative Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation expense | $ 100,000 | |
2019 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 7,326,728 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Outstanding Restricted Stock Awards And Restricted Stock Units Activity (Details) - Restricted Stock Award (RSAs) And Restricted Stock Units (RSU) - Class A Common Stock | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested, Beginning Balance | shares | 1,818,675 |
Granted | shares | 1,086,378 |
Unvested, Ending Balance | shares | 2,905,053 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 12.39 |
Weighted average grant date fair value, Granted | $ / shares | 17.34 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 14.12 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Changes in Non-Vested Units Outstanding (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Non-vested units, Beginning Balance | shares | 9,460 |
Vested, Units | shares | (55) |
Non-vested units, Ending Balance | shares | 9,405 |
Weighted average fair value per unit, Beginning Balance | $ / shares | $ 182.83 |
Weighted average fair value per unit, Vested | $ / shares | (160) |
Weighted average fair value per unit, Ending Balance | $ / shares | $ 182.96 |
Taxation - Additional Informati
Taxation - Additional Information (Details) - USD ($) | Jul. 11, 2019 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 15.10% | |
Income tax benefit | $ 1,115,592 | |
Combined federal and state statutory effective tax rate | 24.00% | |
Deferred tax assets recognized | $ 1,100,000 | |
Change to valuation allowance | 0 | |
Uncertain tax positions | 0 | |
Percentage of tax benefits payable under Tax Receivable Agreement | 100.00% | |
Liability related to projected obligations under Tax Receivable Agreement | $ 67,700,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Apr. 06, 2020USD ($) |
Subsequent Event | New Credit Agreement | Delayed Draw Term Loan | |
Subsequent Event [Line Items] | |
Borrowed amount | $ 14.4 |